SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934*
INDEPENDENT BANKSHARES, INC.
(Name of Issuer)
Common Stock, par value $0.25 per share
(Title of Class of Securities)
453841 20 7
(CUSIP Number)
BRYAN W. STEPHENSON
547 Chestnut Street
Abilene, Texas 79602
(915) 677-5550
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with this statement.
[ ] (A fee is not required only if the reporting person: (1) Has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended ("Exchange Act") or
otherwise subject to the liabilities of that section of the
Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
The Exhibit Index required by Rule 0-3(c) is located at page
8 of this filing.
<PAGE> Page 2 of 13
(1) Name of Reporting Person Bryan W. Stephenson
S.S. No. of Above Person ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds* BK, PF
- -----------------------------------------------------------------
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship U.S.A.
- -----------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
(7) Sole Voting 64,870
Power
------------------------------------------------------
(8) Shared Voting 13,480
Power
------------------------------------------------------
(9) Sole Dispositive 57,195
Power
------------------------------------------------------
(10) Shared Dispositive 21,155
Power
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned 78,350
by Each Reporting Person
- -----------------------------------------------------------------
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares *
- -----------------------------------------------------------------
(13) Percent of Class Represented by 7.5%
Amount in Row (11)
- -----------------------------------------------------------------
(14) Type of Reporting Person * IN
- -----------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE> Page 3 of 13
AMENDMENT NO. 1 TO SCHEDULE 13D
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
The Statement on Schedule 13D relating to the common stock par
value $.25 per share of Independent Bankshares, Inc., filed by
Bryan W. Stephenson on or about January 11, 1993 is hereby amended
and supplemented as follows:
Item 1. Security and Issuer
The response to Item 1 is hereby amended and restated in its
entirety to read as follows:
This Statement on Schedule 13D, as amended (this "Statement"),
relates to the common stock, par value $0.25 per share (the
"Common Stock") of Independent Bankshares, Inc., a Texas
corporation, which has its principal executive offices located
at 547 Chestnut Street, Abilene, Texas 79602 (the "Issuer").
Item 2. Identity and Background
The response to Item 2 is hereby amended and restated in its
entirety to read as follows:
(a)-(b) This Statement is filed by Bryan W. Stephenson, an
individual resident of the State of Texas (the
"Reporting Person"). The business address of the
Reporting Person is 547 Chestnut Street, Abilene, Texas
79602.
(c) The Reporting Person is the President and Chief Executive
Officer of the Issuer.
(d)-(e) During the last five (5) years, the Reporting Person has
not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) nor was the
Reporting Person a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction such that, as a result of such proceeding,
the Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
<PAGE> Page 4 of 13
Item 3. Source and Amount of Funds or Other Consideration
The response to Item 3 is hereby amended and restated in its
entirety to read as follows:
This Statement is being filed as a result of an increase in
the beneficial ownership of the Common Stock by the Reporting
Person.
Stock Option. On December 15, 1993, the Board of Directors of
the Issuer granted the Reporting Person a nonqualified stock
option to purchase 7,000 shares of Common Stock (the
"Option"). Pursuant to the applicable Stock Option Agreement
by and between the Reporting Person and the Issuer, the Option
is exercisable until December 31, 1997 and, prior to the stock
dividend discussed below, carried an exercise price of $9.00
per share, payable in cash or shares of previously acquired
Common Stock prior to the issuance thereof. The Reporting
Person anticipates that if he exercises the Option as
described herein, he will use personal funds to satisfy the
exercise price.
Market Purchase. On March 30, 1995, the Reporting Person
acquired 7,000 shares of Common Stock from First Company in a
single privately negotiated transaction at a price of $7.00
per share or an aggregate purchase price of $49,000. The
funds used to purchase these shares were borrowed from
Boatmen's First National Bank of Amarillo, Amarillo, Texas
(the "Bank") in the ordinary course of the Bank's business.
The Security Agreement by and between the Bank and the
Reporting Person is attached as an exhibit to this Statement.
Other Transactions. At various times prior to the filing of
this Statement, the Reporting Person acquired beneficial
ownership of an aggregate of an additional 1,969 shares of
Common Stock in a series of unrelated market and private
transactions ranging in prices from $7.00 to $7.50 per share.
The Reporting Person used personal funds to acquire all of
these shares. The Reporting Person also acquired beneficial
ownership of 2,559 shares of Common Stock since the Schedule
13D originally filed January 11, 1993, as a result of various
reallocations under the Issuer's Employee Stock
Ownership/401(k) Plan (the "ESOP/401(k) Plan").
Stock Dividends. On May 31, 1993, the Issuer granted the
holders of its Common Stock, as of April 30, 1993, a 5% stock
dividend. The Reporting Person increased his beneficial
ownership by 2,054 shares of Common Stock as a result of this
stock dividend.
On May 31, 1995, the Issuer granted the holders of its Common
Stock a 33-1/3% stock dividend. The stock dividend was paid
to holders of record as of May 10, 1995. The Reporting Person
increased his beneficial ownership by 17,252 shares as a
result of this stock dividend. Additionaly, pursuant to the
terms of the applicable Stock Option Agreement, the Option
referred to above was proportionately adjusted as a result of
this stock dividend resulting in the Reporting Person's
ability to exercise the Option for 9,333 shares of Common
Stock.
<PAGE> Page 5 of 13
Item 4. Purpose of Transaction
The response to Item 4 is hereby amended and restated in its
entirety to read as follows:
The Reporting Person's present intent is to hold the Common
Stock owned by him for investment purposes only.
Additionally, the Reporting Person presently anticipates that
any shares of the Issuer's Common Stock to be acquired by him
upon exercise of stock options shall be acquired for
investment purposes only. Whether the Reporting Person
purchases any additional shares of Common Stock or exercises
his option to acquire shares of Common Stock, and the amount,
method and timing of any such purchase or exercise, will
depend upon the Reporting Person's continuing assessment of
pertinent factors, including, among other things, the
availability of such shares for purchase or acquisition at
acceptable price levels and/or upon acceptable terms; the
business and prospects of the Reporting Person and the Issuer
and other business and investment opportunities available to
the Reporting Person; economic conditions; money market and
stock market conditions; the attitude and actions of other
stockholders of the Issuer; the availability and nature of
opportunities to dispose of Common Stock; the availability of
funds or financing for additional purchases; regulatory and
other legal considerations; and other plans and requirements
of the Reporting Person. Depending upon his assessment of
these factors from time to time, the Reporting Person may
elect to acquire additional shares of Common Stock (by means
of privately negotiated purchases of shares, market purchases,
option exercise or otherwise) or to dispose of some or all of
the Common Stock beneficially owned by him. However, neither
the timing nor the circumstances of future acquisitions or
dispositions has been determined at the date hereof.
Item 5. Interest in Securities of the Issuer
The response to Item 5 is hereby amended and restated in its
entirety to read as follows:
(a) The aggregate number of shares of Common Stock which may be
deemed to be beneficially owned by the Reporting Person as of
the date of filing this Statement is 78,350 shares,
constituting approximately 7.5% of the outstanding Common
Stock of the Issuer. This includes (i) 9,333 shares of Common
Stock that the Reporting Person has the right to acquire
within 60 days pursuant to the exercise of the Option
described in Item 3 above, (ii) 7,643 shares of Common Stock
that could be acquired within 60 days through the conversion
of the Issuer's Series C Cumulative Convertible Preferred
Stock (the "Series C Preferred Stock") owned by the Reporting
Person's spouse, and (iii) 3,945 shares of Common Stock that
could be acquired within 60 days through the conversion of
additional shares of Series C Preferred Stock held by the
ESOP/401(k) Plan for the benefit of the Reporting Person.
<PAGE> Page 6 of 13
(b) The Reporting Person has the sole power to vote 64,870 shares
of Common Stock.
The Reporting Person shares the power to vote 13,480 shares of
Common Stock with Mrs. Stefanie Stephenson, the Reporting
Person's spouse. Mrs. Stephenson's residence address is 1413
Tanglewood, Abilene, Texas 79605 and she is the owner of Ard
Drilling Company, an oil and gas drilling and exploration
company. During the last five (5) years, Mrs. Stephenson has
not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) nor was she a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction such that, as a result of such
proceeding, she was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or
mandating activity subject to, federal or state securities
laws or finding any violation with respect to such laws.
The Reporting Person has the sole power to dispose of 57,195
shares of Common Stock.
The Reporting Person shares the power to dispose of 13,480
shares of Common Stock with Mrs. Stephenson and an additional
7,675 shares of Common Stock with the ESOP/401(k) Plan. The
ESOP/401(k) Plan's business address is 547 Chestnut Street,
Abilene, Texas 79602.
(c) Except as specified herein, the Reporting Person has effected
no other transactions in the shares of Common Stock of the
Issuer during the past 60 days.
(d) Mrs. Stephenson individually, and the Reporting Person and
Mrs. Stephenson jointly, have the right to receive any
dividends or proceeds from the sale of 12,221 and 1,259 shares
respectively of Common Stock. The ESOP/401(k) Plan has the
right to receive any dividends or proceeds from the sale of
7,675 shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, or Understandings with Respect
to Securities of the Issuer
The response to Item 6 is not amended but is restated in its
entirety to read as follows:
Not applicable.
<PAGE> Page 7 of 13
Item 7. Material to be Filed as Exhibits
The response to Item 7 is hereby amended and restated in its
entirety to read as follows:
EXHIBIT NO. EXHIBIT
(1) Security Agreement, by and between the
Reporting Person and Boatmen's First National
Bank of Amarillo.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 21, 1995
/s/ Bryan W. Stephenson
Bryan W. Stephenson
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
<PAGE> Page 8 of 13
EXHIBIT INDEX
EXHIBIT CONSECUTIVE
NO. DOCUMENTS PAGE NO.
(1) Security Agreement, by and between 9
the Reporting Person and Boatmen's
First National Bank of Amarillo
<PAGE> Page 9 of 13
Exhibit 1
SECURITY AGREEMENT
(Collateral Pledge Agreement)
DATE: MARCH 28, 1995
DEBTOR: BRYAN W. STEPHENSON
BUSINESS OR
RESIDENCE
ADDRESS: PO Box 3296
CITY, STATE
& ZIP CODE: Abilene, Texas 79064
SECURED PARTY: BOATMEN'S FIRST NATIONAL BANK OF AMARILLO
BUSINESS OR
RESIDENCE
ADDRESS: 8th & Taylor - PO Box 1331
CITY, STATE
& ZIP CODE: Amarillo, Texas 79180
1. SECURITY INTEREST AND COLLATERAL. To secure (check one):
[ ] the payment and performance of each and every debt,
liability and obligation of every type and description which Debtor
may now or at any time hereafter owe to Secured Party (whether such
debt, liability or obligation now exists or is hereafter created or
incurred, and whether it is or may be direct or indirect, due or to
become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several;
all such debts, liabilities and obligations being herein
collectively referred to as the "Obligations"),
[X] the debt, liability or obligation of the Debtor to
secured party evidenced by the following: NOTE DATED 3-28-95 IN
THE AMOUNT OF $49,000, and any extensions, renewals or replacements
thereof (herein referred to as the "Obligations"),
Debtor hereby grants Secured Party a security interest (herein
called the "Security interest") in (check one):
[ ] all property of any kind now or at any time hereafter
owned by Debtor, or in which Debtor may now or hereafter have an
interest, which may now be or may at any time hereafter come into
the possession or control of Secured Party or into the possession
or control of Secured Party's agents or correspondents, whether
such possession or control is given for collateral purposes or for
safekeeping, together with all rights in connection with such
property (herein called the "Collateral"),
[X] the property owned by Debtor and held by Secured Party
that is described as follows: INDEPENDENT BANKSHARES, INC. STOCK
ISSUED TO BRYAN W. STEPHENSON - 15,415 SHARES together with all
rights in connection with such property (herein called the
"Collateral").
<PAGE> Page 10 of 13
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtors
represents, warrants and covenants that:
(a) Debtor will duly endorse, in blank, each and every
instrument constituting Collateral by signing on said instrument or
by signing a separate document of assignment or transfer, if
required by Secured Party.
(b) Debtor is the owner of the Collateral free and clear of
all liens, encumbrances, security interests and restrictions,
except the Security Interest and any restrictive legend appearing
on any instrument constituting Collateral.
(c) Debtor will keep the Collateral free and clear of all
liens, encumbrances and security interests, except the Security
Interest.
(d) Debtor will pay, when due, all taxes and other
governmental charges levied or assessed upon or against any
Collateral.
(e) At any time, upon request by Secured Party, Debtor will
deliver to Secured Party all notices, financial statements, reports
or other communications received by Debtor as an owner or holder of
the Collateral.
(f) Debtor will upon receipt deliver to Secured Party in
pledge as additional Collateral all securities distributed on
account of the Collateral such as stock dividends and securities
resulting from stock splits, reorganizations and recapitalizations.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH
ON PAGE 2 HEREOF, ALL OF WHICH ARE MADE A PART HEREOF.
BRYAN W. STEPHENSON
(Debtor's Name)
By: /s/ Bryan W. Stephenson
BRYAN W. STEPHENSON
<PAGE> Page 11 of 13
ADDITIONAL PROVISIONS
3. RIGHTS OF SECURED PARTY. Debtor agrees that Secured Party may
at any time, whether before or after the occurrence of an Event of
Default and without notice or demand of any kind, (i) notify the
obligor on or issuer of any Collateral to make payment to Secured
Party of any amounts due or distributable thereon, (ii) in Debtor's
name or Secured Party's name enforce collection of any Collateral
by suit or otherwise, or surrender, release or exchange all or any
part of it, or compromise, extend or renew for any period any
obligation evidenced by the Collateral, (iii) receive all proceeds
of the Collateral, and (iv) hold any increase or profits received
from the Collateral as additional security for the Obligations,
except that any money received from the Collateral shall, at
Secured Party's option, be applied in reduction of the Obligations,
in such order of application as Secured Party may determine, or be
remitted to Debtor.
4. EVENTS OF DEFAULT. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called
"Event of Default"); (i) Debtor shall fail to pay any or all of the
Obligations when due or (if payable on demand) on demand, or shall
fail to observe or perform any covenant or agreement herein binding
on it; (ii) any representation or warranty by Debtor set forth in
this Agreement or made to Secured Party in any financial statements
or reports submitted to Secured Party by or on behalf of Debtor
shall prove materially false or misleading (iii) a garnishment
summons or a writ of attachment shall be issued against or served
upon the Secured Party for the attachment of any property of the
Debtor or any indebtedness owing to Debtor; (iv) Debtor or any
guarantor of any Obligation shall (A) be or become insolvent
(however defined); (B) voluntarily file, or have filed against it
involuntarily, a petition under the United States Bankruptcy Code;
or (C) if a corporation, partnership or organization, be dissolved
or liquidated or, if a partnership, suffer the death of a partner
or, if an individual, die; or (D) go out of business; (v) Secured
Party shall in good faith believe that the value then realizable by
collection or disposition of the collateral, after deduction of
expenses of collection and disposition, is less than the aggregate
unpaid balance of all Obligations then outstanding; (vi) Secured
Party shall in good faith believe that the prospect of due and
punctual payment of any or all of the Obligations is impaired.
5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an
Event of Default and at any time thereafter, Secured Party may
exercise any one or more of the following rights or remedies: (i)
declare all unmatured Obligations to be immediately due and
payable, and the same shall thereupon be immediately due and
payable, without presentment or other notice or demand; (ii)
exercise all voting and other rights as a holder of the Collateral;
(iii) exercise and enforce any or all rights and remedies available
upon default to a secured party under the Uniform Commercial Code,
including the right to offer and sell the Collateral privately to
purchasers who will agree to take the Collateral for investment and
not with a view to distribution and who will agree to the
imposition of restrictive legends on the certificates representing
the Collateral, and the right to arrange for a sale which would
otherwise qualify as exempt from registration under the Securities
Act of 1933; and if notice to Debtor of any intended disposition of
the Collateral or any other intended action is required by law in
a particular instance, such notice shall be deemed commercially
reasonable if given at least 10 calendar days prior to the date of
intended disposition or other action; (iv) exercise or enforce any
or all other rights or remedies available to Secured Party by law
or agreement against the Collateral, against Debtor or against any
other person or property. Upon the occurrence of the Event of
Default described in Section 4(iv)(B), all Obligations shall be
immediately due and payable without demand or notice thereof.
<PAGE> Page 12 of 13
6. MISCELLANEOUS. Any disposition of the Collateral in the
manner provided in Section 5 shall be deemed commercially
reasonable. This Agreement can be waived, modified, amended,
terminated or discharged, and the Security Interest can be
released, only explicitly in a writing signed by Secured Party. A
waiver signed by Secured Party shall be effective only in the
specific instance and for the specific purpose given. Mere delay
or failure to act shall not preclude the exercise or enforcement of
any of Secured Party's rights or remedies. All rights and remedies
of Secured Party shall be cumulative and may be exercised
singularly or concurrently, at Secured Party's option, and the
exercise or enforcement of any one such right or remedy shall
neither be a condition to nor bar the exercise or enforcement of
any other. All notices to be given to Debtor shall be deemed
sufficiently given if delivered or mailed by registered or
certified mail, postage prepaid, to Debtor at its address set forth
above or at the most recent address shown on Secured Party's
records. Secured Party's duty of care with respect to Collateral
in its possession (as imposed by law) shall be deemed fulfilled if
Secured Party exercises reasonable care in physically safekeeping
such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable
care in the selection of the bailee or other third person, and
Secured Party need not otherwise preserve, protect, insure or care
for any Collateral. Secured Party shall not be obligated to
preserve any rights Debtor may have against prior parties, to
exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the
Collateral at all or in any particular manner or order, or to apply
any cash proceeds of Collateral in any particular order of
application. Debtor will reimburse Secured Party for all expenses
(including reasonable attorneys' fees and legal expenses) incurred
by Secured Party in the protection, defense or enforcement of the
Security Interest, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings. This Agreement shall be
binding upon and inure to the benefit of Debtor and Secured Party
and their respective heirs, representatives, successors and assigns
and shall take effect when signed by Debtor and delivered to
Secured Party, and Debtor waives notice of Secured Party's
acceptance hereof. This Agreement shall be governed by laws of the
state in which it is executed and, unless the context otherwise
requires, all terms used herein which are defined in Articles 1 and
9 of the Uniform Commercial Code, as in effect ins aid state, shall
have the meanings therein stated. If any provision or application
of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other
provisions or applications which can be given effect, and this
Agreement shall be construed as if the unlawful or unenforceable
provision or application had never been contained herein or
<PAGE> Page 13 of 13
prescribed hereby. All representations and warranties contained in
this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the
Obligations. If this Agreement is signed by more than one person
as Debtor, the term "Debtor" shall refer to each of them separately
and to both or all of them jointly, all such persons shall be bound
both severally and jointly with the other(s); and the Obligations
shall include all debts, liabilities and obligations owed to
Secured Party by a Debtor solely or by both or several or all
Debtors jointly or jointly and severally, and all property
described in Section 1 shall be included as part of the Collateral,
whether it is owned jointly by both or all Debtors or is owned in
whole or in part by one (or more) of them.
