8-K 1 form8k042905.txt FORM 8K BNCCORP, INC. 04-29-05 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) April 29, 2005 BNCCORP, Inc. (Exact name of registrant as specified in its charter) Delaware 0-26290 45-0402816 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 322 East Main, Bismarck, North Dakota 58501 (Address of principal executive offices) (Zip Code) (701) 250-3040 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement On April 27, 2005, BNCCORP, Inc. ("BNCCORP") repurchased 100 shares of its noncumulative preferred stock, $0.01 par value per share, from a trust controlled by Richard W. Milne, Jr. for cash consideration of $1,006,000.00. Mr. Milne is Chairman, President and CEO of BNCCORP's indirect subsidiary, Milne Scali & Company, Inc. (d/b/a BNC Insurance), and a director of BNCCORP's subsidiary, BNC National Bank. On February 15, 2005, BNCCORP repurchased 25 shares of its noncumulative preferred stock from a trust controlled by Mr. Milne for cash consideration of $252,555.56. All of the repurchased shares had a preferential noncumulative dividend at an annual rate of 8.00 percent and a preferred liquidation value of $10,000 per share. Item 2.02 Results of Operations and Financial Condition On April 27, 2005, BNCCORP issued a press release announcing its earnings for the quarter ended March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure The disclosures included in Item 2.02 of this Form 8-K are incorporated by reference into this Item 7.01. Item 9.01 Financial Statements and Exhibits (c) Exhibit. 99.1 Press release of BNCCORP, Inc. dated April 27, 2005. 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 thereunto duly authorized. BNCCORP, INC. By: /s/ Gregory K. Cleveland ---------------------------------------- Gregory K. Cleveland President Date: April 29, 2005