<PAGE> 1
As filed with the Securities and Exchange Commission on January 5, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Copy to:
John S. Daniels, Esq.
600 E. Las Colinas Boulevard
Suite 540
Irving, Texas 75039-5617
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 Amount to be price per aggregate registration
registered 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; Certain Information About BTX Group; Supervision
and Regulation; Market for BTX Common Stock
12. Incorporation of Certain Information by
Reference........................................... Incorporation of Certain Documents by Reference
13. Indemnification for Securities Act
Liabilities......................................... Not Applicable
14. Other Expenses of Issuance and
Distribution........................................ The Settlement Agreement--Plan of Distribution
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
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 January , 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
CERTAIN INFORMATION ABOUT BTX GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
MARKET FOR BTX COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
BTX Group and the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regulations Governing Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FDIC Insurance Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Acquisitions and Branch Banking; Community Reinvestment Act Requirements . . . . . . 13
Interstate Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Proposed Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Other Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-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:
(a) BancTEXAS Group Inc. 1992 Annual Report and Form 10-K (for
the fiscal year ended December 31, 1992).
(b) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
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> <C>
(a) BancTEXAS Group Inc. 1992 Annual Management's Discussion and Analysis of Financial
Report and Form 10-K Condition and Results of Operations -- pages 7-29
Financial Statements and Notes thereto -- pages 30-62
Description of Business of BTX Group -- pages 64-73
(b) Quarterly Report on Form 10-Q for All
the quarter ended September 30,
1993
(c) Quarterly Report on Form 10-Q for All
the quarter ended June 30, 1993
(d) Quarterly Report on Form 10-Q for All
the quarter ended March 31, 1993
</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 the first eleven months of 1993, the average monthly volume of
trading in BTX Common Stock on all markets, including the New York
Stock Exchange ("NYSE"), was approximately 881,000 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 7 and 8 and in the accompanying tables in BTX Group's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1993, which is
incorporated herein by reference. See "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.
In November 1993 BTX Group and Mr. Nash reached agreement as to the
terms of settlement
-5-
<PAGE> 9
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 Bankston case, 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 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.
-6-
<PAGE> 10
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 September 30, 1993, BTX Group had consolidated total assets,
deposits and stockholders' equity of approximately $321 million, $254 million
and $15.1 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
-7-
<PAGE> 11
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 September 30, 1993, BankTEXAS had combined total assets of $306
million, total deposits of $254 million and stockholders' equity of $15 million.
BTX Group and BankTEXAS from time to time become involved in
litigation arising out of the conduct of the banking business, and BTX Group
has also been a party in significant litigation including that which gave rise
to the Settlement Agreement. For a description thereof, refer to note 13 to
the consolidated financial statements of BTX Group which are contained in the
1992 Annual Report to Stockholders incorporated herein by reference and
delivered herewith and Item 3 of the BTX Group Annual Report on Form 10-K for
the year ended December 31, 1992 (which is contained in such Annual Report).
In the case referred to in Paragraph (B) of Note 13 (Krim v. BancTEXAS Group
Inc., et al.), the United States Fifth Circuit Court of Appeals upheld the
trial court's decision in favor of BTX Group, thus ending the case without BTX
Group having any liability.
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, 1992, which is part of the 1992 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.
-8-
<PAGE> 12
<TABLE>
<CAPTION>
High Low
-------- -------
<S> <C> <C>
1991:
1st Quarter...................... $ 3/4 $ 7/32
2nd Quarter...................... 3/4 3/8
3rd Quarter...................... 1/2 3/8
4th Quarter...................... 3/8 1/4
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
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
</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
-9-
<PAGE> 13
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 "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
-10-
<PAGE> 14
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. 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
-11-
<PAGE> 15
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 September 30, 1993 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 September 30, 1993 7.45% 4.54% 8.90%
BankTEXAS at September 30, 1993 7.69% 4.87% 8.95%
Regulatory requirement for all banks
and bank holding companies 4.625% 3.00% and 8.00%
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.
-12-
<PAGE> 16
FDIC INSURANCE PREMIUMS
BankTEXAS and the industry as a whole are subject to rapidly
increasing FDIC deposit insurance premiums which will adversely affect future
operations. 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 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.
-13-
<PAGE> 17
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, but such proposals may be renewed in the
future. It is not possible to predict what the effect of such legislation, if
enacted, might be 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 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.
-14-
<PAGE> 18
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, 1992, 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.
LEGAL MATTERS
The validity of the shares of BTX Common Stock to be issued and
certain other legal matters in connection with the Merger are being passed upon
by Richard H. Braucher, Senior Vice President and General Counsel of BTX Group.
-15-
<PAGE> 19
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
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
</TABLE>
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> 20
Item 16. Exhibits
This Registration Statement includes the following Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
<S> <C>
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 -- filed herewith.
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).
</TABLE>
II-2
<PAGE> 21
<TABLE>
<S> <C> <C>
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 -- filed herewith.
13(a) * Annual Report to Security Holders for the period ended December
31, 1992.
13(b) * BTX Group's Form 10-Q for the quarter ended September 30, 1993.
23(a) Consent of Deloitte & Touche -- filed herewith.
23(b) Consent of Richard H. Braucher, Esq.--included in Exhibit No.
5.
24 Power of Attorney (included under the caption entitled "POWER
OF ATTORNEY" in Part II of this Registration Statement).
</TABLE>
- ---------------------------------------------
* previously filed
II-3
<PAGE> 22
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> 23
POWER OF ATTORNEY
Each person whose signature appears below authorizes Nathan C. Collins
and Richard H. Braucher, or either of them, to execute in the name of each such
person who is then an officer or director of the Registrant, and to file, any
amendments to this Registration Statement necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration of the BTX Common Stock
which is the subject of this Registration Statement, which amendment may make
such changes in such Registration Statement as the above-named attorneys, or
either of them, may deem appropriate.
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 4th day of January, 1994.
BANCTEXAS GROUP INC.
By: /s/ Nathan C. Collins
Nathan C. Collins
Chairman of the Board, President and
Chief Executive Officer
II-5
<PAGE> 24
Pursuant to the requirements of the Securities Act of 1933, this
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
Nathan C. Collins (Principal Executive Officer) January 4, 1994
/s/ Richard L. Brown Director January 4, 1994
Richard L. Brown
Director January , 1994
Charles A. Crocco, Jr.
/s/ Joseph J. Leszczynski Director January 4, 1994
Joseph J. Leszczynski
/s/ Thomas A. Stanzel Director January 4, 1994
Thomas A. Stanzel
Director January , 1994
Edward T. Story, Jr.
Controller, Treasurer
and Chief Accounting
/s/ D. Kert Moore Officer January 4, 1994
D. Kert Moore (Principal Financial and
Accounting Officer)
</TABLE>
II-6
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
<S> <C>
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 -- filed herewith.
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).
</TABLE>
II-7
<PAGE> 26
<TABLE>
<S> <C> <C>
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 -- filed herewith.
13(a) * Annual Report to Security Holders for the period ended December
31, 1992.
13(b) * BTX Group's Form 10-Q for the quarter ended September 30, 1993.
23(a) Consent of Deloitte & Touche -- filed herewith.
23(b) Consent of Richard H. Braucher, Esq.--included in Exhibit No.
5.
24 Power of Attorney (included under the caption entitled "POWER
OF ATTORNEY" in Part II of this Registration Statement).
</TABLE>
- --------------------------------------------
* previously filed
II-8
<PAGE> 1
EXHIBIT 5
<PAGE> 2
BancTEXAS Group Inc.
P.O. Box 802527
Dallas, Texas 75380-2527
January 5, 1994
{BancTEXAS LOGO}
BancTEXAS Group Inc.
13747 Montfort Drive, Suite 300
Dallas, Texas 75240
Re: Registration Statement on Form S-2 of BancTEXAS Group Inc.
as initially filed with the Securities and Exchange
Commission on January 5, 1994
Ladies and Gentlemen:
I am General Counsel of BancTEXAS Group Inc., a Delaware corporation (the
"Company"). I am rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 400,000 shares of
common stock, par value $0.01 per share, of the Company (the "Shares"). The
Company's registration statement on Form S-2 covering the sale of the Shares
(the "Registration Statement") is being initially filed under the Act with the
Securities and Exchange Commission (the "Commission") on or about January 5,
1994.
In reaching the conclusions expressed in this opinion, I have examined and
relied on such documents, corporate records and other instruments, including
certificates of public officials and certificates of officers of the Company,
and made such further investigation and inquiry relevant to the issuance of the
Shares as I have deemed necessary to the opinions expressed herein. I have
assumed that all signatures on all documents submitted to me are genuine, that
all documents submitted to me as originals are accurate and complete, and that
all documents submitted to me as copies are true, correct and complete copies
of the originals thereof.
Based solely upon the foregoing and subject to the comments and exceptions
herein stated, I am of the opinion that, when issued as described in the
Registration
<PAGE> 3
BancTEXAS Group Inc.
January 5, 1994
Page 2
Statement, the Shares will be legally issued, fully paid and nonassessable.
I express no opinion as to the laws of any jurisdiction other than the State of
Texas and, solely with respect to matters of corporate law, the State of
Delaware. I am not admitted to practice law in the State of Delaware.
Accordingly, any opinion herein as to the laws of the State of Delaware is
based solely upon the latest generally available compilation of the statutes
and case law of such state.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to me therein under
the caption "Legal Matters". In giving this consent, I do not hereby admit that
I come within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Richard H. Braucher
Richard H. Braucher
General Counsel
RHB:bjs
<PAGE> 1
EXHIBIT 10(k)
<PAGE> 2
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
W.O. BANKSTON, et al.
VS. 86-CV-2311
EDWARD NASH, et al.
SETTLEMENT AGREEMENT
WHEREAS, 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 (collectively the "Plaintiffs") and
BancTexas Group, Inc. ("BTX") and Edward Nash (collectively the "Defendants")
wish to compromise, settle and dispose of all claims and counterclaims by and
between them that were, have been, or could have been asserted by the
Plaintiffs and Defendants in the action entitled Bankston, et al. v. Nash, et
al, No. 86-CV-2311 which is currently pending in the United States District
Court for the Northern District of Texas, Dallas Division (the "Action"), and
in order to minimize the expense, effort, uncertainty and inconvenience
involved in further litigation between these parties;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, it is hereby agreed as follows:
1. The settlement agreement embodied herein (the "Agreement")
shall become binding on the parties hereto upon the signing
of the agreement by all parties and, where applicable, their
trustees in bankruptcy or receiver. In the event the receiver
for American Equitable Life Insurance does not receive
approval for the settlement from the Travis County Texas
District Court, the Agreement is void.
SETTLEMENT AGREEMENT - PAGE 1
<PAGE> 3
2. The terms of the settlement are as follows:
(a) Subject to compliance by BTX with all applicable securities
laws, BTX agrees to tender 400,000 shares of BTX common stock
(the "settlement shares") to the Plaintiffs without any
express or implied warranties or assurances of financial
condition with respect to BTX and the stock.
(b) BTX agrees to submit the settlement shares for registration to
the Securities and Exchange Commission ("SEC") as soon as
practicable after December 1, 1993, but in any event no later
than February 28, 1994.
(c) The efforts to obtain SEC registration for the settlement
shares shall be at the sole expense of BTX.
(e) BTX is now the owner and holder of two notes, one in the
principal amount of $309,375.00 dated December 14, 1985
executed by Charles Rush and one in the principal amount of
$206,250.00 dated December 16, 1985 executed by Charles Seeds,
which were given in order for Messrs. Rush and Seeds to
purchase stock in the December, 1984 private placement. BTX
agrees that said promissory notes will be tendered to Messrs.
Rush and Seeds (the "Rush and Seeds Notes"). BTX as sole owner
and holder of the Rush and Seeds Notes, shall accept, as full
payment of all of Rush's and Seeds' obligations to BTX under
the Rush and Seeds Notes, the release by Rush and Seeds of all
of their claims against BTX. The originals of the Rush and
Seeds Notes shall be deemed and marked "paid in full" and
returned to Rush and Seeds. BTX shall not issue or release any
IRS Form 1099 or any other such report indicating any income
or gain to Rush and Seeds as a result of this settlement.
(f) Within four (4) business days (excluding Saturdays, Sundays,
and holidays) after the effective date of the registration
statement for the settlement shares ("effective date"), BTX
shall cause its stock transfer agent, Chemical Bank, to issue
and deliver to Beatie, King & Abate for distribution to
Plaintiffs stock certificates representing in the aggregate
400,000 shares of its common stock. Each certificate shall
cover the number of shares and shall be registered in the name
of one of the Plaintiffs or Beatie, King & Abate, all as
directed by Kenneth King, attorney at law, in a written
document to the Corporate Secretary of BTX. Certficates
representing in total 200,000 shares shall be unrestricted so
as to permit the owners thereof to transfer, sell or dispose
of them at any time. Certificates representing the remaining
200,000 shares shall be restricted as to transfer, sale or
disposition by a "stop order" placed with the transfer agent
and shall bear the following legend:
The shares represented by this certificate
cannot be transferred, sold or disposed of
prior to ,1994 (a date exactly
six (6) months after the effective date).
SETTLEMENT AGREEMENT - PAGE 2
<PAGE> 4
(g) The Defendants shall execute and deliver to counsel for
Plaintiffs general releases in the form annexed hereto as
Exhibits A and B.
(h) If BTX does not submit the requisite information to the SEC
for registration of the Settlement Shares by February 28, 1994,
Plaintiffs shall then receive an additional 40,000 shares for
the first day of each month that passes after February 28,
1994 without BTX having submitted the requisite information.
(i) The Plaintiffs shall execute and deliver to counsel for
Defendants general releases in the form annexed hereto as
Exhibits C and D.
(j) Counsel for Plaintiffs and counsel for Defendants shall
execute a proposed Order of Dismissal With Prejudice and
without costs in the form annexed hereto as Exhibit E.
3. This Settlement Agreement shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns,
including any subsequently appointed Chapter 7 trustee, Chapter 11
trustee or receiver.
4. This Settlement Agreement is not, and may not be deemed to constitute,
an admission by any party of any allegation or claim actually asserted
or which could have been asserted in the Action nor any evidence with
respect to any allegation in the Action.
5. This Settlement Agreement shall be interpreted and construed in
accordance with the laws of the State of Texas.
6. This Settlement Agreement, and the Exhibits hereto, embody the whole
agreement of the parties relating to the disposition of the Action;
there are no promises, terms, conditions or obligations other than
those contained herein. However, the parties hereto agree to promptly
execute and deliver such other and further documents as reasonably may
be necessary or required to implement and effectuate the terms and
provisions of this Settlement Agreement.
SETTLEMENT AGREEMENT - PAGE 3
<PAGE> 5
7. This Settlement Agreement cannot be modified orally and can only be
modified by a writing duly executed by the parties with the same
formalities as this Settlement Agreement.
8. This Settlement Agreement may be executed in counterparts. The
Agreement is fully enforceable against a party upon entry of their
signature.
9. In the event of a material breach, the parties to this agreement have
the right to either seek specific performance or to declare the
agreement void and seek reinstatement of the action in a trial ready
posture.
DATED: November 15, 1993.
American Equitable Life Insurance Co.
By: /s/
Title: Special Deputy Receiver for American
Equitable Life Insurance Co.
Dalcon, Inc.
By: /s/ DON R. PLUNK
Title: President
/s/ JOHN DEE SPICER TRUSTEE
Trustee in Bankruptcy for James Hammond
/s/ CURTIS LEGGETT
Curtis Leggett
/s/ LINDA S. PAYNE
Delwin W. Morton by Linda S. Payne,
Chapter 7 Trustee for Delwin W.
Morton
SETTLEMENT AGREEMENT - PAGE 4
<PAGE> 6
/s/ CHARLES C. RUSH
Charles C. Rush
/s/ CHARLES W. SEEDS, JR.
Charles W. Seeds, Jr.
/s/ CHARLES J. WILSON
Charles J. Wilson
/s/ ROBERT A. YARBER
Robert A. Yarber
BancTexas Group Inc.
By: /s/ NATHAN C. COLLINS
Title: Chairman of the Board and
President
/s/ EDWARD NASH
Edward Nash
SETTLEMENT AGREEMENT - PAGE 5
<PAGE> 7
APPROVED AS TO FORM:
BEATIE, KING & ABATE
By: /s/ KENNETH KING
Kenneth King
ATTORNEYS FOR PLAINTIFFS
GARDERE & WYNNE
By: /s/ DONALD C. MCCLEARY
Donald C. McCleary
State Bar No. 13393500
ATTORNEYS FOR BANCTEXAS GROUP INC.
WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER
By: /s/ GEORGE H. KOLB
George H. Kolb
State Bar No. 11662000
ATTORNEYS FOR EDWARD NASH
SETTLEMENT AGREEMENT - PAGE 6
<PAGE> 8
RELEASE
To all to whom these presents shall come or may concern, know that
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 ("Plaintiffs"), as RELEASORS, in consideration of
400,000 shares of common stock of BancTexas Group, Inc. tendered by Defendant
BancTexas Group, Inc. pursuant to the Settlement Agreement dated November _,
1993, by and among Plaintiffs and Defendants, do hereby release and discharge
EDWARD NASH ("RELEASEE"), RELEASEE'S agents, heirs, executors, administrators,
predecessors, successors in interest, subsidiaries, directors, officers,
employees, agents, representatives and assigns from all actions, causes of
action, suits, debts, dues, sums of money, accounts, bonds, bills, covenants,
contracts, controversies, agreements, promises, damages, judgments, executions,
claims, and demands whatsoever, in law, admiralty or equity in any way related
to the allegations in the action entitled Bankston, et al. v. Nash, et al., No.
86-CV-2311 pending in the United States District Court for the Northern
District of Texas, which against the RELEASEE, the RELEASORS, RELEASORS'
successors and assigns ever had, now have or hereafter can, shall or may have
for, upon, or by reason of any matter, cause or thing whatsoever from the
begining of the world to the date of this RELEASE.
Whenever the text hereof requires, the use of singular number shall
include the appropriate plural number as the text of the within instrument may
require.
This RELEASE may not be changed orally.
IN WITNESS WHEREOF, the RELEASORS have caused this RELEASE to be
executed on this day of November, 1993.
----
RELEASE TO EDWARD NASH - PAGE 1
<PAGE> 9
AMERICAN EQUITABLE LIFE INSURANCE CO.
By: /s/
Title: Special Deputy Receiver for American
Equitable Life Insurance Co.
DALCON, INC.
By: /s/ DON PLUNK
Title: President
/s/ JOHN DEE SPICER TRUSTEE
Trustee in Bankruptcy for James Hammond
/s/ CURTIS LEGGETT
Curtis Leggett
/s/ LINDA S. PAYNE
Delwin W. Morton by Linda S. Payne,
Chapter 7 Trustee for Delwin W.
Morton
/s/ CHARLES C. RUSH
Charles C. Rush
/s/ CHARLES W. SEEDS, JR.
Charles W. Seeds, Jr.
/s/ CHARLES J. WILSON
Charles J. Wilson
/s/ ROBERT A. YARBER
Robert A. Yarber
RELEASE TO EDWARD NASH - PAGE 2
<PAGE> 10
STATE OF TEXAS )
) SS:
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
, known to me to be the person and officer whose name is subscribed
to the foregoing instrument and acknowledged to me that the same was the act of
the said AMERICAN EQUITABLE LIFE INSURANCE CO. and that he has executed the
same as the act of AMERICAN EQUITABLE LIFE INSURANCE CO. for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of November, 1993.
/s/
Notary Public, State of Texas
My Commission Expires: 5-15-94
STATE OF TEXAS )
) SS:
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
DON PLUNK, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of
the said DALCON, INC., and that he has executed the same as the act of DALCON,
INC. for the purposes and consideration therein expressed, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12th day of November, 1993.
/s/ KINDALL S. YATES
Notary Public, State of Texas
My Commission Expires: KINDALL S. YATES
Notary Public
{State of Texas Seal} State of Texas
My Comm. Exp. 01-27-96
RELEASE TO EDWARD NASH - PAGE 3
<PAGE> 11
STATE OF TEXAS )
) SS:
COUNTY OF TARRANT )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
JOHN DEE SPICER, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he has executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12th day of November, 1993.
/s/ PATRICIA ABERCROMBIE
Notary Public, State of Texas
My Commission Expires: 9/25/95
STATE OF TEXAS )
) SS:
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
CURTIS LEGGETT, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he has executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 11th day of November, 1993.
/s/ KINDALL S. YATES
Notary Public, State of Texas
My Commission Expires: KINDALL S. YATES
Notary Public
{State of Texas Seal} State of Texas
My Comm. Exp. 01/27/96
RELEASE TO EDWARD NASH - PAGE 4
<PAGE> 12
STATE OF TEXAS )
) SS:
COUNTY OF LAMAR )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
LINDA S. PAYNE, TRUSTEE, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he has executed the
same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of November, 1993.
/s/ PATSY A. PATRICK
Notary Public, State of Texas
My Commission Expires: PATSY A. PATRICK
{State of Texas Seal} Notary Public, State of Texas
My Commission Expires 03/29/1997
STATE OF TEXAS )
) SS:
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
CHARLES C. RUSH, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he has executed the
same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of November, 1993.
/s/ CATHY GRAY
Notary Public, State of Texas
My Commission Expires: Cathy Gray
{State of Texas Seal} Notary Public, State of Texas
My Commission Expires February 20, 1994
RELEASE TO EDWARD NASH - PAGE 5
<PAGE> 13
STATE OF TEXAS )
) SS:
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
CHARLES W. SEEDS, JR., known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he has executed the
same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12th day of November, 1993.
/s/ KINDALL S. YATES
Notary Public, State of Texas
My Commission Expires: KINDALL S. YATES
Notary Public
{State of Texas Seal} State of Texas
My Comm. Exp. 01/27/96
STATE OF TEXAS )
) SS:
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
CHARLES J. WILSON, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he has executed the
same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12th day of November, 1993.
/s/ KINDALL S. YATES
Notary Public, State of Texas
My Commission Expires: KINDALL S. YATES
Notary Public
{State of Texas Seal} State of Texas
My Comm. Exp. 01/27/96
RELEASE TO EDWARD NASH - PAGE 2
<PAGE> 14
STATE OF TEXAS )
) SS.
COUNTY OF DALLAS )
BEFORE ME, the undersigned Notary Public, on this day personally appeared
ROBERT A. YARBER, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he has executed the same for
the purpose and consideration therein expressed.
GIVEN UNDER MY HEAD AND SEAL OF OFFICE this 12th day of November, 1993.
{SEAL OF} MELISSA D. PARADIS /s/ MELISSA D. PARADIS
{THE STATE} COMMISSION EXPIRES Notary Public, State of Texas
{OF TEXAS} APRIL 28, 1997
My Commision Expires: 4-28-97
RELEASE TO EDWARD NASH - PAGE 7
<PAGE> 15
RELEASE
To all to whom these presents shall come or may concern, know that
EDWARD NASH ("Defendant"), as RELEASOR, in consideration of the sum of ONE
DOLLAR ($1.00) received from 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 ("Plaintiffs") as
RELEASEES, receipt whereof is hereby acknowledged, and pursuant to the
Settlement Agreement dated November , 1993 by and among Plaintiffs and
Defendants BancTexas Group Inc. and Edward Nash, does release and discharge the
said RELEASEES, RELEASEES' agents, heirs, executors, administrators,
predecessors, successors in interest, subsidiaries, directors, officers,
employees, agents, representatives and assigns from all actions, causes of
action, suits, debts, dues, sums of money, accounts, bonds, bills, covenants,
contracts, controversies, agreements, promises, damages, judgments,
executions, claims, and demands whatsoever, in law, admiralty or equity in
any way related to the allegations in the action entitled Bankston, et al. v.
Nash, et al., No. 86-CV-2311 pending in the United States District Court for the
Northern District of Texas, including any actions pending in Texas State Court
against Messrs. Hammond, Seeds, Yarber and Rush relating to their notes to
BancTexas Dallas reflecting amounts paid to purchase BancTexas Group Inc. stock
in a December, 1984 private placement, which against the RELEASEES, the
RELEASOR, RELEASOR'S successors and assigns ever had or now have.
Whenever the text hereof requires, the use of singular number shall
include the appropriate plural number as the text of the within instrument may
require.
RELEASE BY EDWARD NASH - PAGE 1
<PAGE> 16
This RELEASE may not be changed orally.
IN WITNESS WHEREOF, the RELEASOR has caused this RELEASE to be executed on
this day of November, 1993.
/s/ EDWARD NASH
Edward Nash
STATE OF NEW YORK )
) SS:
COUNTY OF )
BEFORE ME, the undersigned Notary Public, on this personally appeared
EDWARD NASH, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he has executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 22nd day of November, 1993.
/s/ IRVING SELGMAN
Notary Public, State of New York
My Commission Expires: IRVING SELGMAN
Notary Public, State of New York
{State of N.Y Seal} Certified in Schanectady County
No. 4895740
My Commission Expires Sept. 28, 1995
RELEASE BY EDWARD NASH - PAGE 2
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
BancTEXAS Group, Inc. on Form S-2 of our report dated March 18, 1993, appearing
in the Annual Report on Form 10-K of BancTEXAS Group, Inc. for the year ended
December 31, 1992 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE
Dallas, Texas
January 5, 1994
