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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 8-K
Date of Report (Date of earliest event reported): May 19, 1994
BancTEXAS Group Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-8937 75-1604965
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
P.O. BOX 802527 75380-2527
DALLAS, TEXAS (Zip Code)
(Address of principal executive
offices)
(214) 701-4700
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On May 19, 1994 BancTEXAS Group Inc. (the "Company") executed a Stock
Purchase and Operating Agreement between the Company and First Banks, Inc., a
Missouri corporation ("First Banks"). Pursuant to that agreement, First Banks
is to invest $30 million in the Company by purchasing 37,500,000 shares of a
new class of capital stock of the Company, to be designated "Class B Common
Stock." Consummation of the transaction is subject to certain conditions,
including the receipt by First Banks of required bank regulatory approvals and
the approval of the transaction and of admendments to the Company's Certificate
of Incorporation by the stockholders of the Company.
Also on May 19, 1994 the Company issued a press release announcing that
the Stock Purchase and Operating Agreement had been signed and providing
additional information regarding the terms thereof. A copy of that press
release appears as an exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit No. Description
----------- -----------
99 Joint Press Release dated May 19, 1994 of BancTEXAS
Group Inc. and First Banks, Inc. announcing the
execution on May 19, 1994 of a Stock Purchase and
Operating Agreement between the two companies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duty caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
BancTEXAS Group Inc.
(Registrant)
Date: May 26, 1994 By: /s/ RICHARD H. BRAUCHER
Richard H. Braucher
Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description Page
- - ----------- ----------- ----
99 Joint Press Release dated May 19, 1994 of
BancTEXAS Group Inc. and First Banks, Inc.
announcing the execution on May 19, 1994 of
a Stock Purchase and Operating Agreement
between the two companies.
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EXHIBIT 99
BANCTEXAS GROUP INC. NEWS RELEASE
NATHAN C. Collins May 19, 1994
(214) 701-4700
or
FIRST BANKS, INC.
Allen Blake
(314) 854-4635
First Banks, Inc.
to Invest $30 Million in
BancTEXAS Group Inc.
BancTEXAS Group Inc., a bank holding company headquartered in Dallas,
Texas ("BancTEXAS") and First Banks, Inc., a bank holding company headquartered
in St. Louis, Missouri ("First Banks") jointly announced today that they had
signed an agreement whereby First Banks will invest $30 million in BancTEXAS.
Subject to regulatory approval and approval by BancTEXAS' stockholders at its
Annual Meeting of Stockholders this summer, First Banks will purchase
37,500,000 shares ot BancTEXAS' Class B Common Stock for $.80 cents per share
which is a premium to book value.
Nathan C. Collins, Chairman of the Board, President and Chief Executive
Officer of BancTEXAS stated: "The directors and management of BancTEXAS are
extremely pleased to make this announcement. For the past seven years we have
been principally engaged in returning the company to profitability, with
acquisitions as a priority in order to achieve our goal. Time and again, the
inability to offer cash has made it very difficult for us to participate in the
competitive process of acquiring financial institutions in Texas. With this
additional investment by First Banks we can be a force in this process while
increasing our earnings long-term. We are particularly pleased to be able to
affiliate BancTEXAS with First Banks which is profitable and one of the best
managed banking organizations in the Midwest. This affiliation will enable us
to increase earnings, reduce certain overhead costs, and offer additional
services to customers in our markets."
"We view this transaction as a win-win for everyone involved. Our
customers will be offered new and expanded services from their current
BancTEXAS bankers. Our stockholders should see improvement in earnings per
share as we invest this cash and they will not suffer dilution since the price
to be paid for the new stock exceeds the book value per share of our existing
stock. The banking regulators will be pleased to note a significant improvement
in BancTEXAS' condition which will result from this additional capital.
BancTEXAS employees will have the excitement that comes from participating in
the rebirth of their bank. First Banks will be poised to participate in the
significant growth which can result from their investment in the excellent
marketplace we call Texas."
Mr. Collins indicated that he expects the consummation of this transaction
in the third quarter of 1994, assuming that regulatory and stockholder
approvals are obtained as anticipated.
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James F. Dierberg, Chairman of the Board, President and Chief Executive
officer of First Banks stated: "For some time we have been searching for
additional investment opportunities and we are very enthusiastic about the
possibilities which Texas presents in the 1990s. The management strengths of
BancTEXAS and its record of survival in the face of over-whelming odds have
impressed us. We believe that our shared strengths will enable BancTEXAS to
grow safely and soundly for the mutual benefit of First Banks and BancTEXAS'
current stockholders. We look forward to many years of working together toward
our mutual goals."
Under the terms of the Agreement, BancTEXAS will ask its stockholders to
approve the creation of a new class of stock to be known as its "Class B
Common". This stock will not be registered with the SEC or listed on any stock
exchange for at least five years. After five years First Banks will have the
right to convert each share of Class B Common into one share of regular common.
As a result, this Class B Common will not be freely tradeable during this
five-year period.
BancTEXAS' existing stockholders will continue to own all of the regular
common stock of the company, the terms of which will remain unchanged. After
consummation of this transaction BancTEXAS' existing stockholders will own
approximately 40% and First Banks will own approximately 60% of the number of
fully diluted shares. Both the regular common and the Class B Common will be
entitled to one vote per share.
Dividends, if any, paid by BancTEXAS on the Class B Common must be less
than those paid an BancTEXAS' existing common stock. Under an agreed formula,
when BancTEXAS' earnings permit, the regular common shares must receive three
cents per share of dividends before any dividends are paid on the Class B
Common. Thereafter, additional dividends per share will be equal.
To satisfy certain bank regulatory requirements, First Banks intends to
maintain its ownership position in BancTEXAS in excess of 50% of the total
number of shares actually issued and outstanding. To achieve this goal, the
parties have agreed that for seven and one-half years after the consummation of
this transaction, any time that BancTEXAS issues additional shares of its
regular common stock, First Banks will have the right to purchase additional
shares of the Class B Common so as to maintain at least 55% percent ownership
of the total. The price has been set according to a formula based on the book
value per share of BancTEXAS' common stock at the time of future issuances of
stock. For five years, First Banks shall pay 106.67% of BancTEXAS' tangible
common equity per share for Class B common. In the sixth year the price
increases to the lower of 113% of BancTEXAS' tangible common equity per share
or the market price per share. Thereafter, the price increases to the lower of
120% of BancTEXAS' tangible common equity per share or the market price.
With the $30 million investment from First Banks, BancTEXAS intends to
continue its announced goal of acquiring other Texas-based financial
institutions for cash and/or stock.
