<PAGE> 1
As filed with the Securities and Exchange Commission on April 20, 1994
Registration No. 33-51801
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
BANCTEXAS GROUP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware _____________________ 75-1604965
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
6021
</TABLE>
_____________________________
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
P.O. Box 802527
Dallas, Texas 75380-2527
(214) 701-4700
_______________________________
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Richard H. Braucher, Esq.
13747 Montfort Drive, Suite 300
Dallas, Texas 75240
(214) 701-4704
_______________________________
Copy to:
John S. Daniels, Esq.
222 W. Las Colinas Boulevard
Suite 2025
Irving, Texas 75039
(214) 432-9060
________________________________
Approximate date of proposed sale to the public: As soon as practicable after
the Effective Date of this Registration Statement
____________________________________
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: ( )
_____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed
maximum Proposed
Title of each class of offering maximum Amount of
securities to be registered Amount to be price per aggregate registration
registered share (1) offering price (1) fee (2)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par 400,000 shares $1.4375 $575,000.00 $198.26
value per share)
=========================================================================================================================
</TABLE>
(1) Estimated solely for purpose of calculating the registration
fee. No shares are offered hereunder for cash.
(2) Registration fee is calculated pursuant to Rule 457(c) based
on the average of the high and low prices of the Registrant's common stock as
reported in the consolidated reporting system for trading on December 30, 1993.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
BANCTEXAS GROUP INC.
CROSS-REFERENCE SHEET
FOR
REGISTRATION STATEMENT ON FORM S-2 AND PROSPECTUS
<TABLE>
<CAPTION>
Form S-2 Item Number and Caption Caption in Prospectus
-------------------------------- ---------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of
Prospectus......................................... Facing Page of Registration Statement; Cross-Reference
Sheet; Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus.........................................
Available Information; Incorporation of Certain Documents by
Reference; Table of Contents
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed
Charges............................................ Outside Front Cover Page of Prospectus; Risk Factors
4. Use of Proceeds.................................... The Settlement Agreement
5. Determination of Offering Price.................... Risk Factors
6. Dilution........................................... Not Applicable
7. Selling Security Holders........................... Not Applicable
8. Plan of Distribution............................... The Settlement Agreement--Plan of Distribution
9. Description of Securities to be
Registered......................................... Not Applicable
10. Interest of Named Experts and
Counsel............................................ Legal matters; experts
11. Information with Respect to the
Registrant......................................... Available Information; Incorporation of Certain Documents by
Reference; BTX Group; Recent Developments; Certain
Information About BTX Group; Market for BTX Common Stock;
Supervision and Regulation
12. Incorporation of Certain Information by
Reference.......................................... Incorporation of Certain Documents by Reference
13. Indemnification for Securities Act
Liabilities........................................ Not Applicable
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
14. Other Expenses of Issuance and
Distribution....................................... The Settlement Agreement--Plan of Distribution
15. Indemnification of Directors and
Officers........................................... Indemnification of Directors and Officers
16. Exhibits........................................... Exhibits
17. Undertakings....................................... Undertakings
</TABLE>
<PAGE> 4
PROSPECTUS
400,000 SHARES
OF COMMON STOCK
BANCTEXAS GROUP INC.
GENERAL INFORMATION
This Prospectus relates to the offer of 400,000 shares of common stock
of BancTEXAS Group Inc., $.01 par value per share ("BTX Common Stock"),
pursuant to the settlement of certain litigation described herein (see "THE
SETTLEMENT AGREEMENT"). No shares are offered for cash.
The Common Stock of BancTEXAS Group Inc. ("BTX Group" or the
"Company") is traded on the New York Stock Exchange under the symbol "BTX".
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD BE
TAKEN INTO CONSIDERATION BY POTENTIAL OWNERS OF BTX COMMON STOCK.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 20, 1994.
________________________
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
THE SETTLEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
400,000 shares of BTX Common Stock . . . . . . . . . . . . . . . . . . . . . 6
Promissory Notes of Rush and Seeds . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
BTX GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CERTAIN INFORMATION ABOUT BTX GROUP . . . . . . . . . . . . . . . . . . . . . . . . . 9
MARKET FOR BTX COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
BTX Group and the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Regulations Governing Capital . . . . . . . . . . . . . . . . . . . . . . . 12
FDIC Insurance Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Acquisitions and Branch Banking; Community Reinvestment Act Requirements . . 13
Interstate Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Proposed Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Other Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
-2-
<PAGE> 6
No person is authorized to give any information or make any
representation other than as contained herein or incorporated by reference in
connection with the offer of Common Stock described in this Prospectus, and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to purchase in any jurisdiction in
which such offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor the issuance of any securities hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
As permitted by the rules and regulations of the Securities and
Exchange Commission (the "Commission"), this Prospectus omits certain
information contained in the Registration Statement and exhibits thereto. BTX
Group is subject to the information requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith BTX Group
files reports, proxy statements and other information with the Commission. The
Registration Statement of which this Prospectus forms a part, as well as
reports, proxy statements and other information filed by BTX Group, can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 75 Park Place, New York, New York
10007 and Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can be obtained from the
Commission at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports,
proxy and other information concerning BTX Group also may be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Documents which are not delivered
herewith (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information incorporated
herein) will be provided by BTX Group without charge, upon oral or written
request, to any person receiving this Prospectus. Such requests should be made
to Richard H. Braucher, Esq., Senior Vice President, Secretary and General
Counsel, BancTEXAS Group Inc., P. O. Box 802527, Dallas, Texas 75380-2527,
(214) 701-4704.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of BTX Group, previously filed with the
Commission pursuant to the Exchange Act, are being delivered to each person who
receives this Prospectus:
BancTEXAS Group Inc. 1993 Annual Report and Form 10-K (for the
fiscal year ended December 31, 1993); Form 10-K/A (for the fiscal year ended
December 31, 1993, filed on April 18, 1994).
The specific portions of such documents of BTX Group identified below
are incorporated by reference herein; the remainder of such documents is not
incorporated by reference in this Prospectus:
-3-
<PAGE> 7
<TABLE>
<CAPTION>
Document Portion(s) Incorporated by Reference
-------- ------------------------------------
<S> <C>
BancTEXAS Group Inc. 1993 Annual Report Management's Discussion and Analysis of Financial
and Form 10-K Condition and Results of Operations -- pages 4-27
Financial Statements and Notes thereto -- pages 28-60
Description of Business of BTX Group -- pages 62-70
</TABLE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating the purchase and ownership of BTX Common Stock:
(i) The market value of BTX Common Stock may
fluctuate significantly. The number and value of the shares
of BTX Common Stock offered in this Prospectus were determined
in arms'-length negotiations based primarily on market prices
of BTX Common Stock in the period up to and including
November, 1993, and there is no assurance that the market
price will continue at the same level. See "THE SETTLEMENT
AGREEMENT" and "MARKET FOR BTX COMMON STOCK."
(ii) There is no assurance that the market for BTX
Common Stock will
-4-
<PAGE> 8
be sufficiently liquid to enable persons acquiring shares in
this offering to sell their shares promptly if they should
desire to do so. During 1993, the average monthly volume of
trading in BTX Common Stock on all markets, including the New
York Stock Exchange ("NYSE"), was approximately 886,000
shares. If all or a substantial number of the purchasers
hereunder were to place orders to sell the BTX Common Stock
simultaneously, such orders could have the effect of
significantly reducing the market price of BTX Common Stock.
Furthermore, such orders could not be executed until a
sufficient number of orders to purchase shares of BTX Common
Stock were placed by other investors.
(iii) One-half of the shares of BTX Common Stock
acquired pursuant to this offering may not be resold or
otherwise transferred until six (6) months after the date of
this Prospectus. During that six-month period, such shares
may fluctuate in value, so that the net value of the shares
for persons acquiring them pursuant to the Settlement could be
less (or greater) than that anticipated when the Settlement
was agreed to.
(iv) The banking business has become increasingly
competitive in recent years, and BTX Group and BancTEXAS
National Association, its wholly-owned banking subsidiary
("BankTEXAS"), compete against larger banks and non-bank
financial organizations in every aspect of this business.
During 1993, BankTEXAS experienced additional pressure on its
earnings as result of, among other factors, a decline in
interest rates payable on its loans, which has not been offset
by comparable reductions in interest rates paid on deposits.
Additional information regarding these developments is
contained on pages 4 through 6 and in the accompanying tables
in BTX Group's 1993 Annual Report on Form 10-K for the year
ended December 31, 1993, which is incorporated herein by
reference. See "RECENT DEVELOPMENTS" and "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."
THE SETTLEMENT AGREEMENT
In 1986 a lawsuit styled W.O. Bankston, et al. v. Edward Nash, et al.
was filed in the United States District Court in Dallas against BTX Group and
its former chairman and chief executive officer, Edward C. Nash; twenty-two
plaintiffs ultimately joined in the suit, alleging that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder
in connection with an $8.25 million private placement of BTX Common Stock.
The plaintiffs also alleged that the acts of BTX Group and Mr. Nash constituted
common law fraud, breach of representations and warranties contained in an
agreement underlying the private placement, and breach of the registration
rights provisions of the same agreement. The plaintiffs sought rescission of
their investments and unspecified monetary damages, including punitive damages
and attorneys' fees. BTX Group vigorously defended the lawsuit, while at the
same time seeking when possible to settle claims individually with individual
plaintiffs on terms as favorable as possible to BTX Group. Prior to December
31, 1992, settlements had been reached with all but nine of the plaintiffs.
Since that time, the case has been pending and BTX Group has continued to incur
ongoing legal fees and costs arising out of discovery and various preliminary
matters preceding a possible trial.
-5-
<PAGE> 9
In November 1993 BTX Group and Mr. Nash reached agreement as to the
terms of settlement of all issues in the case with the remaining nine
plaintiffs. That agreement was incorporated into a written Settlement
Agreement dated November 15, 1993 (the "Settlement Agreement").
The Settlement Agreement provides for the general release by each
plaintiff of both BTX Group and Mr. Nash of all liability relating to the
private placement and the claims asserted (as well as any other claims which
could have been asserted) in the case (the "Bankston Lawsuit"), and general
releases by BTX Group and Mr. Nash of all of the plaintiffs. Furthermore, BTX
Group is obligated to take the following actions:
400,000 SHARES OF BTX COMMON STOCK
Subject to appropriate registration of the shares with the Commission,
BTX Group agreed to issue 400,000 shares of its common stock, $.01 par value
(the "Settlement Shares") to the plaintiffs and/or their legal counsel. In
that regard, BTX Group is required to seek the registration of the Settlement
Shares by filing a registration statement with the Commission by not later than
February 28, 1994, and to bear the expense of registering the Settlement Shares
for sale. BTX Group has complied with this requirement by filing the
registration statement of which this Prospectus is a part (the "Registration
Statement").
BTX Group is required to cause the Settlement Shares to be issued
within four days after the effective date of the Registration Statement.
One-half of the Settlement Shares (i.e., 200,000 shares) will be issued without
any limitation on the ability of the recipients to resell such shares at any
time. The remaining 200,000 shares will be issued subject to a contractual
restriction which obligates each holder not to transfer, sell or dispose of the
shares until six (6) months after the effective date of the Registration
Statement. To implement this restriction, the Settlement Agreement provides
that (1) the certificates evidencing these 200,000 shares will bear a legend
reflecting the foregoing agreement not to resell for 6 months, and (2) BTX
Group will place a stop order with its transfer agent, Chemical Bank, to
prevent a transfer of the shares in contravention of the six-month restriction.
This limitation on the transferability of 200,000 of the Settlement
Shares was negotiated by BTX Group in the Settlement Agreement in order to
limit the potential impact of this transaction on the market for BTX Common
Stock. However, there is no assurance that offers to sell or sale of the
Settlement Shares will not affect the price of BTX Common Stock or create order
imbalances, particularly if all or many of the persons acquiring shares
hereunder seek to sell their shares at or near the same time. Furthermore, the
requirement not to transfer such shares for at least six months subjects the
holder to the risks of price fluctuations during the six-month period. See
"RISK FACTORS".
PROMISSORY NOTES OF RUSH AND SEEDS
BTX Group is the holder of two promissory notes, in the principal
amounts of $309,375.00 and $206,250.00, executed by two of the remaining
plaintiffs in the Bankston Lawsuit (Charles Rush and Charles Seeds,
respectively). The promissory notes are to be tendered by BTX Group to Messrs.
Rush and Seeds, respectively.
The two promissory notes were originally executed and delivered by
Messrs. Rush and Seeds to BancTEXAS Dallas N.A., a former subsidiary of the
Company, in 1984 in connection with loans, the proceeds of which were used to
purchase the Company's stock
-6-
<PAGE> 10
in the private placement which became the subject of the Bankston Lawsuit.
When the holder of the two notes commenced litigation to collect them, Messrs.
Rush and Seeds both defended those lawsuits on substantially the same theories
as were set forth in the plaintiffs' complaint in the Bankston Lawsuit. These
collection actions were stayed until the Bankston Lawsuit could be tried or
otherwise terminated.
In January of 1990, BancTEXAS Dallas N.A. was declared insolvent and
placed in the hands of the FDIC as receiver. The FDIC then sold substantially
all of the assets of that bank (including the Seeds and Rush notes) to Hibernia
National Bank in Texas.
In March 1993, in order to better position itself in negotiations
which ultimately led to the settlement agreement, BTX Group purchased the Seeds
and Rush notes from Hibernia National Bank in Texas for $51,562. The purchase
prices of these notes, which were deeply discounted due to the financial
condition of the two borrowers, were expensed in full at the time of their
acquisition.
The Settlement Agreement further provides that BTX Group would be
penalized by having to issue additional shares to the plaintiffs in the event
that BTX Group failed to file the Registration Statement with the Commission
prior to April 1, 1994. However, since the Registration Statement was filed in
a timely manner, this provision is no longer applicable.
The overall effect on BTX Group's 1993 earnings of the settlement of
the Bankston Lawsuit was a charge to earnings of approximately $600,000,
reflecting both the cost of acquiring the Rush and Seeds notes and the
accounting treatment of the issuance of the Settlement Shares in final
resolution of the Bankston Lawsuit.
PLAN OF DISTRIBUTION
The Settlement Shares are to be distributed without the payment of any
commission, finder's fee or other incentive payment to any broker or dealer.
BTX Group is bearing all of the costs associated with the issuance of the
Settlement Shares, including the costs involved in registration thereof with
the Commission and the costs of applying to have the Settlement Shares listed
for trading on the NYSE.
The purpose of this transaction is to consummate the Settlement
Agreement and thereby to terminate completely the litigation which preceded it.
Accordingly, BTX Group intends to issue the Settlement Shares only upon
acceptance thereof by all of the plaintiffs and their counsel as contemplated
in the Settlement Agreement, and BTX Group will not consider issuing less than
all of the Settlement Shares.
BTX GROUP
BTX Group, a Delaware corporation registered under the Bank Holding
Company Act of 1956, as amended, is primarily engaged in the business of
banking through its wholly-owned subsidiary, BankTEXAS National Association
("BankTEXAS"). The principal function of BTX Group is to assist the management
of BankTEXAS in asset and liability management, planning, operating policies
and procedures, loan participation, personnel management, internal audit and
control procedures, loan review and regulatory compliance. BankTEXAS has one
active nonbank subsidiary, the principal function of which is to provide
services to BankTEXAS.
At December 31, 1993, BTX Group had consolidated total assets,
deposits and
-7-
<PAGE> 11
stockholders' equity of approximately $369 million, $243 million and $15
million, respectively. BTX Common Stock is listed and traded on the NYSE. See
"MARKET FOR BTX COMMON STOCK."
The principal executive offices of BTX Group are located at 13747
Montfort Drive, Dallas, Texas 75240, and the telephone number is (214)
701-4700.
See "AVAILABLE INFORMATION," "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE," and "CERTAIN INFORMATION ABOUT BTX GROUP."
BankTEXAS is a national banking association, incorporated under the
laws of the United States, headquartered in Houston, Texas, with branches in
Houston, McKinney, Dallas and Irving, Texas. BankTEXAS is a member of the
Federal Reserve System and its deposits are insured by the Federal Deposit
Insurance Corporation ("FDIC"). The principal executive offices of BankTEXAS
are located at 2929 Allen Parkway, Houston, Texas 77019, telephone (713)
781-7171.
BankTEXAS is engaged in a variety of commercial and personal banking
activities for customers in its market areas of Houston, McKinney, Dallas and
Irving, Texas, including the acceptance of deposits for checking, savings and
time deposit accounts, the making of secured and unsecured loans to
corporations, individuals and others, the issuance of charge cards, the rental
of safe deposit boxes, the sale of annuities and the rendering of investment
and financial counsel to institutions and individuals.
BankTEXAS first began a program of purchasing automobile loans from
new car dealers in 1988 and subsequently enhanced its program of making loans
directly to consumers to purchase new and used motor vehicles. This has been a
major source of new business activity in the past five years. In 1990,
programs were begun whereby loans are made to consumers in order to enable them
to purchase marine products and to make improvements to their primary
residences. In 1991, credit card lines were again offered to bank customers
for the first time in several years.
BankTEXAS makes construction and real estate development loans, as
well as other loans secured by nonresidential real estate. In 1991, it
commenced a program emphasizing the making of interim construction loans
secured by first liens on residential real estate.
In 1993 BankTEXAS commenced two additional programs designed to
increase both its interest and fee income. In the fourth quarter it made its
first mortgage warehouse loan and agreed to purchase FHA Title One home
improvement loans originated by other lenders.
As of December 31, 1993, BankTEXAS had total assets of $355 million,
total deposits of $243 million and stockholders' equity of $15 million.
-8-
<PAGE> 12
RECENT DEVELOPMENTS
During 1993, BTX Group experienced pressure on its earnings as a
result of, among other factors, a reduction in the net interest margin as the
interest rates payable on its loans have declined without comparable reductions
in the interest rates paid on deposits. Reference is made to the consolidated
financial statements of BTX Group and the notes thereto, in the Annual Report
on Form 10-K for the year ended December 31, 1993 for detailed information
about the financial results for BTX Group in 1993.
Additional information regarding the impact on BTX Group's earnings
from the reduction in net interest margin, as well as information about steps
the Company has taken to address the recent pressure on earnings is contained
in MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND REUSLTS OF
OPERATIONS which appears on pages 4 through 27 of the 1993 Annual Report which
is incorporated by reference herein. See "INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE."
CERTAIN INFORMATION ABOUT BTX GROUP
Certain information relating to the business of BTX Group,
consolidated financial statements of BTX Group and other related matters is set
forth in or incorporated by reference in BTX Group's Annual Report on Form 10-K
for the year ended December 31, 1993, which is part of the 1993 Annual Report
to Stockholders incorporated by reference herein. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."
MARKET FOR BTX COMMON STOCK
BTX Common Stock, which is the only outstanding class of stock issued
by the Company, is listed on the NYSE under the symbol "BTX". Continued
listing on the NYSE is subject, among other things, to the financial
eligibility and distribution requirements of the NYSE. Set forth below are the
closing high and low sale prices for the BTX Common Stock on the NYSE as
reported by the NYSE Composite Transactions Tape during the calendar periods
indicated. These prices are in dollars and are rounded to the nearest 1/32.
<TABLE>
<CAPTION>
High Low
-------- -------
<S> <C> <C>
1992:
1st Quarter....................................... 2 7/8 7/16
2nd Quarter...................................... 2 3/4 1 3/4
3rd Quarter...................................... 2 1/8 1 3/8
4th Quarter...................................... 1 7/8 1 1/4
</TABLE>
-9-
<PAGE> 13
<TABLE>
<S> <C> <C>
1993:
1st Quarter....................................... 2 7/8 1 3/4
2nd Quarter...................................... 2 1/2 1 7/8
3rd Quarter...................................... 2 1 1/2
4th Quarter...................................... 1 3/4 1 1/4
1994:
1st Quarter....................................... 1 3/4 1 3/8
</TABLE>
There were approximately 6,200 holders of record of Common Stock as of
December 31, 1993. This number does not include individual participants in
security position listings such as those held by clearing agencies.
In 1985 the Board of Directors of BTX Group suspended payment of the
quarterly dividends on BTX Common Stock. As a bank holding company, its
ability to pay dividends is a function of regulatory requirements and the
dividend payments, if any, received by it from BankTEXAS. BTX Group is
currently restricted from paying any dividends due to a deficiency in retained
earnings and pursuant to an agreement with the FDIC.
SUPERVISION AND REGULATION
The following discussion of statutes and regulations affecting bank
holding companies and banks is only a summary and does not purport to be
complete. This discussion is qualified in its entirety by reference to such
statutes and regulations.
BTX GROUP AND THE BANK
BTX Group is a registered bank holding company pursuant to the Bank
Holding Company Act of 1956, as amended (the "Bank Holding Company Act") and,
as such, is subject to regulation and examination by the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board"). It is required to
file with the Federal Reserve Board annual reports and other information
regarding its business operations and those of its subsidiaries. The Federal
Reserve Board has asserted the authority under the Bank Holding Company Act to
require a bank holding company such as BTX Group to provide capital to an
undercapitalized subsidiary bank, and legislation enacted in 1991 contains
provisions having a similar effect. Furthermore, the Bank Holding Company Act
and the regulations thereunder limit acquisitions by a bank holding company of
5% or more of the voting shares of additional banks and companies in other
businesses, and often require prior regulatory approval for those acquisitions
which are permitted. A bank holding company is generally prohibited from
acquiring any company unless its business is determined by the Federal Reserve
Board to be so closely related to banking as to be a proper incident thereto.
BTX Group is also subject to periodic examinations conducted to
determine its compliance with applicable statutes and regulations, its
financial condition, and other aspects of its operations. These examinations
are conducted by the Federal Reserve Bank of Dallas on behalf of the Federal
Reserve Board.
The Federal Reserve Act imposes restrictions on loans and other
transactions between BankTEXAS and BTX Group or any of BTX Group's other
subsidiaries. These restrictions require, among other things, that all
transactions between BankTEXAS and the Company or its nonbank subsidiaries be
on substantially similar terms as comparable transactions between BankTEXAS and
nonaffiliated enterprises. BTX Group is also subject to certain restrictions
with respect to engaging in the securities business and in businesses not
deemed
-10-
<PAGE> 14
"closely related" to banking.
BankTEXAS is chartered under the National Bank Act of 1864, and it is
subject to regulation, supervision and examination by the Comptroller of the
Currency and to regulations promulgated by both the Federal Reserve Board and
the FDIC. The FDIC insures all deposits held by the Bank up to, in general, a
maximum of $100,000 for each insured depositor.
The operations of BankTEXAS are also subject to numerous laws and
regulations relating to the extension of credit and making of loans to
individuals. Such laws include the Federal Consumer Credit Protection Act,
which regulates, among other things, disclosure of credit terms, credit
advertising, credit billing and collection, and expansion of credit, and the
Texas Consumer Credit Code and Texas Consumer Protection Code, which regulate,
among other things, interest rates, disclosure of credit terms and practices
relating to the extension and collection of loans. In addition, remedies to
the borrower and penalties to the lender are provided for failure of the lender
to comply with such laws and regulations. The scope and requirements of such
laws and regulations have been expanded significantly in recent years.
The enactment of two recent federal statutes, the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and the
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), has
significantly affected the banking industry generally and will have an ongoing
effect on both BTX Group and BankTEXAS in the foreseeable future.
FIRREA restructured both the deposit insurance system and the
regulation of savings institutions, and it contains numerous provisions
affecting banks. This legislation also includes several provisions that relate
to bank holding companies including those described herein and numerous other
provisions. Among the more significant of the changes, the Bank Insurance Fund
of the FDIC was established to insure bank deposits, and the FDIC has increased
the premiums which must be paid by banks over the next several years. FIRREA
also provides for cross-guarantees for commonly controlled banks and thrifts.
If the FDIC incurs a loss in connection with the default of an insured bank or
thrift, any other commonly controlled depository institution may be required to
reimburse the FDIC for the loss. Other important changes in banking law and
regulation made by FIRREA include enhanced supervisory and enforcement powers
for the federal banking regulatory agencies, creation of the Resolution Trust
Corporation to dispose of failed savings institutions and their assets, and
broadened authority for bank holding companies to acquire savings institutions.
FDICIA increased the resources available to the FDIC for the
resolution of bank failures and imposed substantial new supervisory and
regulatory measures on the banking industry, particularly troubled banks. It
also added substantial new enforcement mechanisms for financial institutions
which do not meet capital levels specified in regulations adopted pursuant to
FDICIA.
FDICIA required the three federal bank regulatory agencies to
establish five classifications for insured depository institutions, ranging
from "well capitalized" to "critically undercapitalized", based primarily on
leverage and risk-based capital requirements for institutions within the
agencies' respective jurisdictions. The regulatory agencies are authorized, in
their discretion, to establish additional capital requirements as to particular
institutions.
Any institution not meeting applicable capital requirements is deemed
"undercapitalized" and the institution's primary regulator could determine that
at a particular lower level of capital, an institution is "significantly
undercapitalized." An institution would be "critically undercapitalized" if
its capital falls below the "critical capital level," defined in regulations
adopted in 1992 within certain parameters set in the 1991 Act.
-11-
<PAGE> 15
The "critical" capital level must require institutions to maintain a ratio of
at least 2% Tier I capital to assets, but the ratio established as a critical
capital level may not exceed 65% of the leverage capital requirement applicable
to the institution, except that an institution could be treated as critically
undercapitalized at a higher capital level if it is determined to be in an
unsafe or unsound condition.
If BankTEXAS were to fail to maintain the level of capital required
under the leverage or risk-based standards or under any new standards which
might be adopted, it would be considered to be "undercapitalized" and subject
to certain sanctions described below.
FDICIA provides that an undercapitalized institution will be required
to submit to the appropriate regulatory agency a capital restoration plan and
will be subject to restrictions on operations, including prohibitions on
branching, engaging in new activities, paying management fees, making capital
distributions such as dividends, and increasing its assets and liabilities,
without regulatory approval. Moreover, a company controlling an
undercapitalized depository institution will be required to guarantee its
subsidiaries' compliance with the capital restoration plan up to an amount
equal to the lesser of 5% of such an institution's assets or the amount of the
capital deficiency when such an institution first fails to meet the plan.
Restrictions on loans to undercapitalized institutions from the Federal Reserve
Banks also apply.
Significantly or critically undercapitalized institutions and
undercapitalized institutions that do not submit and comply with capital
restoration plans acceptable to the applicable regulatory agency will be
subject to numerous potential restrictions on their operations and intervention
in their management decisions by applicable regulatory agencies, as well as
limitations on compensation of senior officers. In addition to the foregoing,
a critically undercapitalized institution would be subjected to more severe
restrictions and supervision. FDICIA further requires the appointment of a
conservator or receiver within 90 days after an institution becomes critically
undercapitalized.
The regulatory agencies are also required to adopt uniform capital and
accounting rules requiring, where practicable, supplemental disclosure of
"mark-to-market" valuation of assets and liabilities and of contingent assets
and liabilities. The FDIC is required to develop deposit insurance premiums
which are based on the level of risk determined by the regulatory agencies to
be present in particular institutions, as discussed further below under "FDIC
Insurance Premiums."
FDICIA also provides for numerous other regulatory changes, including
expanded roles for audit committees and independent auditors, particularly in
larger financial institutions; additional regulatory reporting; consumer low-
and moderate-income lending and deposit programs; and periodic review and
updating of applicable standards. In addition, the FDIC was granted new
authority to adopt minimum standards for various aspects of the operations of
depository institutions, including asset quality, earnings, compensation
arrangements and other matters. Pursuant to this authority, the FDIC may
consider adopting proposals which could significantly influence the banking
industry, although the impact of these proposals is expected to be most severe
on institutions which fail to meet applicable capital requirements or are
otherwise regarded by regulatory agencies as in an unsatisfactory condition.
REGULATIONS GOVERNING CAPITAL
Both BTX Group and BankTEXAS are subject to risk-based and leverage
capital requirements, which are administered, respectively, by the Federal
Reserve Board and the OCC.
The following table compares the capital ratios of BTX Group and
BankTEXAS at December 31, 1993
-12-
<PAGE> 16
with regulatory requirements applicable to all FDIC-insured banks and bank
holding companies. The federal bank regulatory agencies have the authority to
impose higher requirements on individual banks and bank holding companies.
<TABLE>
<CAPTION>
TIER I CAPITAL AS TOTAL CAPITAL AS
A PERCENTAGE OF A PERCENTAGE OF
RISK-BASED LEVERAGE RISK-BASED
ASSETS RATIO ASSETS
------------------ --------------- ------------------
<S> <C> <C> <C>
BTX Group at December 31, 1993 7.02% 4.27% 8.47%
BankTEXAS at December 31, 1993 7.30% 4.55% 8.55%
Regulatory requirement for all banks 4.625% 3.00% and 8.00%
and bank holding companies above *
</TABLE>
___________________________________
* The general leverage ratio is 3% for banks and holding
companies in the highest rating category recognized by the bank regulatory
agencies, and an additional cushion of at least 100 to 200 basis points is
required for other banking organizations.
As defined by applicable regulations, "Tier I Capital" consists of the
stockholders' equity of BTX Group and BankTEXAS, respectively; "Total Capital"
of BankTEXAS is the sum of the stockholders' equity plus a portion of the
allowance for loan losses, and "Total Capital" of BTX Group is the sum of its
stockholders' equity, a portion of the allowance for loan losses and
outstanding convertible debentures in the principal amount of $421,600. The
term "risk-based assets" equals total assets, plus certain off- balance sheet
items, with various adjustments designed to reflect the risk characteristics of
the assets, liabilities and certain off-balance sheet items; and "adjusted
total assets" is a term used to reflect a regulatory measure of a bank's total
assets.
FDIC INSURANCE PREMIUMS
BankTEXAS and the industry as a whole are subject to rapidly increased
FDIC deposit insurance premiums. Effective July 1, 1991, the FDIC increased
deposit insurance premiums to 23 cents per $100 of deposits from 19.5 cents in
the first half of 1991, 12.0 cents in 1990 and 8.3 cents prior thereto. Under
FIRREA, the FDIC is authorized to charge varying premiums to different
categories of banks depending on risk assessment factors (particularly capital
ratios) and to set the annual premiums for depository institutions as high as
determined necessary to assure stability of the insurance fund, thus eliminating
the maximum annual increase of 7.5 cents and the prior overall cap of 32.5 cents
per $100 of deposits. The deposit insurance premium rate currently paid by
BankTEXAS is 29 cents per $100 of deposits. Until this rate is lowered,
BankTEXAS' earnings will be adversely affected as compared with banks having
lower premium rates.
ACQUISITIONS AND BRANCH BANKING; COMMUNITY REINVESTMENT ACT REQUIREMENTS
Since 1988 both commercial banks and savings institutions have had
unlimited branch banking privileges in Texas, subject to the prior approval of
an institution's primary federal and/or state regulatory authority. As a
result, acquisitions of banks by other banks or bank holding companies are
frequently structured so as to
-13-
<PAGE> 17
eliminate the separate bank charters of acquired banks, converting some or all
of them into branch banks; furthermore, banking organizations operating in
Texas now have the option of opening additional branch offices as an
alternative to acquiring additional banks, thrift institutions or holding
companies.
Proposals to revise the Community Reinvestment Act ("CRA"), which
imposes requirements on insured financial institutions with respect to lending
to members of low- and moderate-income groups within their respective service
areas, are likely to be a focal point of both legislative and regulatory
attention in the next few years. The Clinton Administration has requested that
the four bank and thrift regulatory agencies adopt new requirements, and
proposed new rules have recently been published for comment by the four
agencies.
Traditionally, issues under CRA have been emphasized during regulatory
consideration of bank acquisition transactions and attempts to establish new
branch offices, and the regulatory agencies have within the past year more
frequently required acquiring institutions to make commitments with regard to
low-income and minority lending and/or investment as part of the process of
obtaining necessary regulatory approvals. In certain cases, regulatory
approval of a proposed transaction has been denied based upon an unsatisfactory
rating of the acquirer under CRA.
Although it is not possible to predict what changes will be made in
CRA laws and regulations, it is widely expected that banks and thrift
institutions will be required to comply with more stringent and possibly more
expensive requirements in this area. These changes may impede or change the
process by which an institution such as BankTEXAS is able to grow through
acquisition and/or opening new branch offices, and they could also affect any
possible acquisition of BTX Group and BankTEXAS.
INTERSTATE BANKING
As a result of a 1989 amendment to the Texas Banking Code and in
conjunction with the Bank Holding Company Act, BTX Group is now legally able to
acquire or establish banks in any state of the United States if that state's
laws permit the acquisition or establishment of such banks. However, the Board
of Directors has not at this time made any plans to acquire or establish banks
in any state other than Texas. Proposals to greatly expand the powers of
financial institutions to operate on a nationwide basis, removing most of the
existing restrictions, has been debated but not enacted by Congress. Congress
is currently considering such a proposal, which has been approved by committees
in both the Senate and House and is reported to have significant support. It
is not possible to predict the terms of such legislation, if enacted, or its
effect on BTX Group or BankTEXAS.
USURY LAWS
The maximum legal rate of interest that a bank may charge on a loan
depends on a variety of factors such as the type of borrower, purpose of the
loan, amount of the loan, and date that the loan is made. There are several
different state and federal statutes that set maximum legal rates of interest
for various lending situations. If a loan qualifies under more than one
statute, a bank may often charge the highest rate for which the loan is
eligible.
Certain federal statutes partially preempt state usury laws. They
remove, among other things, the state usury limitations on certain first lien
residential real property loans made by certain federally related lenders
including BankTEXAS. Usury law interest ceilings can have substantial adverse
effects on a bank's ability to lend money at profitable rates in periods when
interest rates and costs of funds to the bank are high, both in absolute terms
and relative to competitors. Moreover, because some competitors of BankTEXAS
are located
-14-
<PAGE> 18
outside of Texas and are subject to more favorable interest rate regulation or
no interest rate regulation at all, they may be able to lend funds to potential
customers of BankTEXAS at higher rates of interest.
ENVIRONMENTAL LAWS
Many federal, state and local governmental authorities have enacted or
adopted provisions regulating the discharge of materials into the environment
and otherwise relating to the protection of the environment. In this regard,
under the Comprehensive Environmental Response Compensation and Liability Act
and under other laws enacted by various states and other governmental
authorities, the costs of the clean-up of hazardous substances can be
recovered. These laws have greatly expanded the potential liability of banks
for hazardous waste clean-up costs. Management evaluates the potential
liability of BankTEXAS when considering a loan and before any action is taken
to foreclose on a property. BankTEXAS believes that it has not violated any
provisions regulating the discharge of materials into the environment, and no
capital expenditures are planned for environmental control facilities. Neither
BTX Group nor BankTEXAS has been notified that it is liable for any hazardous
substance clean-up costs.
PROPOSED LEGISLATION
Numerous other legislative proposals affecting the banking industry
have been proposed from time to time. Such proposals include: nationwide
branching by all categories of depository institutions; limitations on
investments that an institution may make with insured funds and on permissible
activities of such institutions; regulation of all insured depository
institutions by a single regulatory agency or a reduction in the number of
separate bank regulatory agencies; permitting ownership of banks by commercial
enterprises; limitations on the number of accounts protected by the federal
deposit insurance funds; reduction of the $100,000 coverage limit on deposits;
and changes in the duties of depository institutions under community
reinvestment laws. Any such proposals, if enacted, could materially affect the
Company and BankTEXAS by changing the regulatory environment in which they
operate and/or by increasing competition for banking and financial services.
It is uncertain which, if any, of the proposals may ultimately become law.
OTHER REGULATIONS
In addition to the foregoing requirements, the OCC and the other
federal bank regulatory agencies have very broad authority in supervising
numerous aspects of the business of both BTX Group and BankTEXAS. If BTX Group
or BankTEXAS were to become unable to meet applicable capital requirements or
the requirements of other regulations, one or more of the federal bank
regulatory agencies would have the authority to take additional supervisory
actions or impose sanctions or operational and reporting requirements, some of
which could adversely affect the ability of BTX Group and BankTEXAS to operate
profitably.
EXPERTS
The consolidated financial statements of BTX Group incorporated in
this Prospectus by reference from BTX Group's Annual Report on Form 10-K for
the year ended December 31, 1993, have been audited by Deloitte & Touche,
independent public accountants, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing. Such consolidated financial statements give retroactive effect to
the merger of First Bank/Las Colinas with BankTEXAS, which was accounted for as
a pooling of interests. The consolidated statements as they relate to First
Bank/Las Colinas ("First Bank") are based on the balance sheet
-15-
<PAGE> 19
of First Bank as of December 31, 1991 and related statements of income,
stockholders' equity and cash flows of First Bank for the years ended December
31, 1991 and 1990 which were audited by Fisk & Robinson, a professional
corporation, independent public accountants, on whose report Deloitte & Touche
relied.
LEGAL MATTERS
The validity of the shares of BTX Common Stock to be issued hereunder
is being passed upon by Richard H. Braucher, Senior Vice President and General
Counsel of BTX Group.
-16-
<PAGE> 20
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Printing and filing expenses........... $1,000.00
SEC Registration Fee................... $198.26
NYSE Filing Fee........................ $1,000.00
Accounting fees and expenses........... $1,000.00
Legal fees and expenses................ $17,500.00
Miscellaneous.......................... $1,000.00
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under BTX
Group's Restated Certificate of Incorporation, Bylaws, any agreement or
otherwise.
In October 1990, BTX Group entered into separate Indemnity Agreements
with each of its executive officers and directors. Pursuant to such
agreements, BTX Group will, under certain circumstances, indemnify such persons
against all expenses, judgements, fines and penalties incurred in connection
with the defense or settlement of any actions brought against them by reason of
the fact that they are or were officers, directors, employees or agents of the
Company or assumed certain responsibilities at the request of BTX Group. BTX
Group established a trust in October 1990, the funds of which are available to
BTX Group to satisfy its indemnification obligations under the foregoing
Indemnity Agreements or otherwise.
Reference is made to Article X of BTX Group's Bylaws which provides
for indemnification of directors, officers, employees or agents of BTX Group
under certain circumstances.
The provisions of BTX Group's Bylaws, the above-referenced Indemnity
Agreements and Section 145 of the Delaware General Corporation Law may be
sufficiently broad to indemnify BTX Group's directors, officers, employees or
agents for certain liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
BTX Group pursuant to the foregoing provisions, BTX Group has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
II-1
<PAGE> 21
Item 16. Exhibits
This Registration Statement includes the following Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4 Instruments Defining the Rights of
Security Holders: BTX Group has various
instruments outstanding which define the
rights of security holders. BTX Group
agrees to furnish a copy of any such
instrument to the Securities and Exchange
Commission upon request.
5 * Opinion of Richard H. Braucher, Senior
Vice President and General Counsel to BTX
Group, with respect to legality of the
securities being registered.
10 Material Contracts
10(a) Form of Stock Purchase Agreement, dated as
of December 3, 1984, by and between BTX
Group and each of the Purchasers (filed as
Exhibit 10.22 to BTX Group's Annual
Report on Form 10-K for the year ended
December 31, 1984, and incorporated herein
by reference).
10(b) BTX Group 1990 Stock Option Plan as
amended July 22, 1993 (filed as Exhibit
10(c) to BTX Group's Quarterly Report on
Form 10-Q for the quarter ended June 30,
1993, and incorporated herein by
reference).
10(c) Agreement Concerning Subsidiary Banks
dated as of November 30, 1990, executed by
and between the Federal Deposit Insurance
Corporation and BTX Group (filed as
Exhibit 10(g) to BTX Group's Annual
Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein
by reference).
10(d) Agreement Concerning Warrants dated as of
November 30, 1990, executed by and between
the Federal Deposit Insurance Corporation
and BTX Group (filed as Exhibit 10(h) to
BTX Group's Annual Report on Form 10-K for
the year ended December 31, 1990, and
incorporated herein by reference).
10(e) Restatement and Extension of Employment
Agreement, dated August 16, 1990, between
BTX Group and Nathan C. Collins (filed as
Exhibit 10(j) to BTX Group's Annual
Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein
by reference).
II-2
<PAGE> 22
10(f) Amendment to Executive Employment
Agreement between BTX Group and Nathan C.
Collins dated May 1, 1991 (filed as
Exhibit 10(k) to BTX Group's Annual Report
on Form 10-K for the year ended December
31, 1991).
10(g) Depository Agreement between Brown
Brothers Harriman & Co. and BTX Group
dated November 30, 1992 (filed as Exhibit
10(h) to BTX Group's Annual Report on Form
10-K for the year ended December 31, 1992
and incorporated herein by reference).
10(h) BTX Group Directors' Retirement Plan dated
March 18, 1993 (filed as Exhibit 10(i) to
BTX Group's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993 and
incorporated herein by reference).
10(i) Deferred Compensation Agreement with
Nathan C. Collins dated April 22, 1993
(filed as Exhibit 10(j) to BTX Group's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993 and
incorporated herein by reference).
10(j) 1993 Directors' Stock Bonus Plan (filed as
Exhibit 10(k) to BTX Group's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1993 and incorporated herein by
reference).
10(k) * Settlement Agreement by and among BTX
Group, Edward Nash, American Equitable
Life Insurance Co., Dalcon, Inc., James
Hammond, Curtis Leggett, Delwin W. Morton,
Charles C. Rush, Charles W. Seeds, Jr.,
Charles J. Wilson and Robert A. Yarber,
and related Releases.
13(a) * Annual Report to Security Holders for the
period ended December 31, 1993.
23(a) * Consent of Deloitte & Touche.
23(b) * Consent of Richard H. Braucher,
Esq.--included in Exhibit No. 5.
23(c) Consent of Fisk & Robinson, a professional
corporation -- filed herewith.
II-3
<PAGE> 23
24 * Power of Attorney (included under the
caption entitled "POWER OF ATTORNEY" in
Part II of this Registration Statement).
____________________________________________
* previously filed
Item 17. Undertakings
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions (described in
Item 15), or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public polity as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on the 20th day of April, 1994.
BANCTEXAS GROUP INC.
By: /s/ NATHAN C. COLLINS
Nathan C. Collins
Chairman of the Board, President and
Chief Executive Officer
II-5
<PAGE> 25
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
Chairman of the Board,
President and Chief
/s/ NATHAN C. COLLINS Executive Officer
-------------------------------------- (Principal Executive Officer) April 20, 1994
Nathan C. Collins
*/s/ RICHARD L. BROWN Director April 20, 1994
--------------------------------------
Richard L. Brown
Director
--------------------------------------
Charles A. Crocco, Jr.
*/s/ JOSEPH J. LESZCZYNSKI Director April 20, 1994
--------------------------------------
Joseph J. Leszczynski
*/s/ THOMAS A. STANZEL Director April 20, 1994
--------------------------------------
Thomas A. Stanzel
Director
- ---------------------------------------
Edward T. Story, Jr.
Senior Vice President, April 20, 1994
Treasurer and Chief
*/s/ D. KERT MOORE Financial Officer
--------------------------------------
D. Kert Moore (Principal Financial and
Accounting Officer)
</TABLE>
*By: /s/ NATHAN C. COLLINS
Nathan C. Collins
Attorney-in-Fact
II-6
<PAGE> 26
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4 Instruments Defining the Rights of
Security Holders: BTX Group has various
instruments outstanding which define the
rights of security holders. BTX Group
agrees to furnish a copy of any such
instrument to the Securities and Exchange
Commission upon request.
5 * Opinion of Richard H. Braucher, Senior
Vice President and General Counsel to BTX
Group, with respect to legality of the
securities being registered.
10 Material Contracts
10(a) Form of Stock Purchase Agreement, dated as
of December 3, 1984, by and between BTX
Group and each of the Purchasers (filed as
Exhibit 10.22 to BTX Group's Annual
Report on Form 10-K for the year ended
December 31, 1984, and incorporated herein
by reference).
10(b) BTX Group 1990 Stock Option Plan as
amended July 22, 1993 (filed as Exhibit
10(c) to BTX Group's Quarterly Report on
Form 10-Q for the quarter ended June 30,
1993, and incorporated herein by
reference).
10(c) Agreement Concerning Subsidiary Banks
dated as of November 30, 1990, executed by
and between the Federal Deposit Insurance
Corporation and BTX Group (filed as
Exhibit 10(g) to BTX Group's Annual
Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein
by reference).
10(d) Agreement Concerning Warrants dated as of
November 30, 1990, executed by and between
the Federal Deposit Insurance Corporation
and BTX Group (filed as Exhibit 10(h) to
BTX Group's Annual Report on Form 10-K for
the year ended December 31, 1990, and
incorporated herein by reference).
10(e) Restatement and Extension of Employment
Agreement, dated August 16, 1990, between
BTX Group and Nathan C. Collins (filed as
Exhibit 10(j) to BTX Group's Annual
Report on Form 10-K for the year ended
December 31, 1990, and incorporated herein
by reference).
II-7
<PAGE> 27
10(f) Amendment to Executive Employment
Agreement between BTX Group and Nathan C.
Collins dated May 1, 1991 (filed as
Exhibit 10(k) to BTX Group's Annual Report
on Form 10-K for the year ended December
31, 1991).
10(g) Depository Agreement between Brown
Brothers Harriman & Co. and BTX Group
dated November 30, 1992 (filed as Exhibit
10(h) to BTX Group's Annual Report on Form
10-K for the year ended December 31, 1992
and incorporated herein by reference).
10(h) BTX Group Directors' Retirement Plan dated
March 18, 1993 (filed as Exhibit 10(i) to
BTX Group's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993 and
incorporated herein by reference).
10(i) Deferred Compensation Agreement with
Nathan C. Collins dated April 22, 1993
(filed as Exhibit 10(j) to BTX Group's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993 and
incorporated herein by reference).
10(j) 1993 Directors' Stock Bonus Plan (filed as
Exhibit 10(k) to BTX Group's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1993 and incorporated herein by
reference).
10(k) * Settlement Agreement by and among BTX
Group, Edward Nash, American Equitable
Life Insurance Co., Dalcon, Inc., James
Hammond, Curtis Leggett, Delwin W. Morton,
Charles C. Rush, Charles W. Seeds, Jr.,
Charles J. Wilson and Robert A. Yarber and
related Releases.
13(a) * Annual Report to Security Holders for the
period ended December 31, 1993.
23(a) * Consent of Deloitte & Touche.
23(b) Consent of Richard H. Braucher,
Esq.--included in Exhibit No. 5.
23(c) Consent of Fisk & Robinson, a professional
corporation -- filed herewith.
24 * Power of Attorney (included under the
caption entitled "POWER OF ATTORNEY" in
Part II of the Registration Statement).
____________________________________________
* previously filed
II-8
<PAGE> 1
EXHIBIT 23(C)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm and to (i) the reference related to
the use of our opinion dated May 15, 1992 accompanying the financial
statements of First Bank/Las Colinas for the years ended December 31, 1991,
1990 and 1989 in the Annual Report on Form 10K of BancTEXAS Group, Inc. and in
this Registration Statement on Form S-2 and (ii) the reference to our firm
under the heading "Experts" in the Prospectus which is part of this
Registration Statement.
/s/ FISK & ROBINSON P.C.
April 20, 1994
Dallas, Texas
