<PAGE>
As filed with the Securities and Exchange Commission
on July 2, 1996
Registration No. 333-______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INDEPENDENT BANKSHARES, INC.
(Exact name of Registrant as specified in its charter)
Texas 75-1717279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
547 Chestnut Street
Abilene, Texas 79602
(Address of principal executive offices) (Zip Code)
INDEPENDENT BANKSHARES, INC.
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
(Full title of the plan)
----------------------------------
RANDAL N. CROSSWHITE Copy to:
Senior Vice President, JOSEPH A. HOFFMAN, ESQ.
Chief Financial Officer and Secretary Arter & Hadden
Independent Bankshares, Inc. 1717 Main St., Suite 4100
547 Chestnut Street Dallas, Texas 75201-4605
Abilene, Texas 79602 (214) 761-2100
(915) 677-5550
(Name, address and telephone
number, including area code,
of agent for service)
----------------------------------
CALCULATION OF REGISTRATION FEE
=================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share(3) Offering Price(3) Registration Fee(4)
- ---------------------- ------------- ---------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Common Stock
($.25 par value) 25,000 Shares(2) 10.875 $271,875 $94
=================================================================
<FN>
(1) The securities to be registered represent additional
shares reserved for issuance or distribution under the Independent
Bankshares, Inc. Employee Stock Ownership/401(k) Plan (the "Plan").
In addition, pursuant to Rule 416(c) of the Securities Act of 1933,
as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the Plan.
(2) Maximum number of shares expected to be acquired under
the Plan in 1996 and 1997 and assumes that all employee
contributions are used to purchase Common Stock in the Plan.
(3) Estimated solely for the purpose of calculating the
registration fee based upon the average of the high and low prices
per share of Common Stock on the American Stock Exchange on July 1,
1996, in accordance with Rules 457(c) and (h) and General
Instruction E to Form S-8.
(4) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously paid
in connection with shares previously registered on Form S-8
Registration Statement.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8, SEC
File No. 33-83112, filed with the Securities and Exchange
Commission on August 22, 1994 (the "Original Registration
Statement") relating to the Independent Bankshares, Inc. Employee
Stock Ownership/401(k) Plan, including the exhibits thereto, are
incorporated herein by reference.
The only information and documents required in this
Registration Statement that were not included in the Original
Registration Statement are included in "Item 8. Exhibits" below.
Item 8. Exhibits.
(a) Exhibits.
Exhibit Description
4.1 Independent Bankshares, Inc. Employee Stock
Ownership/401(k) Plan, as amended (Exhibit 4.1
to Independent Bankshares, Inc.'s Registration
Statement on Form S-8 filed August 22, 1994)
5.1 Opinion of Arter & Hadden (filed herewith)
5.2 Pursuant to Item 8(b) of Form S-8, the
Registrant will submit the Plan and any
amendment to the Plan to the Internal Revenue
Service ("IRS") in a timely manner and will
make all changes required by the IRS in order
to qualify the Plan under Section 401 of the
Internal Revenue Code, as amended
23.1 Consent of Arter & Hadden (included in their
opinion filed as Exhibit 5.1) (filed herewith)
23.2 Consent of Coopers & Lybrand, L.L.P. (filed
herewith)
23.3 Consent of Ernst & Young, L.L.P. (filed
herewith)
23.4 Consent of Condley & Company (filed herewith)
II-1
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Abilene,
State of Texas, on June 28, 1996:
INDEPENDENT BANKSHARES, INC.
By: /s/ Bryan W. Stephenson
-----------------------
Bryan W. Stephenson,
President and Chief Executive
Officer
The Plan. Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Bryan W. Stephenson President, Chief June 28, 1996
- ----------------------- Executive Officer
Bryan W. Stephenson and Director
/s/ Randal N. Crosswhite Senior Vice June 28, 1996
- ------------------------ President, Chief
Randal N. Crosswhite Financial Officer,
Secretary and
Director
Director June __, 1996
- -----------------
Lee Caldwell
/s/ Mrs. Wm. R. (Amber) Cree Director June 28, 1996
- ----------------------------
Mrs. Wm. R. (Amber) Cree
II-2
<PAGE>
Director June __, 1996
- -----------------
Louis S. Gee
Director June __, 1996
- ---------------------
Marshal M. Kellar
/s/ Tommy McAlister Director June 28, 1996
- -------------------
Tommy McAlister
/s/ Scott L. Taliaferro Director June 28, 1996
- -----------------------
Scott L. Taliaferro
/s/ James D. Webster, M.D. Director June 28, 1996
- --------------------------
James D. Webster, M.D.
Director June __, 1996
- -----------------
C. G. Whitten
/s/ John A. Wright Director June 28, 1996
- ------------------
John A. Wright
II-3
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
4.1 Independent Bankshares, Inc. Employee
Stock Ownership/401(k) Plan, as amended
(Exhibit 4.1 to Independent Bankshares,
Inc.'s Registration Statement on Form S-8
filed August 22, 1994)
5.1 Opinion of Arter & Hadden (filed herewith)
5.2 Pursuant to Item 8(b) of Form S-8,
the Registrant will submit the Plan
and any amendment to the Plan to the
Internal Revenue Service ("IRS") in a
timely manner and will make all changes
required by the IRS in order to qualify
the Plan under Section 401 of the
Internal Revenue Code, as amended
23.1 Consent of Arter & Hadden (included in
their opinion filed as Exhibit 5.1)
(filed herewith)
23.2 Consent of Coopers & Lybrand, L.L.P.
(filed herewith)
23.3 Consent of Ernst & Young, L.L.P. (filed
herewith)
23.4 Consent of Condley & Company (filed
herewith)
II-4
<PAGE>
Exhibit 5.1
ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
July 1, 1996
Independent Bankshares, Inc.
547 Chestnut Street
Abilene, Texas 79602
Re: Independent Bankshares, Inc.
Registration Statement on Form S-8 for Employee Stock
Ownership/401(k) Plan
Gentlemen:
We have acted as counsel to Independent Bankshares, Inc., a
Texas corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on July 1, 1996 under the Securities Act of
1933, as amended (the "Securities Act"), relating to 25,000 shares
of the $0.25 par value common stock (the "Common Stock") of the
Company that are to be offered from time to time under the
Independent Bankshares, Inc. Employee Stock Ownership/401(k) Plan
(the "Plan").
You have requested the opinion of this firm with respect to
certain legal aspects of the proposed offering. In connection
therewith, we have examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Restated Articles of
Incorporation and the Bylaws of the Company, as both have been
amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the issuance of shares of Common Stock
pursuant to the Plan and related matters; (3) the Registration
Statement and exhibits thereto, including the Plan; and (4) such
other documents and instruments as we have deemed necessary for the
expression of the opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As
to various questions of fact material to this opinion, and as to
the content and form of the Restated Articles of Incorporation, the
Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deemed
reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independent
verification of their accuracy.
<PAGE>
Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the
comments and exceptions noted below, we are of the opinion that,
assuming (i) the Plan was duly adopted, and the shares of Common
Stock to be issued in the future will be issued and sold in
accordance with the terms of the Plan, (ii) the Company maintains
an adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for sale and issuance
pursuant to the terms of the Plan, and (iii) the consideration for
shares of Common Stock issued in accordance with the terms of the
Plan is actually received by the Company as provided in the Plan
(and exceeds the par value of such shares), the shares of Common
Stock when issued in accordance with the terms and conditions of
the Plan will be duly and validly issued, fully paid and
nonassessable.
We bring to your attention the fact that our legal opinions
are an expression of professional judgment and not guaranties of
result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.
This opinion is limited in all respects to the Texas Business
Corporation Act as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Arter & Hadden
ARTER & HADDEN
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Independent Bankshares, Inc. on Form S-8 of our report
dated February 5, 1996, on our audits of the consolidated financial
statements of Independent Bankshares, Inc. as of December 31, 1995
and 1994, and for the years then ended, which report is
incorporated by reference in this Form S-8.
/s/ Coopers & Lybrand L.L.P.
Fort Worth, Texas
June 28, 1996
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8, No. 33-83112 filed on August 22, 1994 and
Form S-8 related to the registration of 25,000 shares of
Independent Bankshares, Inc. common stock pertaining to the
Independent Bankshares, Inc. Employee Stock Option/401(k) Plan of
our report dated January 31, 1994, with respect to the 1993
consolidated financial statements of Independent Bankshares, Inc.
incorporated by reference in the Annual Report (Form 10-K) for the
year ended December 31, 1995.
/s/ Ernst & Young LLP
Ernst & Young LLP
Fort Worth, Texas
June 28, 1996
<PAGE>
Exhibit 23.4
Consent of Independent Public Accountants
As Independent public accountants, we hereby consent to the
incorporation of our report into the company's currently effective
Registration Statement on Form S-8 regarding the Company's Employee
Stock Ownership 401(k) Plan.
/s/ Condley and Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
Abilene, Texas
July 3, 1996
