As filed with the Securities and Exchange Commission
on September 17, 1998
Registration No. 333-
Registration No. 333- -01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEPENDENT BANKSHARES, INC. INDEPENDENT CAPITAL TRUST
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Texas Delaware
(State or other jurisdiction State or other jurisdiction of
of incorporation or organization) (incorporation or organization)
75-1717279 75-2775055
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
547 Chestnut Street, Abilene, Texas 79602 (915) 677-5550
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
Randal N. Crosswhite
Senior Vice President and Chief Financial Officer
Independent Bankshares, Inc.
547 Chestnut Street
Abilene, Texas 79602
Tel: (915) 677-5550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Joseph A. Hoffman, Esq. Thomas C. Erb, Esq.
Arter & Hadden LLP Lewis, Rice & Fingersh, L.C.
1717 Main Street, Suite 4100 500 North Broadway, Suite 2000
Dallas, Texas 75201 St. Louis, Missouri 63102-2147
Tel: (214) 761-4779 Tel: (314) 444-7600
Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes
effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended ("Securities Act")
check the following box: [ ]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box: [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ X ] 333-60649 and 333-60649-01
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ___________
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ______________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Registration
Price Fee
- ----------------------------- ------------------ ------------
Preferred Securities of
Independent Capital Trust $1,500,000(1) $442.50
Subordinated Debentures of
Independent Bankshares, Inc. (2) --
Guarantee of Independent
Bankshares, Inc. with respect
to Preferred Securities (3) --
Total $1,500,000 $ (4)
(1) Such amount represents the liquidation amount of the
Independent Capital Trust Preferred Securities and the
principal amount of the Subordinated Debentures due to the
holders of Preferred Securities upon any liquidation of
Independent Capital Trust.
(2) The Subordinated Debentures will be purchased by Independent
Capital Trust with the proceeds of the sale of the Preferred
Securities. Such securities may later be distributed for no
additional consideration to the holders of the Preferred
Securities of Independent Capital Trust upon its dissolution
and the distribution of its assets.
(3) This Registration Statement is deemed to cover the
Subordinated Debentures of Independent Bankshares, Inc., the
rights of holders of Subordinated Debentures of Independent
Bankshares, Inc. under the Indenture, and the rights of
holders of the Preferred Securities under the Trust
Agreement, the Guarantee and the Expense Agreement entered
into by Independent Bankshares, Inc. Pursuant to Rule
457(n) of the Securities Act, no separate filing is required
in connection with the Guarantee.
(4) The Company has previously paid a filing fee of $5,054.85 in
connection with Registration Statement Nos. 333-60649 and
333-60649-01.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The
contents of the Registration Statement on Form S-2 (Reg. Nos. 333-
60649 and 333-60649-01) filed by Independent Bankshares, Inc.
(the "Company") and Independent Capital Trust (the "Trust")
(collectively, the "Registrants") with the Securities and
Exchange Commission on August 4, 1998, as amended by the Pre-
Effective Amendment No. 1 thereto filed on September 1, 1998 and
declared effective by the U.S. Securities Exchange Commission
on September 16, 1998, are incorporated in their entirety herein
by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Abilene, Texas on September 16,
1998.
INDEPENDENT BANKSHARES, INC.
By: /s/ BRYAN W. STEPHENSON
-------------------------------------
Bryan W. Stephenson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
the undersigned registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-2 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in Abilene, Texas on September 16, 1998.
INDEPENDENT CAPITAL TRUST
By: /s/ BRYAN W. STEPHENSON
------------------------------------
Bryan W. Stephenson, Trustee
By: /s/ RANDAL N. CROSSWHITE
------------------------------------
Randal N. Crosswhite, Trustee
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 September
16, 1998.
INDEPENDENT BANKSHARES, INC.
By: /s/ BRYAN W. STEPHENSON
-------------------------------------
Bryan W. Stephenson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
September 16, 1998 /s/ BRYAN W. STEPHENSON
------------------------------
Bryan W. Stephenson,
President, Chief Executive
Officer and Director
(Principal Executive Officer)
September 16, 1998 /s/ RANDAL N. CROSSWHITE
------------------------------
Randal N. Crosswhite, Senior
Vice President, Chief
Financial Officer, Corporate
Secretary and Director (Chief
Financial and Accounting
Officer)
September 16, 1998 /s/ JOHN L. BECKHAM*
------------------------------
John L. Beckham, Director
September 16, 1998 /s/ LEE CALDWELL*
------------------------------
Lee Caldwell, Director
September 16, 1998 /s/ MRS. WM. R. (AMBER) CREE*
------------------------------
Mrs. Wm. R. (Amber) Cree,
Director
September ___, 1998
------------------------------
Louis S. Gee, Director
September ___, 1998
------------------------------
Nancy E. Jones, Director
September 16, 1998 /s/ MARSHAL M. KELLAR*
-----------------------------
Marshal M. Kellar, Director
<PAGE>
September 16, 1998 /s/ TOMMY MCALISTER*
-----------------------------
Tommy McAlister, Director
September 16, 1998 /s/ SCOTT L. TALIAFERRO*
-----------------------------
Scott L. Taliaferro, Director
September 16, 1998 /s/ JAMES D. WEBSTER*
-----------------------------
James D. Webster, M.D.,
Director
September 16, 1998 /s/ C.G. WHITTEN*
-----------------------------
C.G. Whitten, Director
September 16, 1998 /s/ JOHN A. WRIGHT*
-----------------------------
John A. Wright, Director
* By: /s/ BRYAN W. STEPHENSON
---------------------------
Bryan W. Stephenson,
Agent and Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
-----------------
Number Description
- ------ -----------
1.1 Form of Underwriting Agreement for Common Stock*
1.2 Form of Underwriting Agreement for Preferred
Securities*
3.1 Restated Articles of Incorporation of the Company
(Exhibit 3.1 to the Company's Annual Report on Form 10-
K for the year ended December 31, 1994)
3.2 Restated Bylaws of the Company (Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994)
4.1 Specimen Stock Certificate for Common Stock of the
Company (Exhibit 4.1 to the Company's Registration
Statement on Form S-1, SEC File No. 333-16419)
4.2 Form of Indenture of the Company relating to the
Subordinated Debentures*
4.3 Form of Subordinated Debenture of the Company*
4.4 Certificate of Trust of Independent Capital Trust*
4.5 Declaration of Trust of Independent Capital Trust*
4.6 Form of Amended and Restated Trust Agreement*
4.7 Form of Preferred Security Certificate*
4.8 Form of Preferred Securities Guarantee Agreement*
4.9 Form of Agreement as to Expenses and Liabilities*
5.1 Opinion of Arter & Hadden LLP (including the consent of
such firm) regarding the legality of the Common Stock,
the Subordinated Debentures and the Guarantee being
offered hereby (filed herewith)
5.2 Opinion of Prickett, Jones, Elliot, Kristol & Schnee,
special Delaware counsel, as to the validity of the
Preferred Securities being offered hereby (filed
herewith)
8.1 Opinion of Arter & Hadden LLP as to certain federal
income tax matters (filed herewith)
10.1 Form of Nonqualified Option Agreement (Exhibit 10.2 the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992)
10.2 Master Equipment Lease Agreement, dated July 30, 1998,
between Independent Bankshares, Inc. and First State
Bank, N.A. (as Co-Lessees) and AT&T Credit Corporation,
Amendments to Master Equipment Lease Agreement dated
concurrently therewith, and related forms of Schedule,
Commencement Certificate and Bill of Sale*
10.3 Agreement and Plan of Reorganization dated July 11,
1996, between the Company and Crown Park Bancshares,
Inc. and Agreement and Plan of Merger dated July 11,
1996 between Western National Bank and First State,
N.A. Abilene (Exhibit 1.1 to the Company's Current
Report on Form 8-K dated July 11, 1996)
<PAGE>
10.4 Agreement and Plan of Reorganization dated May 29,
1998, between the Company and Azle Bancorp (Exhibit 1.1
to the Company's Current Report on Form 8-K dated June
19, 1998)
12.1 Statements Regarding Computation of Ratio of Earnings
to Fixed Charges (filed herewith)
21.1 Subsidiaries of the Company (Exhibit 21.1 to the
Company's Registration Statement on Form S-1, SEC File
No. 333-16419)
23.1 Consent of Arter & Hadden LLP (included as part of its
opinions filed as Exhibits 5.1 and 8.1)
23.2 Consent of Prickett, Jones, Elliott, Kristol & Schnee
(included as part of its opinion filed as Exhibit 5.2)
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants (filed herewith)
23.4 Consent of Stovall, Grandey & Whatley, L.L.P.,
independent accountants (filed herewith)
23.5 Consent of Ernst & Young LLP (filed herewith)
25.1 Power of Attorney*
25.2 Form T-1 Statement of Eligibility of U.S. Trust Company
of Texas, N.A. to act as trustee under the Indenture*
25.3 Form T-1 Statement of Eligibility of U.S. Trust Company
of Texas, N.A. to act as trustee under the Amended and
Restated Trust Agreement*
25.4 Form T-1 Statement of Eligibility of U.S. Trust Company
of Texas, N.A. to act as trustee under the Preferred
Securities Guarantee Agreement*
______________
* Incorporated by reference to the Registrants' Registration
Statement on Form S-2, as amended (Reg. Nos. 333-60649 and 333-
60649-01).
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
September 17, 1998
Independent Bankshares, Inc.
Independent Capital Trust
547 Chestnut Street
Abilene, Texas 79602
Re: Registration Statement on Form S-2
Ladies and Gentlemen:
On August 4, 1998, Independent Bankshares, Inc., a Texas
corporation (the "Company"), and Independent Capital Trust, a
statutory business trust formed under the laws of the State of
Delaware (the "Trust"), filed with the Securities and Exchange
Commission a Registration Statement (Registration Statement Nos.
333-60649 and 333-60649-01) on Form S-2 under the Securities Act
of 1933, as amended (the "Act"). Such Registration Statement, as
amended by Amendment No. 1 on Form S-2 filed on September 1, 1998
(as so amended, the "Original Registration Statement"), together
with the Registration Statement on Form S-2 filed with the
Commission pursuant to Rule 462(b) under the Act (the "Rule
462(b) Registration Statement" and, together with the Original
Registration Statement, the "Registration Statements") relates to
the offering (the "Offering") of (i) up to 230,000 shares
(including shares subject to an over-allotment option) of the
common stock, par value $0.25 per share (the "Common Stock"), by
the Company, (ii) up to 1,300,000 (or $13,000,000 aggregate
liquidation amount) of the 8.5% Cumulative Trust Preferred
Securities (the "Preferred Securities") of the Trust (including
securities subject to an over-allotment option), (iii) up to
$13,402,063 aggregate principal amount of Subordinated Debentures
of the Company (the "Debentures") and (iv) the Preferred
Securities Guarantee of the Company associated therewith (the
"Guarantee.") This firm has acted as counsel to the Company and
the Trust in connection with the preparation and filing of the
Registration Statements, and the Company has requested our
opinion with respect to certain legal aspects of the Offering.
In rendering our opinion, we have examined and relied upon
the original or copies, certified to our satisfaction, of (i) the
Restated Articles of Incorporation and the Bylaws, as amended, of
the Company; (ii) copies of resolutions of the Board of Directors
of the Company authorizing the Offering, the issuance of the
shares of Common Stock, the Preferred Securities, the Debentures
and
<PAGE>
Independent Bankshares, Inc.
September 17, 1998
Page 2
the Guarantee and related matters; (iii) the Registration
Statements and exhibits thereto; (iv) the Certificate of Trust of
the Trust, as filed in the office of the Secretary of State of
the State of Delaware on July 29, 1998; (v) the Declaration of
Trust of the Trust, dated as of July 29, 1998, among the Company
and the trustees of the Trust named therein; (vi) a form of
Amended and Restated Trust Agreement of the Trust, to be entered
into among the Company, the trustees of the Trust named therein,
and the holders, from time to time, of undivided beneficial
interests in the Trust (the "Trust Agreement"), attached as an
exhibit to the Original Registration Statement; (vii) a form of
Indenture to be entered between the Company and U.S. Trust
Company of Texas, N.A. ("U.S. Trust") with respect to the
Debentures (the "Indenture") and including as Exhibit A thereto a
form of Debenture; (viii) a form of the Guarantee by and between
the Company and U.S. Trust; (ix) such other documents and
instruments as we have deemed necessary and (x) that certain
opinion provided to us by Prickett, Jones, Elliott, Kristol and
Schnee, special Delaware counsel to the Company, regarding, among
other matters, the validity of the Debentures and the Guarantee
pursuant to Delaware law. In our 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 reproduction copies. As to various questions of fact material
to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or
directors of the Company and trustees of the Trust and upon
documents, records and instruments furnished to us by the Company
and the Trust, without independent check or verification of their
accuracy.
Based on the foregoing examination and subject to the
comments and assumptions noted below, we are of the opinion that:
1. The Common Stock to be issued in the Offering has been
duly authorized for issuance and, when issued by the Company
against payment therefor, will be validly issued, fully paid and
nonassessable.
2. After the Indenture has been duly authorized, executed
and delivered, the Debentures, when duly executed, delivered,
authenticated and issued in accordance with the Indenture and
delivered and paid for as contemplated by the Registration
Statements, will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms.
3. The Guarantee, when duly executed and delivered by the
parties thereto, will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms.
Insofar as the foregoing opinions relate to the legality,
validity, binding effect or enforceability of any agreement or
<PAGE>
Independent Bankshares, Inc.
September 17, 1998
Page 3
obligation of the Company, we have assumed and have not verified
that (a) each other party to such agreement or obligation has
satisfied those legal requirements that are applicable to it to
the extent necessary to make such agreement or obligation
enforceable against it and (b) that the Debentures will be duly
authenticated under the Indenture. The foregoing opinions are
subject to the following qualifications: (a) any applicable
bankruptcy, receivership, insolvency, reorganization,
liquidation, moratorium, fraudulent conveyance or other laws
affecting the rights and remedies of creditors generally from
time to time in effect; (b) the discretion of any court as to the
enforcement of remedies and the judicial imposition of an implied
covenant of good faith and fair dealing; (c) the possibility that
certain indemnification or exculpation provisions may be
construed to indemnify or exculpate to an extent greater than
permissible under applicable law or public policy; (d) the rules
of equity governing specific performance, injunctive relief or
other equitable remedies or involving the exercise of judicial
discretion in any proceedings at law or in equity; and (e)
notwithstanding Section 15.5 of the Indenture, the possibility
that a court may determine that the law of another jurisdiction
has a materially greater interest in the outcome of the
transaction than the State of Delaware.
This opinion is limited in all respects to the Texas
Business Corporation Act of the State of Texas, the General
Corporation Law of the State of Delaware and applicable federal
laws, each as in effect on the date hereof.
We bring to your attention the fact that this legal opinion
is an expression of professional judgment and not a guaranty of
result. This opinion is given as of the date hereof, and we
assume no obligation to update or supplement such opinion to
reflect any facts or circumstances that may hereafter come to our
attention or any changes in laws or judicial decisions that may
hereafter occur.
We hereby consent to the filing of this option as an exhibit
to the Registration Statements and to the use of our name under
the caption "Legal Matters" in the Prospectus forming a part of
the Registration Statement. In giving such consent, we do not
admit that we come within the category of persons whose consent
is required by Section 7 of the Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ ARTER & HADDEN LLP
PRICKETT, JONES, ELLIOTT, KRISTOL & SCHNEE
1310 KING STREET
BOX 1328
WILMINGTON, DELAWARE 19899
TEL: (302) 888-6500
FAX: (302) 658-8111
http://www.prickett.com
September 17, 1998
Independent Capital Trust
c/o Independent Bankshares, Inc.
547 Chestnut Street
Abilene, Texas 79602
RE: Independent Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for Independent
Capital Trust, a Delaware business trust (the "Trust"), in
connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth,
our examination of documents have been limited to the examination
of originals or copies of the following:
(a) The Certificate of Trust of the Trust (the
"Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on July 29,
1998;
(b) The Declaration of Trust of the Trust, dated as of July
29, 1998, among Independent Bankshares, Inc., a Texas corporation
(the "Company"), and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration
Statement") on Form S-2, including a prospectus (the
"Prospectus") relating to the 8 1/2% Cumulative Trust Preferred
Securities of the Trust representing preferred undivided
beneficial interests in the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), as filed by the
Company and the Trust as
<PAGE>
set forth therein with the Securities and Exchange Commission on
August 4, 1998, as amended by Amendment No. 1 thereto (the
"Registration Statement") together with the Form S-2 filed
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "462(b) Registration Statement");
(d) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, the trustees of the
Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the Trust (the "Trust
Agreement"), attached as an exhibit to the Registration
Statement; and
(e) A Certificate of Good Standing for the Trust, dated the
date hereof, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have
assumed that there exists no provision in any document that we
have not reviewed that bears upon or is inconsistent with the
opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all
of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have
assumed (i) the authenticity of all documents submitted to us as
authentic originals, (ii) the conformity with the originals of
all documents submitted to us as copies or forms, and (iii) the
genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement constitutes the entire agreement among the
parties thereto with respect to the subject matter thereof,
including with respect to the creation, operation and termination
of the Trust, and that the Trust Agreement and the Certificate
are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may
be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the
documents examined by us, (iv) no action has been taken to
dissolve or terminate the Trust, (v) that
-2-
<PAGE>
each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its
obligations under, such documents, (vi) the due authorization,
execution and delivery by all parties thereto of all documents
examined by us, (vii) the receipt by each Person to whom a
Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Security
Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust
Agreement and the Prospectus, and (viii) that the Preferred
Securities are issued and sold to the Preferred Security Holders
in accordance with the Trust Agreement and the Prospectus. We
have not participated in the preparation of the 462 (b)
Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any
other jurisdiction, including federal laws and rules and
regulations relating thereto. This opinion is expressed only as
of the date hereof and is rendered only with respect to Delaware
laws and rules, regulations and orders thereunder which are
currently in effect. We disclaim any undertaking to advise you
of any subsequent changes in the facts or in the applicable law.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business
Trust Act, 12 Del. C. '3801, et seq.
------- -- ---
2. The Preferred Securities, when issued in accordance
with the Trust Agreement and the Prospectus, will represent valid
and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial
interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of
the Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State
of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Trust Agreement.
-3-
<PAGE>
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the 462(b) Registration
Statement. In addition, we hereby consent to the use of our name
under the heading "Validity of Securities" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Prickett, Jones, Elliott,
Kristol & Schnee
-4-
EXHIBIT 8
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Tel: 214.741.7139
August 26, 1998
Independent Bankshares, Inc.
547 Chestnut Street
Abilene, Texas 79602
Gentlemen:
We have acted as tax counsel to Independent Bankshares,
Inc., a Texas corporation (the "Company"), in connection with the
proposed issuance of (i) Preferred Securities (the "Preferred
Securities") of Independent Capital Trust, a statutory business
trust created under the laws of Delaware (the "Trust"), pursuant
to the terms of the Amended and Restated Trust Agreement between
the Company and U.S. Trust Company of Texas, N.A., as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, and
certain individuals named therein as Administrative Trustees (the
"Trust Agreement"), to be offered in an underwritten public
offering, (ii) Subordinated Debentures (the "Debentures") of the
Company pursuant to the terms of an indenture from the Company to
U.S. Trust Company of Texas, N.A., as trustee (the "Indenture"),
to be sold by the Company to the Trust, and (iii) the Preferred
Securities Guarantee Agreement of the Company with respect to the
Preferred Securities (the "Guarantee") between the Company and
U.S. Trust Company of Texas, N.A., as trustee. The Preferred
Securities and the Debentures are to be issued as contemplated by
the registration statement on Form S-2 (the "Registration
Statement") to be filed by the Company and the Trust to register
the issuance of the Preferred Securities, the Debentures and the
Guarantee under the Securities Act of 1933, as amended (the
"Act").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of documents, corporate records
and other instruments as we have deemed necessary or appropriate
for purposes of this opinion including (i) the Registration
Statement, (ii) the Form of Indenture attached as an exhibit to
the Registration Statement, (iii) the Form of the Debentures
<PAGE>
attached as an exhibit to the Registration Statement, (iv) the
Form of Trust Agreement attached as an exhibit to the
Registration Statement, (v) the form of Guarantee attached as an
exhibit to the Registration Statement, and (vi) the Form of
Preferred Security Certificate attached as an exhibit to the
Registration Statement (collectively the "Documents"). In such
examination, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such
latter documents, the genuineness of all signatures and the
correctness of all representations made therein. We have further
assumed that there are no agreements or understandings
contemplated therein other than those contained in the Documents.
Based upon the foregoing, and assuming (i) the final
Documents will be substantially identical to the forms attached
as exhibits to the Registration Statement and (ii) full
compliance with all the terms of the final Documents, we are of
the opinion that the statements contained in the preliminary
prospectus constituting part of the Registration Statement under
the caption "Certain Federal Income Tax Consequences," insofar as
such statements constitute matters of law or legal conclusions,
as qualified therein, constitute an accurate description, in
general terms, of the indicated United States federal income tax
consequences to such holders.
The opinion expressed above is based on existing provisions
of the Internal Revenue Code of 1986, as amended (the "Code"),
existing Treasury Regulations, published interpretations of the
Code and such Treasury Regulations by the Internal Revenue
Service, and existing court decisions published at least three
days prior to the date hereof, any of which could be changed at
any time. Any such changes may or may not be retroactively
applied. We note that there is no authority directly on point
dealing with securities such as the Preferred Securities or of
transactions of the type described herein. Further, you should
be aware that opinions of counsel are not binding on the Internal
Revenue Service or the courts. We express no opinion as to any
matters not specifically covered by the foregoing opinions or as
to the effect on the matters covered by this opinion of the laws
of any other jurisdiction. Additionally, we undertake no
obligation to update this opinion in the event there is either a
change in the legal authorities, in the facts (including the
taking of any action by any party to any of the transactions
described in the Documents relating to such transactions) or in
the Documents on which this opinion is based, or an inaccuracy in
any of the representations or warranties upon which we have
relied in rendering this opinion.
This letter is not being delivered for the benefit of, nor
may it be relied upon by, the holders of the Debentures, the
Guarantee or the Preferred Securities or any other party to which
it is not specifically addressed or on which reliance is not
expressly permitted hereby.
<PAGE>
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to reference to our
Firm under the caption "Certain Federal Income Tax Consequences"
and "Legal Matters" in the preliminary prospectus constituting a
part of the Registration Statement.
Very truly yours,
/s/ ARTER & HADDEN LLP
ARTER & HADDEN LLP
INDEPENDENT BANKSHARES, INC.
PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Six-Month Period Ended June 30, 1998 Year Ended December 31, 1997
------------------------------------- --------------------------------------
Pro Forma Pro Forma
The Company Azle Bancorp Balance The Company Azle Bancorp Balance
----------- ------------ ----------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
(In thousands) (In thousands)
Fixed Charges:
Interest expense - borrowings $ 1 $ 0 $ 23 $ 59 $ 0 $ 103
Implicit interest - leases 20 5 25 22 8 31
Series C Preferred Stock dividends 12 0 12 41 0 41
Distributions on Trust Preferred Securities 0 0 518 0 0 1,036
----------- ------------ ------------ ------------ ------------ ---------
Fixed charges excluding interest expense
on deposits (A) 33 5 578 122 8 1,211
Interest expense - deposits 4,286 1,315 5,601 8,600 2,615 11,215
----------- ------------ ------------ ------------ ------------ ---------
Total Fixed Charges (B) $ 4,319 $ 1,320 $ 6,179 $ 8,722 $ 2,623 $12,426
=========== ============ ============ ============ ============ =========
Earnings:
Income before federal income taxes and
cumulative effect of accounting change $ 1,537 $ 1,010 $ 1,734 $ 3,087 $ 2,057 $ 3,515
Interest expense - borrowings 1 0 23 59 0 103
Implicit interest - Leases 20 5 25 22 8 30
Series C Preferred Stock dividends 12 0 12 41 0 41
----------- ------------ ------------ ----------- ------------ ---------
Earnings before interest expense on
borrowings and implicit interest on
Leases (C) 1,570 1,015 1,794 3,209 2,065 3,689
Interest expense - deposits 4,286 1,315 5,601 8,600 2,615 11,215
----------- ------------ ------------ ----------- ------------ ---------
Earnings Before Fixed Charges (D) $ 5,856 $ 2,330 $ 7,395 $ 11,809 $ 4,680 $14,904
=========== ============ ============ =========== ============ =========
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits (C)/(A) 47.58 203.00 3.10 26.30 258.13 3.05
=========== ============ ============ =========== ============ =========
Including interest on deposits (D)/(B) 1.36 1.77 1.20 1.35 1.78 1.20
=========== ============ ============ =========== ============ =========
</TABLE>
<PAGE>
INDEPENDENT BANKSHARES, INC.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Six-Month Period Ended Year Ended December
June 30, 1998 31, 1997 Year Ended December 31,
---------------------- ------------------- ------------------------------------
Six-Months
Ended
06/30/97 1996 1995 1994 1993
Actual Pro Forma Actual Actual Pro Forma Actual Actual Actual Actual
----------- --------- ---------- -------- --------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest expense - borrowings $ 1 $ 23 $ 35 $ 59 $ 103 $ 59 $ 108 $ 88 $ 104
Implicit interest - leases 20 25 10 22 30 20 20 23 25
Series C Preferred Stock dividends 12 12 28 41 41 63 70 70 75
Distributions on Trust Preferred
Securities 0 518 0 0 1,036 0 0 0 0
--------- --------- ---------- -------- --------- ------- ------- ------- -------
Fixed charges excluding interest
expense on deposits (A) 33 578 73 122 1,210 142 198 181 204
Interest expense - deposits 4,286 5,601 4,214 8,600 11,215 6,382 5,201 3,364 3,072
--------- --------- ---------- -------- --------- ------- ------- ------- -------
Total Fixed Charges (B) $ 4,319 $ 6,179 $ 4,287 $ 8,722 $12,425 $ 6,524 $ 5,399 $ 3,545 $ 3,276
========= ========= ========== ======== ========= ======= ======= ======= =======
Earnings:
Income before federal income taxes
and cumulative affect of
accounting change $ 1,537 $ 1,734 $ 1,592 $ 3,087 $ 3,515 $ 2,175 $ 1,714 $ 677 $ 1,553
Interest expense - borrowings 1 23 35 59 103 59 108 88 104
Implicit interest - leases 20 25 10 22 30 20 20 23 25
Series C preferred Stock dividends 12 12 28 41 41 63 70 70 75
--------- --------- ---------- -------- --------- ------- ------- ------- -------
Earnings before interest expense
on borrowings and implicit
interest on leases (C) 1,570 1,794 1,665 3,209 3,689 2,317 1,912 858 1,757
Interest expense - deposits 4,286 5,601 4,214 8,600 11,215 6,382 5,201 3,364 3,072
--------- --------- ---------- -------- --------- ------- ------- ------- --------
Earnings Before Fixed Charges (D) $ 5,856 $ 7,395 $ 5,879 $11,809 $14,904 $ 8,699 $ 7,113 $ 4,222 $ 4,829
========= ========= ========== ======== ========= ======= ======= ======= ========
Ratio of Earnings to Fixed Charges:
Excluding interest on
deposits (C)/(A) 47.58 3.10 22.81 26.30 3.05 16.32 9.66 4.74 8.61
========= ========= ========== ======== ========= ======= ======= ======= ========
Including interest on
deposits (D)/(B) 1.36 1.20 1.37 1.35 1.20 1.33 1.32 1.19 1.47
========= ========= ========== ======== ========= ======= ======= ======= ========
</TABLE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the inclusion in this Rule 462(b) registration
statement on Form S-2 (File No. 333-60649) of our report dated
February 2, 1998, on our audits of the consolidated financial
statements of Independent Bankshares, Inc. as of December 31,
1997 and 1996 and for each of the three years in the period ended
December 31, 1997. We consent to the reference to our firm under
the caption "Experts."
/s/ PriceWaterhouseCoopers LLP
Fort Worth, Texas
September 16, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our name under the caption
"Experts" and the inclusion of our report dated March 6, 1998 on
our audit of the consolidated financial statements of Azle
Bancorp and Subsidiaries as of and for the year ended December
31, 1997, in the Prospectus forming a part of the Registration
Statement filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and do hereby confirm the statements therein
made.
/s/ STOVALL, GRANDEY & WHATLEY, L.L.P.
Fort Worth, Texas
September 16, 1998
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
---------------------------------
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated April 11, 1997,with
respect to the 1996 financial statements of Azle State Bank
included or incorporated by reference in the Prospectus forming a
part of the Registration Statement filed pursuant to Rule 462(b)
under the Securities Act of 1933.
/S/ ERNST & YOUNG LLP
Fort Worth, Texas
September 17, 1998
