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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Independent Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
Texas 75-1717279
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
547 Chestnut Street, Abilene, Texas 79602
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered Name of each exchange
on which each class
is to be registered
Common Stock, Par Value American Stock Exchange,
$0.25 Per Share Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock
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Independent Bankshares, Inc. (the "Company") is authorized to
issue 30,000,000 shares of common stock, par value $0.25 per share
(the "Common Stock"), of which 1,038,830 shares are issued and
outstanding as of the date hereof.
Holders of Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors (the "Board")
from funds legally available therefor. Each share of Common Stock
entitles the holder thereof to one vote upon matters voted upon by
the shareholders. Cumulative voting for the election of directors
is not permitted, which means that the holder of a majority of
shares voting for the election of directors can elect all members
of each class of the Board. Except as otherwise required by
applicable Texas law and under the Fair Price provision described
below, a two-thirds vote is sufficient for any action that requires
the vote or concurrence of shareholders, except that a plurality
vote is sufficient to elect directors.
The holders of Common Stock do not have any preemptive,
subscription, redemption or conversion rights or privileges. Upon
liquidation or dissolution of the Company, the holders of Common
Stock are entitled to share ratably in the net assets of the
Company remaining after payment of liabilities and liquidation
preferences of any outstanding shares of preferred stock. All
shares of Common Stock now outstanding are fully paid and non-
assessable. Each share of Common Stock has the same rights,
privileges and preferences as every other share.
Potential Limits or Qualifications from Preferred Stock
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The Company is authorized to issue 5,000,000 shares of
preferred stock, par value $10.00 per share (the "Preferred
Stock"), which the Board may designate and issue from time to time
in one or more series. With respect to each series of the
Preferred Stock, the Board is authorized to fix and determine by
the resolution or resolutions providing for the issuance of the
series the number of shares to constitute the series and the
designation of the series and any one or more of the following
rights and preferences: (i) the rate of dividend; (ii) the price
at and terms and conditions on which shares may be redeemed; (iii)
the amount payable for shares in the event of involuntary or
voluntary liquidation; (iv) sinking funds provisions (if any) for
the redemption or repurchase of the shares; (v) the terms and
conditions on which shares may be converted, if the shares of any
series are issued with the privilege of conversion; and (vi) voting
rights (including the number of votes per share, the matters on
which the shares can vote and the contingencies that make voting
rights effective). The shares of each series of the Preferred
Stock may vary from the shares of any other series of Preferred
Stock in any or all of the foregoing respects.
Pursuant to action of the Board, up to 50,000 shares of $10.00
Series C Cumulative Convertible Preferred Stock ("Series C
Preferred Stock") has been designated as a single series of
preferred stock, and 16,568 shares of Series C Preferred Stock are
issued and outstanding on the date hereof. Holders of Series C
Preferred Stock are entitled to receive, if, as and when declared
by the Board, out of funds legally available therefore, in
preference to the holders of
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Common Stock and of any other stock ranking junior to the Series C
Preferred Stock in respect of dividends, annual cumulative cash
dividends at the per share rate of $4.20 payable quarterly, in
arrears. The Company may not (i) declare or pay any dividend in
respect of the Common Stock or any stock junior to the Series C
Preferred Stock with respect to dividend and liquidation rights
unless, on the date of payment, all accumulated dividends in
respect of the Series C Preferred Stock are paid or (ii) purchase,
redeem or otherwise acquire, or set aside monies or create a
sinking fund for the purchase, redemption or acquisition of, Common
Stock or any such junior preferred stock generally if the Company
has failed to declare and pay (or set aside monies for the payment
of) dividends in respect of the Series C Preferred Stock.
Furthermore, the Company may not declare or pay any dividend in
respect of the Common Stock or purchase or otherwise acquire shares
of Common Stock if, on the record date for such payment, or the
date of such purchase or acquisition, such action would cause
stockholders' equity of the Company, as reported in the most recent
quarterly or annual financial statements filed by the Company with
the Securities and Exchange Commission, to be less than an amount
equal to the sum of (i) 140% of the product of the number of then
outstanding shares of Series C Preferred Stock multiplied by $42.00
and (ii) 140% of the product of the number of then outstanding
shares of stock senior to the Series C Preferred Stock with respect
to dividends multiplied by the liquidation amount thereof.
Whenever dividends on the Series C Preferred Stock, or any
other class or series of stock of the Company ranking PARI PASSU
with the Series C Preferred Stock as to dividends, have not been
paid in an aggregate amount equal to at least three quarterly
dividends (regardless of whether consecutive), the holders of
Series C Preferred Stock shall be entitled to vote on all corporate
matters on the basis of 105 votes for each share of Series C
Preferred Stock held of record. Such voting rights will terminate
when all such dividends accrued and in default have been paid in
full or set aside for payment. Without the affirmative vote or
consent of the holders of at least two-thirds of the total number
of shares of Series C Preferred Stock of the Company at the time
outstanding, voting as a class, the Company may not (i) amend,
alter or repeal any of the rights, preferences or powers of the
holders of the Series C Preferred Stock so as to affect adversely
any such rights, preferences or powers or (ii) authorize, issue or
increase the authorized amount of any class or series of stock
ranking senior to, or PARI PASSU with, the Series C Preferred Stock
as to dividends or upon liquidation, dissolution or winding up of
the Company.
As of the date hereof, each share of Series C Preferred Stock
is convertible into Common Stock at a conversion rate of 18.375
shares of Common Stock per share of Series C Preferred Stock. No
fractional shares will be issued upon conversion and cash will be
paid in lieu thereof. The conversion rate is subject to adjustment
in certain events. Beginning December 12, 1997, or on any
anniversary thereafter, the Company may redeem all or any part of
the outstanding Series C Preferred Stock by paying a redemption
price per share of $42.00 in cash plus, in each case, accumulated
and unpaid dividends to the redemption date. In certain cases, the
Company may elect to pay all or a portion of the redemption price
in shares of its Common Stock.
In the event of any liquidation of the Company, after payment
or provision for payment of the debts and other liabilities of the
Company, the holders of Series C Preferred Stock will be entitled
to receive, out of the remaining net assets of the Company
available for distribution to shareholders, the amount of $42.00
per share, plus an amount equal to the amount of all
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dividends accrued and unpaid on each such share (regardless of
whether declared) to the date fixed for distribution, before any
distribution is made to holders of the Common Stock or any other
stock that ranks junior to the Series C Preferred Stock.
Certain Provisions of the Restated Articles of Incorporation and
the Bylaws
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Certain provisions in the Restated Articles of Incorporation
(the "Articles") and Bylaws could make more difficult the
acquisition of the Company by means of a tender offer, a proxy
contest or otherwise. These provisions are expected to discourage
certain types of coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control
of the Company to first negotiate with the Company. The Company
believes that the benefits of increased protection of the Company's
potential ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure the Company
outweigh the disadvantages of discouraging such proposals because,
among other things, negotiations of such proposals could result in
an improvement of their terms.
Restated Articles of Incorporation
Classified Board of Directors. The Articles provide that the
Board is divided into three classes of directors, with the term of
each class expiring in a different year. The Bylaws provide that
the number of directors will be fixed from time to time exclusively
by the Board but shall consist of not more than 30 nor less than 7
directors. A majority of the Board then in office has the sole
authority to fill any vacancies on the Board, except that any
vacancy in the Board resulting from the removal of a director by
the shareholders shall be filled only by the shareholders entitled
to vote at the annual meeting or a special meeting called for that
purpose.
Preferred Stock. The issuance of preferred stock may have the
effect of delaying, deferring or preventing a change in control of
the Company or may materially affect the rights evidenced by, or
amounts payable with respect to, the shares of Common Stock. The
voting and conversion rights of any class or series of preferred
stock issued by the Company could adversely affect, among other
things, the voting rights of existing shareholders.
Fair Price Provision. The Company's Articles contain a Fair
Price provision that, among other things, requires the approval by
the holders of 80% of the voting power of the then outstanding
shares of capital stock of the Company entitled to vote generally
in the election of directors (the "Voting Stock") as a condition
for mergers and certain other business combinations (collectively,
"Business Combinations," which phrase also includes with respect to
the Company or its subsidiaries, the sale or disposition of assets,
the issuance or transfer of stock or other securities, any plan or
liquidation or dissolution, any reclassification of securities, or
recapitalization, merger or consolidation that increases the
proportionate shares of outstanding stock) involving the Company
and any person or group holding 5% or more of such voting power (an
"Interested Shareholder") unless the transaction is either approved
by a majority of the members of the Board who are unaffiliated with
the Interested Shareholder and who were directors before the
Interested Shareholder became an Interested Shareholder (the
"Disinterested Directors") or certain minimum price and procedural
requirements are met. The 80% vote requirement is in addition to,
and not in lieu of, the vote of any other class of voting securities
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that may be entitled to vote on Business Combinations, such as
outstanding issues of preferred stock.
The Company believes that the Fair Price provision helps
assure that all of the holders of the Company's Voting Stock will
be treated similarly if a Business Combination is effected.
Further, the Fair Price provision does not limit the ability of a
third party who owns, or can obtain the affirmative votes of, at
least 80% of the voting power of the Voting Stock to effect a
Business Combination involving the Company in which the equity
interest of the minority stockholders is eliminated. The Fair
Price provision, however, makes it more difficult to accomplish
certain transactions that are opposed by the incumbent Board and
that may be beneficial to shareholders.
Amendment to Bylaws. The Articles provide that the Company's
Bylaws may be altered, amended or repealed at any meeting of the
shareholders, at which a quorum is present, by the affirmative vote
of the holders of two-thirds of the Common Stock of the Company
present, in person or by proxy, at such meeting, provided that
notice of the proposed alteration, amendment or repeal is contained
in the notice of the meeting sent to shareholders. This provision
makes it more difficult for a shareholder controlling a majority of
the shares of the Common Stock to avoid the requirements of the
Bylaws by simply repealing them.
Bylaws
Conduct of Meetings. The Bylaws provide that the Chairman of
any meeting of shareholders may prescribe rules that will govern
the orderly conduct of such meeting. The Chairman's determination
and interpretations of the rules will be in his reasonable
discretion and will be final, unless the Company's Articles or
Bylaws, resolution of the Board, or applicable law establishes
rules governing a particular matter, in which case such provision
will be dispositive, or in the event that a majority of the
shareholders present in person at the meeting request that there be
a shareholder vote on the Chairman's ruling, then the Chairman's
ruling may be overruled by the affirmative vote of the holders of
two-thirds of the issued and outstanding capital stock of the
Company entitled to vote on such matters at the meeting and present
at the meeting in person or by proxy.
By virtue of such two-thirds vote requirement, this provision
gives authority to the Chairman to prescribe rules that may be
opposed by a majority of the holders of capital stock present at
the meeting.
Nominations of Directors. The Bylaws also provide that
nominations for the election of directors may be made by the Board
or by any shareholder entitled to vote for the election of
directors, pursuant to procedures that require advance notice in
writing of shareholder nominations for directors. Shareholders
intending to nominate director candidates for election must deliver
written notice to the Secretary of the Company at least 30 days,
but not more than 50 days, prior to the shareholders' meeting
called for the election of directors. The notice must set forth
certain information concerning the nominee, including his or her
name, address, description of qualifications, the number of shares
of stock he or she beneficially owns and a covenant to provide such
other information as the Company may reasonably request. The
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Chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with such procedure.
This requirement affords the Board the opportunity to consider
the qualifications of the proposed nominee(s) and, to the extent
deemed necessary or desirable by the Board, to inform shareholders
about such qualifications. Although this Bylaw provision does not
give the Board the power to approve or disapprove shareholder
nominations for election of directors, it may have the effect of
precluding a contest for the election of directors if the
procedures established by it are not followed and may discourage or
deter a third party from conducting a solicitation of proxies to
elect its own slate of directors, without regard to whether this
might be harmful or beneficial to the Company and its shareholders.
Removal of Directors. The Bylaws further provide that any
director may be removed from the Board at any time, but only for
cause, at any special or annual meeting of the shareholders.
"Cause" is defined to mean conviction of a felony, an adjudication
of negligence or misconduct, inability or incapacity to perform the
material duties required of a director or failure to attend at
least six consecutive or 50% of the regular or special meetings of
the Board during any one calendar year. By virtue of the defined
criteria of cause, this amendment may have the effect of making it
more difficult and time consuming to remove management.
Amendment of Bylaws. In addition, the Bylaws provide that the
Bylaws may be repealed or changed by the affirmative vote of the
holders of two-thirds of the stock of the Company entitled to vote
and present at any meeting of shareholders. The requirement of an
increased shareholder vote essentially parallels the requirement in
the Company's Articles.
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ITEM 2. EXHIBITS.
4.1 Restated Articles of Incorporation of the Company
(Exhibit 3.1)*
4.2 Bylaws of the Company (Exhibit 3.2)*
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*Incorporated herein by reference to the exhibit shown in
parenthesis filed as an exhibit to the Annual Report of the Company
on Form 10-K for the fiscal year ended December 31, 1994.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
INDEPENDENT BANKSHARES, INC.
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(Registrant)
Dated: August 21, 1995 By: /s/ Bryan W. Stephenson
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Bryan W. Stephenson, President
and Chief Executive Officer
By: /s/ Randal N. Crosswhite
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Randal N. Crosswhite, Senior
Vice President and Chief
Financial Officer
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