8-K 1 regterm_8-k02.txt SEC REG TERM 12/02 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 11, 2002 COMMISSION FILE NUMBER 2-78658 INTRUST FINANCIAL CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) Kansas 48-0937376 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 105 North Main Street, Wichita, Kansas 67202 (Address of principal executive offices) Registrant's telephone number, including area code: (316) 383-1111 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On December 11, 2002, the Company announced that, the Board of Directors of INTRUST Financial Corporation (the "Company") unanimously authorized a transaction that will result in termination of the registration of the Company's common stock with the Securities and Exchange Commission. Under the terms of the proposed transaction, which is subject to shareholder approval, it is anticipated that approximately 131,000 shares, representing approximately 6% of the Company's common stock, will be converted into the right to receive cash. Shareholders owning fewer than 1,000 shares of the company's common stock will be entitled to receive cash of $152 per share for all of their shares. The closing price of the Company's common stock on December 10, 2002, the last trading day before this transaction was announced, was $129.50. Shareholders owning 1,000 shares or more will continue to hold their shares. The proposed transaction is anticipated to reduce the number of shareholders of record to fewer than 300 shareholders. As a result, the Company will terminate the registration of its common stock and cause the common stock to cease to be traded on the OTC Bulletin Board. A copy of the press release announcing the proposed transaction are attached hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release dated December 11, 2002, announcing proposed plan to deregister with the Securities and Exchange Commission. SIGNATURES 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. INTRUST FINANCIAL CORPORATION Date: December 11, 2002 By: /s/ Jay L. Smith -------------------------------- Jay L. Smith Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Document ----------- -------- 99.1 INTRUST Financial Corporation press release dated December 11, 2002