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): DECEMBER 4, 2002
(NOVEMBER 12, 2002)
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
DELAWARE 000-30533 75-2671109
(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 November 19, 2002, 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
Connecticut statutory trust, Texas Capital Bancshares Statutory Trust I (the
"Trust"). The Company received $9,750,000 after a deduction of $250,000 in
commissions to SunTrust Capital Markets, Inc., the Placement Agent. The Capital
Securities were subsequently transferred to a pooled investment vehicle
sponsored by STI Investment Management, Inc. 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 Deferrable Interest Debentures of the Company due 2032 (the
"Debentures"), which were issued pursuant to an Indenture dated November 19,
2002, between the Company and State Street Bank and Trust Company of
Connecticut, National Association ("State Street"), as Trustee. Both the Capital
Securities and the Debentures have a floating rate, which resets quarterly,
equal to 3-month LIBOR plus 3.35%. Currently, the interest rate on these
securities is 4.77%. 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 November 19, 2002,
between the Company and State Street, as Guarantee Trustee. The Debentures and
Capital Securities may be redeemed at the option of the Company on fixed
quarterly dates beginning on November 19, 2007.
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 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 "institutional investor" under Rule
144A 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1.1 Placement Agreement by and among Texas Capital Bancshares, Inc.,
Texas Capital Bancshares Statutory Trust I and SunTrust Capital
Markets, Inc., dated November 19, 2002
3.1 Certificate of Trust of Texas Capital Bancshares Statutory Trust
I, dated November 12, 2002
3.2 Declaration of Trust of Texas Capital Bancshares Statutory Trust
I, dated November 12, 2002
3.3 Amended and Restated Declaration of Trust for Texas Capital
Bancshares Statutory Trust I by and among State Street Bank and
Trust Company of Connecticut, as Institutional Trustee, Texas
Capital Bancshares, Inc. as Sponsor, and Joseph M. Grant, Raleigh
Hortenstine, III and Gregory B. Hultgren, as Administrators,
dated as of November 19, 2002
4.1 Indenture dated as of November 19, 2002 between Texas Capital
Bancshares, Inc., as Issuer and State Street Bank and Trust
Company of Connecticut, National Association for Floating Rate
Junior Subordinated Deferrable Interest Debentures
2
4.2 Guarantee Agreement between Texas Capital Bancshares, Inc. and
State Street Bank and Trust Company of Connecticut, National
Association, dated as of November 19, 2002
4.3 Floating Rate Junior Subordinated Deferrable Interest Debenture
due 2032
4.4 Capital Security 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: December 4, 2002 TEXAS CAPITAL BANCSHARES, INC.
/s/ Gregory B. Hultgren
-----------------------------------
Gregory B. Hultgren
Executive Vice President and Chief Financial Officer
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Placement Agreement by and among Texas Capital Bancshares, Inc.,
Texas Capital Bancshares Statutory Trust I and SunTrust Capital
Markets, Inc., dated November 19, 2002
3.1 Certificate of Trust of Texas Capital Bancshares Statutory Trust I,
dated November 12, 2002
3.2 Declaration of Trust of Texas Capital Bancshares Statutory Trust I,
dated November 12, 2002
3.3 Amended and Restated Declaration of Trust for Texas Capital
Bancshares Statutory Trust I by and among State Street Bank and
Trust Company of Connecticut, as Institutional Trustee, Texas
Capital Bancshares, Inc. as Sponsor, and Joseph M. Grant, Raleigh
Hortenstine, III and Gregory B. Hultgren, as Administrators, dated
as of November 19, 2002
4.1 Indenture dated as of November 19, 2002 between Texas Capital
Bancshares, Inc., as Issuer and State Street Bank and Trust Company
of Connecticut, National Association for Floating Rate Junior
Subordinated Deferrable Interest Debentures
4.2 Guarantee Agreement between Texas Capital Bancshares, Inc. and State
Street Bank and Trust Company of Connecticut, National Association,
dated as of November 19, 2002
4.3 Floating Rate Junior Subordinated Deferrable Interest Debenture due
2032
4.4 Capital Security Certificate
4.5 Common Security Certificate
5