INTERVEST BANCSHARES CORP
8-K, 1998-06-30
STATE COMMERCIAL BANKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (date of earliest event reported): June 26, 1998



                            INTERVEST BANCSHARES CORPORATION
             ------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 

          Delaware                                      13-3699013
- ----------------------------                ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
     or incorporation)                                    

        10 Rockefeller Plaza, Suite 1015           
          New York, New York 10020-1903                  (212) 757-7300
       ----------------------------------        -------------------------------
       (Address of administrative office)        (Registrant's telephone number,
                                                       including area code)


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Intervest Bancshares Corporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                             Intervest Bancshares Corporation

June 26, 1998                                By: /s/ Lowell S. Dansker
                                             --------------------------------
                                             Lowell S. Dansker
                                             President and Treasurer
                                             (Chief Financial Officer)

<PAGE>

ITEM 5.   OTHER EVENTS
- -------   ------------

     On June 26, 1998,  Intervest Bancshares  Corporation  completed the sale of
Convertible  Subordinated  Debentures  in  the  aggregate  principal  amount  of
$7,000,000.  The debentures are due July 1, 2008 and are convertible at any time
before April 1, 2008, unless previously redeemed,  into shares of Class A Common
Stock,  par value $1.00 per share,  of Intervest  Bancshares  Corporation  at an
initial conversion price of $11.50 per share.

     The initial  conversion  price was determined  based on the average closing
prices of the Class A Common  Stock during the 20 trading days prior to June 26,
1998, less $.50 and rounded down to the nearest  quarter dollar.  The conversion
price will be subject to adjustment annually.

     Interest on the debentures  will accrue each calendar  quarter at 8%, which
represents  the  prime  rate of  Chase  Manhattan  Bank on June 26,  1998,  less
one-half of one percent. In addition, interest will accrue each calender quarter
on the  balance  of the  accrued  interest  as of the last day of the  preceding
calendar  quarter at 8%. All accrued  interest is payable at the maturity of the
debentures whether by acceleration, redemption or otherwise.

     A complete  description  of the  debentures  can be found in the prospectus
dated May 14, 1998, which was filed with the Securities and Exchange  Commission
with Intervest  Bancshares  Corporation's  registration  statement on Form SB-2,
Commission File No. 333-50113.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- -------   ------------------------------------------------------------------

(a)  Not Applicable

(b)  Not Applicable

(c)  Not Applicable


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