<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
INDEPENDENT BANKSHARES, INC.
547 CHESTNUT STREET
ABILENE, TEXAS 79602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
To the Shareholders of
Independent Bankshares, Inc.
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Shareholders (the
"Annual Meeting") of Independent Bankshares, Inc., a Texas corporation (the
"Company"), will be held in the lobby of First State Bank, N.A., Central Branch,
547 Chestnut Street, Abilene, Texas on Tuesday, April 25, 1995, at 4:00 p.m.,
local time, for the purposes of considering and voting upon the following:
1. To elect four (4) directors to hold office in the classes and for
the terms specified or until their respective successors have been duly elected
and have qualified; and
2. To transact any and all other business that may properly be
presented at the Annual Meeting or any adjournment(s) thereof.
The items of business are more fully described in the Proxy Statement
accompanying this notice.
The Board of Directors has fixed March 17, 1995, as the record date (the
"Record Date") for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting or any adjournment(s) thereof. Only shareholders
of record at the close of business on the Record Date are entitled to notice of
and to vote at the Annual Meeting. The stock transfer books will not be closed.
A list of shareholders entitled to vote at the Annual Meeting will be available
for examination at the offices of the Company for ten days prior to the Annual
Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO
PROMPTLY MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED
AND VOTED IN ACCORDANCE WITH YOUR DESIRES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. YOUR PROXY WILL BE RETURNED TO YOU
IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND SHOULD REQUEST SUCH RETURN OR
IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED FOR REVOCATION OF
PROXIES ON THE INITIAL PAGES OF THE ENCLOSED PROXY STATEMENT. PROMPT RESPONSE BY
OUR SHAREHOLDERS WILL REDUCE THE TIME AND EXPENSE OF SOLICITATION.
By Order of the Board of Directors
Randal N. Crosswhite,
Corporate Secretary
Abilene, Texas
April 3, 1995
<PAGE>
INDEPENDENT BANKSHARES, INC.
547 CHESTNUT STREET
ABILENE, TEXAS 79602
______________________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
______________________________
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Independent Bankshares, Inc. (the "Company") in connection with
the solicitation by the Board of Directors of the Company of proxies to be voted
at the 1995 Annual Meeting of Shareholders (the "Annual Meeting") to be held on
April 25, 1995, at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders and at any adjournment(s)
of the Annual Meeting. This Proxy Statement, the accompanying proxy and the
Company's Annual Report to Shareholders for the year ended December 31, 1994,
are first being sent to shareholders of the Company on or about April 3, 1995.
The accompanying form of proxy is designed to permit each holder of the
Company's common stock, par value $0.25 per share (the "Common Stock"), to vote
for or withhold voting for any or all of the nominees for election as directors
of the Company listed under proposal 1 and to authorize the proxies to vote in
their discretion with respect to any other proposal brought before the Annual
Meeting. When a shareholder's executed proxy card specifies a choice with
respect to a voting matter, the shares will be voted accordingly. If no such
specifications are made, the proxies will be voted by those persons named in the
proxy at the Annual Meeting FOR the election of the nominees under the caption
"Election of Directors." If any other matters properly come before the Annual
Meeting, the proxies will vote upon such matters according to their judgment.
The Company encourages the personal attendance of its shareholders at the
Annual Meeting, and execution of the accompanying proxy will not affect a
shareholder's right to attend the Annual Meeting and to vote his or her shares
in person. Any shareholder giving a proxy has the right to revoke it by giving
written notice of revocation to Mr. Randal N. Crosswhite, Corporate Secretary,
Independent Bankshares, Inc., at the Company's principal executive offices, 547
Chestnut Street, Abilene, Texas 79602, at any time before the proxy is voted or
by executing and delivering a later-dated proxy or by attending the Annual
Meeting and voting his or her shares in person. No such notice of revocation or
later-dated proxy, however, will be effective until received by the Company at
or prior to the Annual Meeting. Such revocation will not affect a vote on any
matters taken prior to the receipt of such revocation. Mere attendance at the
Annual Meeting will not of itself revoke the proxy.
In addition to the solicitation of proxies by use of the mail, officers,
directors and regular employees of the Company may solicit the return of proxies
by personal interview, mail, telephone and/or facsimile. These persons will not
be additionally compensated, but will be reimbursed for out-of-pocket expenses.
The Company will also request brokerage houses and other custodians, nominees
and fiduciaries to forward solicitation material to the beneficial owners of
shares held of record by such persons and will reimburse such persons and the
Company's transfer agent for their reasonable out-of-pocket expenses in
forwarding such materials. All expenses of the Company in connection with this
solicitation will be borne by the Company.
-1-
<PAGE>
The Annual Report to Shareholders covering the Company's fiscal year ended
December 31, 1994 (the "Annual Report"), including audited financial statements,
is enclosed herewith. The Annual Report does not form any part of the material
for the solicitation of proxies.
PURPOSES OF THE MEETING
At the Annual Meeting, the shareholders of the Company will consider and
vote upon the following matters:
1. The election of four (4) directors to hold office in the classes and
for the terms specified or until their respective successors have been duly
elected and have qualified; and
2. Such other and further business as may properly be presented at the
Annual Meeting or any adjournment(s) thereof.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
GENERAL
The Board of Directors of the Company has fixed March 17, 1995, as the
record date (the "Record Date") for the Annual Meeting. Only holders of record
of the outstanding shares of Common Stock at the close of business on the Record
Date are entitled to notice of, and to vote at, the Annual Meeting or any
adjournment(s) thereof. At the close of business on the Record Date, the
Company had issued and outstanding 779,459 shares of Common Stock. The Common
Stock is the only class of stock entitled to vote at the Annual Meeting. A
shareholder is entitled to one vote, in person or by proxy, at the Annual
Meeting for each share of Common Stock held of record in his or her name at the
close of business on the Record Date.
QUORUM AND REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock entitled to vote at the Annual
Meeting or any adjournment(s) of the Annual Meeting is necessary to constitute a
quorum to transact business at the Annual Meeting. Assuming the presence of a
quorum, the affirmative vote of the holders of the Record Date of a plurality of
the outstanding shares of Common Stock present, in person or by proxy, at the
Annual Meeting is necessary for the election of directors.
-2-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table and notes to the table set forth certain information
with respect to the shares of Common Stock beneficially owned by (i) each
director and nominee for director of the Company, (ii) each executive officer of
the Company included in the Summary Compensation Table set forth under the
caption "Executive Compensation" below, (iii) each individual selected as an
advisory director of the Company and (iv) all directors and executive officers
of the Company as a group, as of the Record Date:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
NAME OF BENEFICIAL CLASS OWNED
BENEFICIAL OWNER OWNERSHIP (1) BENEFICIALLY (2)
- ---------------- ------------- ----------------
<S> <C> <C>
Lee Caldwell......................... 7,874(3) 1.00%
Arlas Cavett*........................ 18,446(4) 2.35
Mrs. Wm. R. (Amber) Cree............. 938 0.12
Randal N. Crosswhite................. 15,572(5) 1.99
Louis S. Gee......................... 27,020(6) 3.44
Marshal M. Kellar.................... 1,159(7) 0.15
Tommy McAlister...................... 1,966(8) 0.25
L.H. Mosley*......................... 30,725(9) 3.95
J.E. Smith*.......................... 1,796(10) 0.23
Bryan W. Stephenson.................. 51,765(11) 6.51
Scott L. Taliaferro.................. 51,222(12) 6.38
James D. Webster, M.D................ 531 0.07
C.G. Whitten......................... 3,055(13) 0.39
John A. Wright....................... 53,911(14) 6.72
All executive officers and directors
as a group (16 individuals, including
the executive officers and directors
listed above)........................ 276,066(15) 31.38%
<FN>
- ---------
* Advisory Director
(1) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Unless otherwise indicated, each of the
persons named has sole voting and investment power with respect to the
shares reported.
(2) The percentages of Common Stock indicated are based on 779,459 shares of
Common Stock issued and outstanding on the Record Date.
(3) Includes 5,512 shares that could be acquired within 60 days through the
conversion of the Company's $10.00 Series C Cumulative Convertible
Preferred Stock ("Series C Preferred Stock").
(4) Includes 10,774 shares owned by Cavett and Frost, a general partnership in
which Mr. Cavett is a 50% partner, and 583 shares owned by Cavett, Inc.
Mr. Cavett is President and a 50% shareholder of Cavett, Inc. Also
includes 6,201 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock owned by Cavett & Frost.
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C>
(5) Includes Mr. Crosswhite's beneficial ownership of 3,778 shares (1,920 of
which could be acquired within 60 days through the conversion of Series C
Preferred Stock) held by the Company's Employee Stock Ownership/401(k)
Plan. Also includes 2,500 shares that Mr. Crosswhite has the right to
acquire within 60 days pursuant to the exercise of stock options.
(6) Includes 8,681 shares owned by Tippett & Gee, Inc. Mr. Gee is the Chairman
of the Board and majority shareholder of Tippett & Gee, Inc. Also includes
6,890 shares that could be acquired within 60 days through the conversion
of Series C Preferred Stock.
(7) Includes 1,159 shares owned by M & G Kellar Investment Limited
Partnership, a partnership in which Mr. Kellar is a general partner.
(8) Includes 441 shares owned by McAlister, Inc. Mr. McAlister is President
and sole shareholder of McAlister, Inc. Also includes 413 shares that
could be acquired within 60 days through the conversion of Series C
Preferred Stock owned by McAlister, Inc.
(9) Includes 275 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock.
(10) Includes 549 shares owned by Mr. Smith's wife.
(11) Includes 3,538 shares owned by Mr. Stephenson's wife and minor children
and 5,733 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock owned by Mr. Stephenson's wife.
Also includes Mr. Stephenson's beneficial ownership of 5,757 shares (2,959
of which could be acquired within 60 days through the conversion of Series
C Preferred Stock) held by the Company's Employee Stock Ownership/401(k)
Plan. Also includes 7,000 shares that Mr. Stephenson has the right to
acquire within 60 days pursuant to the exercise of stock options.
(12) Includes 744 shares owned by Mr. Taliaferro's wife. Also includes 23,952
shares that could be acquired within 60 days through the conversion of
Series C Preferred Stock.
(13) Includes 551 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock.
(14) Includes 22,987 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock.
(15) Includes 72,514 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock. Also includes such executive
officers' beneficial ownership of 14,397 shares (7,414 of which could be
acquired within 60 days through conversion of Series C Preferred Stock)
held by the Company's Employee Stock Ownership/401(k) Plan. Also includes
13,311 shares that such executive officers have the right to acquire
within 60 days pursuant to the exercise of stock options.
</TABLE>
-4-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning the beneficial
ownership of shares of the Company's Common Stock by all persons or entities
known to the Company to be the beneficial owners of more than 5% of the
outstanding Common Stock on the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL CLASS OWNED
OF BENEFICIAL OWNER OWNERSHIP(1) BENEFICIALLY(2)
- ------------------- ------------ ---------------
<S> <C> <C>
Independent Bankshares, Inc................ 78,797(3) 9.61%
Employee Stock Ownership/401(k) Plan
P.O. Box 3296
Abilene, Texas 79604
Scott L. Taliaferro, Jr.................... 64,989(4) 8.08
P.O. Box 240
Abilene, Texas 79604
John A. Wright............................. 53,911(5) 6.72
1102 Sayles Boulevard
Abilene, Texas 79605
Bryan W. Stephenson........................ 51,765(6) 6.51
P.O. Box 3296
Abilene, Texas 79604
Scott L. Taliaferro........................ 51,222(7) 6.38
P.O. Box 240
Abilene, Texas 79604
<FN>
__________________
(1) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Unless otherwise indicated, each of the persons named has sole
voting and investment power with respect to the shares reported.
(2) The percentages of Common Stock indicated are based on 779,459 shares of
Common Stock issued and outstanding on the Record Date.
(3) Includes 40,213 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock.
(4) Includes 39,961 shares held by Farmers and Merchants Company, Abilene,
Texas, as trustee for Mr. Taliaferro. Also includes 24,806 shares that
could be acquired within 60 days through the conversion of Series C
Preferred Stock, which is held by Farmers and Merchants Company, Abilene,
Texas, as trustee for Mr. Taliaferro.
(5) Includes 22,987 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock.
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C>
(6) Includes 3,538 shares owned by Mr. Stephenson's wife and minor children
and 5,733 shares that could be acquired within 60 days through the
conversion of Series C Preferred Stock owned by Mr. Stephenson's wife.
Also includes Mr. Stephenson's beneficial ownership of 5,757 shares (2,959
of which could be acquired within 60 days through the conversion of Series
C Preferred Stock) held by the Company's Employee Stock Ownership/401(k)
Plan. Also includes 7,000 shares that Mr. Stephenson has the right to
acquire within 60 days pursuant to the exercise of stock options.
(7) Includes 744 shares owned by Mr. Taliaferro's wife. Also includes 23,952
shares that could be acquired within 60 days through the conversion of
Series C Preferred Stock.
</TABLE>
ITEM 1. ELECTION OF DIRECTORS
NOMINEES
The bylaws of the Company provide that the Board of Directors shall
consist of not fewer than seven nor more than 30 members (exclusive of advisory
directors) and that the number of directors, within such limits, shall be
determined by resolution of the Board of Directors at any meeting or by the
shareholders at the Annual Meeting. The Board of Directors of the Company has
set the number of directors composing the Board of Directors at eleven
(exclusive of advisory directors). The articles of incorporation and the bylaws
also provide that the Board of Directors be classified with respect to the time
for which they hold office into three classes as nearly equal in number as
possible. At its February 15, 1995 meeting, the Board increased the number of
directors of the 1997 class from three to four and has nominated Randal N.
Crosswhite, Senior Vice President, Chief Financial Officer and Secretary of the
Company, to fill the vacancy in the 1997 class.
The Board of Directors has nominated for director the four individuals
named below to be elected at the Annual Meeting to hold office in the classes
and for the terms indicated, or until his or her successor has been duly elected
and has qualified.
-6-
<PAGE>
The tables below set forth for each nominee for director and for each
continuing director within each class of directors, the name, age and the
principal occupation of each nominee or continuing director, the directorships
of public companies, if any, held by each nominee or continuing director and the
year he or she first became a director of the Company. Except for Randal N.
Crosswhite, all nominees for director are presently serving as directors.
1998 CLASS--NOMINEES FOR DIRECTORS
TO SERVE UNTIL 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
DIRECTOR OF PRINCIPAL OCCUPATION
NAME AND AGE THE COMPANY DURING LAST FIVE YEARS
- ------------ ----------- ----------------------
<S> <C> <C>
Bryan W. Stephenson (45) 1989 President and Chief Executive
Officer of the Company
Scott L. Taliaferro (72) 1980 Chairman of the Board of the
Company and President of Texas
Drilling Co. (oil and gas
drilling)
C.G. Whitten (68) 1980 Senior Vice President, General
Counsel and Corporate Secretary
of Pittencrieff Communications,
Inc. (1992-94) and Attorney at
Law, Whitten & Young, P.C.,
previously Whitten, Hacker,
Hagin, Anderson & Rucker, P.C.
(1990-92)
</TABLE>
In addition, Bryan W. Stephenson is a director of the Company's banking
subsidiaries (collectively, the "Banks"), including First State Bank, N.A.,
Abilene, Texas ("First State, N.A., Abilene") and First State Bank, N.A.,
Odessa, Texas ("First State, N.A., Odessa").
1997 CLASS--NOMINEE FOR DIRECTOR
TO SERVE UNTIL 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
DIRECTOR OF PRINCIPAL OCCUPATION
NAME AND AGE THE COMPANY DURING LAST FIVE YEARS
- ------------ ----------- ----------------------
<S> <C> <C>
Randal N. Crosswhite (41) New Nominee Senior Vice President, Chief
Financial Officer and Secretary
of the Company
</TABLE>
In addition, Randal N. Crosswhite is a director of the Company's banking
subsidiaries (collectively, the "Banks"), including First State Bank, N.A.,
Abilene, Texas ("First State, N.A., Abilene") and First State Bank, N.A.,
Odessa, Texas ("First State, N.A., Odessa").
Although the Company does not anticipate that any of the above-named
nominees will refuse or be unable to accept or serve as a director of the
Company for the classes and the terms specified, the persons named in the
enclosed proxy intend, if any nominee is unable or unwilling to serve as a
director,
-7-
<PAGE>
to vote the shares represented by the proxy for the election of such other
person or persons as may be nominated or designated by management, unless they
are directed by the proxy to do otherwise.
Assuming the presence of a quorum, the affirmative vote of the holders of
a plurality of the shares of Common Stock present or represented at the Annual
Meeting is required for the election of directors. Assuming the receipt by each
such person of the affirmative vote of at least a plurality of the shares of
Common Stock present or represented at the Annual Meeting, the four persons
receiving the greatest number of votes will be elected as directors. Proxies
will be voted for the nominees in accordance with specifications marked thereon
and, if no specification is made, will be voted "FOR" the above nominees in the
classes and for the terms noted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE ELECTION OF EACH OF THE INDIVIDUALS
NOMINATED FOR ELECTION AS A DIRECTOR
The following directors serve terms expiring at the 1996 and 1997 Annual
Meeting of Shareholders:
1996 CLASS--CONTINUING DIRECTORS
TO SERVE UNTIL 1996 ANNUAL MEETING
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
DIRECTOR OF PRINCIPAL OCCUPATION
NAME AND AGE THE COMPANY DURING LAST FIVE YEARS
- ------------ ----------- ----------------------
<S> <C> <C>
Mrs. Wm. R. (Amber) Cree (64) 1982 Entrepreneur
Tommy McAlister (46) 1985 President of McAlister, Inc.
(investments)
James D. Webster, M.D. (54) 1988 Physician
John A. Wright (75) 1980 Bank consultant
</TABLE>
1997 CLASS--NOMINEES FOR DIRECTOR
TO SERVE UNTIL 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
DIRECTOR OF PRINCIPAL OCCUPATION
NAME AND AGE THE COMPANY DURING LAST FIVE YEARS
- ------------ ----------- ----------------------
<S> <C> <C>
Lee Caldwell (60) 1985 Attorney at Law
Louis S. Gee (72) 1981 Chairman of the Board and
Chief Executive Officer of
Tippett & Gee, Inc.
(mechanical engineering)
Marshal M. Keller (62) 1981 A principal of West Texas
Wholesale Supply Company
(hardware)
</TABLE>
-8-
<PAGE>
ADVISORY DIRECTORS
The bylaws of the Company provide for advisory directors. The Board of
Directors, at its February 15, 1995, meeting, selected the following individuals
to serve as advisory directors of the Company:
Arlas Cavett
L.H. Mosley
J.E. Smith
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
and through its committees. In accordance with the bylaws of the Company, the
Board has established an Executive Committee, an Audit Committee and an Employee
Stock Ownership/401(k) Plan Committee. During the year ended December 31, 1994,
the Board of Directors held 12 regular meetings, the Executive Committee had 15
meetings, the Audit Committee had 2 meetings, and the Employee Stock
Ownership/401(k) Plan Committee had 9 meetings. Each director attended at least
75% of the total number of meetings of the Board of Directors and the committees
on which he or she served, except for Lee Caldwell, who attended 8 meetings of
the Board of Directors.
EXECUTIVE COMMITTEE. The Executive Committee may exercise all the
authority of the Board of Directors in the management of the business and
affairs of the Company, except for matters related to the composition of the
Board, changes in the bylaws and certain other significant corporate matters.
The Executive Committee also functions as the Company's Compensation Committee
in that it reviews and makes recommendations to the Board of Directors
concerning major compensation policies and the compensation of executive
officers. Bryan W. Stephenson, Scott L. Taliaferro and C.G. Whitten, nominees
for director, and Louis S. Gee and John A. Wright, directors, were the members
of the Executive Committee during 1994 and were appointed members of the
Executive Committee for 1995 at the February 15, 1995, meeting of the Board of
Directors.
AUDIT COMMITTEE. The duties of the Audit Committee include the making
of recommendations to the Board of Directors for engaging and discharging the
Company's independent auditors; reviewing the completed audit with the
independent auditors regarding the conduct of the audit, accounting adjustments,
recommendations for improving internal controls and any other significant
findings during the audit; meeting periodically with management; monitoring
accounting and financial controls; and initiating and supervising any special
investigations it deems necessary. Lee Caldwell, Marshal M. Kellar, Tommy
McAlister and James D. Webster, M.D., directors, were the members of the Audit
Committee during 1994 and were appointed members of the Audit Committee for 1995
at the February 15, 1995, meeting of the Board of Directors.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
See "Executive Compensation--Transactions with Management" for certain
transactions and relationships between directors and the Company or its
subsidiaries or affiliates.
ITEM 2. ON PROXY
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company know of no matters, other than those
referred to in the accompanying Notice of Annual Meeting of Shareholders, which
properly may come before the Annual Meeting. However, if any other matter
should be properly presented for consideration and voting at the
-9-
<PAGE>
Annual Meeting or any adjournment(s) thereof, it is the intention of the persons
named as proxies on the enclosed proxy card to vote the proxy cards in
accordance with their judgment.
EXECUTIVE OFFICERS
EXECUTIVE OFFICERS
The table below sets forth at the date of this Proxy Statement the name,
age, current positions with the Company, principal occupation during the last
five years of each principal executive officer of the Company and the year he
first became an executive officer of the Company:
<TABLE>
<CAPTION>
EXECUTIVE
OFFICER OF
THE COMPANY PRINCIPAL
CURRENT POSITION OR PRESIDENT OCCUPATION
WITH THE COMPANY OF A BANK DURING LAST
NAME AND AGE OR THE BANKS SINCE FIVE YEARS
------------ ---------------- ------------ ------------
<S> <C> <C> <C>
Bryan W. Stephenson (45) President, Chief 1985 President and Chief
Executive Officer Executive Officer
and a Director of the of the Company
Company and a
Director of the Banks
Randal Crosswhite (41) Senior Vice President, 1985 Senior Vice President,
Chief Financial Officer Chief Financial Officer
and Secretary of the and Secretary of the
Company and a Director Company
of the Banks
Jim Fitzhugh (45) President and a Director 1985 President of First
of First State, N.A., State, N.A., Abilene
Abilene
Mike Jarrett (45) President and a Director 1992 President of First
of First State, N.A., State, N.A., Odessa
Odessa (1992-94) and
President of Texas
Bank, N.A., San
Antonio, Texas
(1990-92)
</TABLE>
TERM OF OFFICE
Executive officers of the Company are elected by the Board of Directors at
its annual meeting and hold office until the next annual meeting of the Board of
Directors or until their respective successors are duly elected and have
qualified. The Presidents of the Banks are elected by the board of directors of
the respective Banks at their annual meetings and hold office until the next
annual meeting of such board of directors or until their respective successors
are duly elected and have qualified.
-10-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer in all capacities. No other executive officer of the Company
received total salary and bonus compensation for services rendered to the
Company during fiscal 1994 in excess of $100,000.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION OTHER ANNUAL ---------------------
NAME AND FISCAL ------------------- COMPENSATION SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#)
- ------------------ ------ --------- -------- ------------ ----------------------
<S> <C> <C> <C> <C> <C>
Bryan W. Stephenson 1994 $120,000 $20,000 $10,200 0
PRESIDENT, CHIEF EXECUTIVE 1993 92,000 8,000 8,000 7,000
OFFICER AND DIRECTOR 1992 84,000 5,000 9,500 0
<FN>
_________________________
(1) Directors fees paid by the Banks.
</TABLE>
STOCK OPTION GRANTS IN FISCAL 1994
No stock options were granted to the Chief Executive Officer during fiscal
1994. The Company has never granted stock appreciation rights.
AGGREGATE STOCK OPTION EXERCISES IN FISCAL 1994 AND FISCAL YEAR END OPTION
VALUES
The following table provides information related to stock options
exercised by the Chief Executive Officer during fiscal 1994 and the number and
value of stock options held at fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE(2) OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT YEAR-END(#) AT YEAR-END($)
UPON OPTION REALIZED -------------------------- ----------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE($)
- ----------- ----------- -------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Bryan W. Stephenson 0 $0 7,000 0 N/A(3) N/A(3)
<FN>
________________________
(1) Market value of the underlying securities at exercise date or year end, as
the case may be, minus the exercise price.
(2) Market value of the underlying securities at December 31, 1994, minus the
exercise price.
(3) The exercise price of all stock options held was greater than the market
value of the underlying securities at December 31, 1994.
</TABLE>
DIRECTOR COMPENSATION
In 1994, each non-employee director and advisory director was paid $150
for each regular and special directors' meeting of the Company attended and $50
for each meeting of the Executive Committee attended. The Board of Directors
has set director and committee fees for 1995 at $150 per meeting of the Board
and $50 per meeting of the Executive Committee and the Audit Committee.
-11-
<PAGE>
TRANSACTIONS WITH MANAGEMENT
The Banks had, during the period from January 1, 1994, to March 20, 1995,
and expect to have in the future, loan transactions with officers and directors
of the Company and the Banks and their respective associates, which includes any
immediate family member or any corporation or firm of which such person is an
executive officer or partner or is, directly or indirectly, the beneficial owner
of 10% or more of any class of equity securities or any trusts of which such
person serves as trustee or in which he or she has a substantial beneficial
interest. These loan transactions have been made in the ordinary course of such
Banks' business and have been and will continue to be on substantially the same
terms, including interest rates, collateral and repayment, as those prevailing
at the time for comparable transactions with unaffiliated persons and did not
involve more than the normal risk of collectibility or present other unfavorable
features. All loans made to officers, directors and nominees for director of
the Company and their respective associates are believed to be in compliance
with the Financial Institutions Regulatory and Interest Rate Control Act of
1978.
During the fiscal year ended December 31, 1994, the Company and its
subsidiaries paid approximately $55,000 to the law firm of Whitten & Young, P.C.
for legal services. C. G. Whitten, a director, is Of Counsel to such law firm.
In 1985, a former subsidiary bank of the Company foreclosed on the stock
of Texas Bank & Trust Company, Sweetwater, Texas ("TB&T-Sweetwater"), and
TB&T-Sweetwater became a repossessed asset of the former subsidiary.
TB&T-Sweetwater subsequently failed, resulting in a legal action being brought
against the thirteen TB&T-Sweetwater directors, including John A. Wright, a
director of the Company, by the Federal Deposit Insurance Corporation (the
"FDIC"). In September 1993, nine former directors of TB&T-Sweetwater (the
"Outside Directors") settled with the FDIC for an aggregate of $60,000. In
December 1993, the former directors of TB&T-Sweetwater claimed, among other
things, that expenses incurred by them in their defense of the FDIC litigation
should be reimbursed by the Company in accordance with certain indemnification
provisions contained in the Company's Articles of Incorporation.
In January 1994, the Company filed a declaratory judgment action in state
district court to petition the court to rule on certain matters that would have
precluded indemnification. Certain of the individuals, including Mr. Wright,
filed counterclaims against the Company asserting their right to be indemnified.
A hearing occurred in July 1994, and the court issued an order in September
1994, denying the Company's petition and upholding the individuals'
counterclaims. In December 1994, a settlement was entered into between the
FDIC, one Outside Director and the three management directors of TB&T-Sweetwater
(the "Inside Directors") with the Inside Directors, including Mr. Wright, paying
the FDIC a total of $450,000. As a result of the two settlements and
indemnification requests, the Outside Directors claimed indemnification in the
amount of approximately $467,000 and the Inside Directors claimed
indemnification in the amount of approximately $900,000. Of this latter amount,
Mr. Wright claimed approximately $340,000 in indemnification expense. In March
1995, the Company agreed to settle the indemnification requests of the Inside
Directors for $450,000 in cash and by delivery of three promissory notes in the
aggregate principal amount of $350,000. These notes are payable in three
installments over three years and bear interest at 6% per annum. In connection
with this settlement, Mr. Wright will receive $150,000 cash and a promissory
note in the original principal amount of $152,250.
INDEPENDENT AUDITORS
On July 20, 1994, the Board of Directors of the Company approved the
recommendation of the Audit Committee of the Board of Directors that the firm of
Coopers & Lybrand be engaged to replace Ernst & Young as the Company's
independent public accountants for the year ended December 31, 1994. Ernst &
Young was dismissed, and Coopers & Lybrand was engaged, as the Company's
principal accountants effective July 20, 1994. Ernst & Young's reports on the
Company's consolidated financial
-12-
<PAGE>
statements for the fiscal years ended December 31, 1992 and 1993, did not
contain any adverse opinion or any disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The
Company has not had at any time since January 1, 1992, any disagreements with
its former accountants on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former accountant,
would have caused such former accountant to make reference to the subject matter
of the disagreement(s) in connection with its reports.
The Board of Directors of the Company has not yet selected independent
auditors to examine the Company's financial statements for the year ended
December 31, 1995. Representatives of Coopers & Lybrand, who audited the
Company's financial statements for the year ended December 31, 1994, are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and to be available to respond to appropriate
questions.
SECTION 16(A) REPORTING
Paragraph Section 16(a) of the Exchange Act requires the Company's
directors and officers, and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission (the
"Commission") initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% stockholders are required by Commission regulation to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1994, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 of the Exchange Act, shareholders may present
proper proposals for inclusion in the Company's proxy statement for
consideration at its 1996 Annual Meeting of Shareholders by submitting proposals
to the Company in a timely manner. In order to be so included for the 1995
Annual Meeting of Shareholders, shareholder proposals must be received by the
Company by December 4, 1995, and must otherwise comply with the requirements of
Rule 14a-8.
COPIES OF THE ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
THE COMPANY, WITHOUT CHARGE, WILL PROVIDE TO EACH SHAREHOLDER, ON WRITTEN
REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, BUT WITHOUT
EXHIBITS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1994. WRITTEN REQUESTS FOR SUCH FORM 10-K
SHOULD BE DIRECTED TO MR. RANDAL N. CROSSWHITE, SENIOR VICE PRESIDENT AND
CORPORATE SECRETARY, INDEPENDENT BANKSHARES, INC., 547 CHESTNUT STREET, ABILENE,
TEXAS 79602.
By Order of the Board of Directors
Randal N. Crosswhite,
Corporate Secretary
Abilene, Texas
April 3, 1995
-13-
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE
URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
-14-
<PAGE>
INDEPENDENT BANKSHARES, INC.
547 CHESTNUT STREET
ABILENE, TEXAS 79602
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Randal N. Crosswhite, Scott L. Taliaferro
and C.G. Whitten and each or any of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes each of them to represent and
vote, as designated below, all of the shares of the Common Stock of Independent
Bankshares, Inc. (the "Company") held of record by the undersigned on March 17,
1995, at the Annual Meeting of Shareholders to be held on April 25, 1995, or any
adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS, TO
HOLD OFFICE IN THE CLASSES AND FOR THE TERMS INDICATED OR UNTIL THEIR SUCCESSORS
HAVE BEEN DULY ELECTED AND HAVE QUALIFIED.
/ / FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW)
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
1998 Class - Class of Directors to hold office until the 1998 Annual Meeting:
Bryan W. Stephenson Scott L. Taliaferro C.G. Whitten
1997 Class - Member of Class to hold office until 1997 Annual Meeting:
Randal N. Crosswhite
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
(Please sign on other side)
<PAGE>
(Continued from front)
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
FOR / / AGAINST / / ABSTAIN / /
Please execute this proxy as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
This proxy, when properly executed,
will be voted in the manner directed
herein by the undersigned
shareholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF THE NOMINEES UNDER
PROPOSAL 1 AND IN THE DISCRETION OF
THE PROXIES WITH RESPECT TO ANY
OTHER MATTER THAT IS PROPERLY
PRESENTED AT THE MEETING.
DATED: ----------------------- ,1995
------------------------------------
Signature
------------------------------------
Signature If Held Jointly
