UNITED STATES
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 11, 2003 (MARCH 28, 2003)
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
DELAWARE 000-30533 75-2679109
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
2100 MCKINNEY AVENUE, SUITE 900, DALLAS, TEXAS, U.S.A.
(Address of principal executive officers)
75201
(Zip Code)
214-932-6600
(Registrant's telephone number,
including area code)
N/A
(Former address of principal executive offices)
ITEM 5. OTHER EVENTS.
On April 10, 2003, Texas Capital Bancshares, Inc. (the "Company"),
completed the private placement of $10,000,000 aggregate liquidation amount of
floating rate capital securities (the "Capital Securities") issued by its
Delaware statutory trust, Texas Capital Statutory Trust II (the "Trust"). The
Company received $9,800,000 after a deduction of $200,000 in commissions to
Sandler O'Neill & Partners, L.P., the Placement Agent. The Capital Securities
were subsequently transferred to a pooled investment vehicle sponsored by MM
Community Funding IX, Ltd. The proceeds from the sale of the Capital Securities,
together with the proceeds from the sale by the Trust of its Common Securities
to the Company, were invested in Floating Rate Junior Subordinated Debt
Securities of the Company due 2033 (the "Debentures"), which were issued
pursuant to an Indenture dated April 10, 2003, between the Company and
Wilmington Trust Company ("Wilmington"), as Trustee. Both the Capital Securities
and the Debentures have a floating rate, which resets quarterly, equal to
3-month LIBOR plus 3.25%. Though not currently determined, we estimate that the
interest rate on these securities is 4.5275%. Payments of distributions and
other amounts due on the Capital Securities are guaranteed by the Company, to
the extent that the Trust has funds available for the payments of such
distributions but fails to make such payments, pursuant to a Guarantee
Agreement, dated April 10, 2003, between the Company and Wilmington, as
Guarantee Trustee. The Debentures and Capital Securities may be redeemed at the
option of the Company on fixed quarterly dates beginning on April 24, 2008.
The Company sold the Capital Securities in a non-public offering
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The Company believed this exemption was available because the
Capital Securities were sold in a private transaction to a single professional
management entity that is highly sophisticated and experienced with investments
similar to the Capital Securities and meets the definition of an "accredited
investor" under Rule 501(a) of the Securities Act. The Capital Securities were
subsequently transferred to a securitized pool in a private transaction exempt
from the Securities Act pursuant to Rule 144A of the Securities Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Placement Agreement by and among Texas Capital
Bancshares, Inc., Texas Capital Statutory Trust II
and Sandler O'Neill & Partners, L.P., dated March 28,
2003
3.1 Certificate of Trust of Texas Capital Statutory Trust
II, dated March 28, 2003
3.2 Declaration of Trust of Texas Capital Statutory Trust
II, dated March 28, 2003
3.3 Amended and Restated Declaration of Trust for Texas
Capital Statutory Trust II by and among Wilmington
Trust Company, as Institutional Trustee and Delaware
Trustee, Texas Capital Bancshares, Inc., as Sponsor,
and Joseph M. Grant and Gregory B. Hultgren, as
Administrators, dated as of April 10, 2003
4.1 Indenture dated as of April 10, 2003 between Texas
Capital Bancshares, Inc., as Issuer, and Wilmington
Trust Company for Floating Rate Junior Subordinated
Debt Securities
4.2 Guarantee Agreement between Texas Capital Bancshares,
Inc. and Wilmington Trust Company, dated as of April
10, 2003
4.3 Floating Rate Junior Subordinated Debt Security due
2033
2
4.4 Floating Rate MMCapS Certificate
4.5 Common Security Certificate
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 11, 2003 TEXAS CAPITAL BANCSHARES, INC.
/s/ Gregory B. Hultgren
----------------------------------------------------
Gregory B. Hultgren
Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
1.1 Placement Agreement by and among Texas Capital Bancshares, Inc., Texas Capital Statutory Trust II and
Sandler O'Neill & Partners, L.P., dated March 28, 2003
3.1 Certificate of Trust of Texas Capital Statutory Trust II, dated March 28, 2003
3.2 Declaration of Trust of Texas Capital Statutory Trust II, dated March 28, 2003
3.3 Amended and Restated Declaration of Trust for Texas Capital Statutory Trust II by and among Wilmington
Trust Company, as Institutional Trustee and Delaware Trustee, Texas Capital Bancshares, Inc., as
Sponsor, and Joseph M. Grant and Gregory B. Hultgren, as Administrators, dated as of April 10, 2003
4.1 Indenture dated as of April 10, 2003 between Texas Capital Bancshares, Inc., as Issuer, and Wilmington
Trust Company for Floating Rate Junior Subordinated Debt Securities
4.2 Guarantee Agreement between Texas Capital Bancshares, Inc. and Wilmington Trust Company, dated as of
April 10, 2003
4.3 Floating Rate Junior Subordinated Debt Security due 2033
4.4 Floating Rate MMCapS Certificate
4.5 Common Security Certificate
5