<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
COMMISSION FILE NUMBER: 0-10196
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)
Registrant's Telephone Number, Including Area Code: (915) 677-5550
Securities Registered Pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $0.25 PER SHARE
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
______________________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates
of the Registrant, based on the market value of such stock on March 16, 1998,
was $25,081,000. For purposes of this computation, all executive officers,
directors and 5% beneficial owners of the Registrant are deemed to be
affiliates. Such determination should not be deemed an admission that such
executive officers, directors and beneficial owners are, in fact, affiliates of
the Registrant. At March 16, 1998, 1,977,099 shares of the Registrant's common
stock, $0.25 par value per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated part or parts of this report:
(1) Annual Report to Shareholders for the fiscal year ended December 31, 1997,
furnished to the Commission pursuant to Rule 14a-3(b) - Part II and Part
IV.
(2) Definitive proxy statement filed with the Commission pursuant to Regulation
14A in connection with the Annual Meeting of Shareholders held April 28,
1998 - Part III.
================================================================================
<PAGE>
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant ("Registrant") hereby amends its annual report on Form
10-K for the fiscal year ended December 31, 1997 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Independent Bankshares, Inc. Employee Stock Ownership/401(k) Plan
("Plan") for the year ended December 31, 1997. Independent Bankshares, Inc. is
the issuer of the securities held pursuant to the Plan. The schedules called for
under Article 6A-05 in Regulation S-X have been omitted because they are
inapplicable or the required information has been given in the financial
statements or notes thereto:
INDEPENDENT BANKSHARES, INC
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
CONTENTS
--------
December 31, 1997 and 1996
Page
----
FINANCIAL STATEMENTS:
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
SUPPLEMENTARY INFORMATION:
Independent Auditors' Report on Supplementary Information 9
Schedule of Assets Held for Investment Purposes 10
Schedule of Reportable Transactions 11
<PAGE>
[LETTERHEAD OF CONDLEY AND COMPANY, L.L.P. APPEARS HERE]
- --------------------------------------------------------------------------------
March 25, 1998
TO THE EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN COMMITTEE OF
INDEPENDENT BANKSHARES, INC.
ABILENE, TEXAS
INDEPENDENT AUDITORS' REPORT
----------------------------
We have audited the accompanying statements of net assets available for plan
benefits of the INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k)
PLAN as of December 31, 1997 and 1996, and the related statements of changes in
net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN as of
December 31, 1997 and 1996, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
/s/ CONDLEY AND COMPANY, L.L.P.
Certified Public Accountants
<PAGE>
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
December 31,
-----------------------
1997 1996
---------- ----------
ASSETS
------
CASH AND CASH EQUIVALENTS $ 65,371 $ 85,434
CONTRIBUTIONS RECEIVABLE 4,614 0
INVESTMENTS AT FAIR VALUE (NOTE 5) 3,128,348 1,861,924
NOTES RECEIVABLE (NOTE 6) 56,252 24,773
ACCRUED INCOME 285 60
---------- ----------
TOTAL ASSETS 3,254,870 1,972,191
ACCRUED LIABILITIES 5,366 4,859
NOTE PAYABLE (NOTE 7) 193,832 0
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,055,672 $1,967,332
========== ==========
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1997 1996
----------- ------------
<S> <C> <C>
ADDITIONS:
Investment Income:
Net unrealized appreciation in
fair value of investments $ 1,093,94 $ 588,185
Dividend income 29,601 21,591
Interest income 9,038 6,343
Miscellaneous income 0 8
Gain on sale of investments 1,236 1,949
---------- ----------
Total Investment Income 1,133,823 618,076
Employer contributions 99,690 76,751
Employee contributions 71,372 49,612
---------- ----------
Total Additions 1,304,885 744,439
---------- ----------
DEDUCTIONS:
Distributions to participants 170,952 80,161
Administrative expenses 45,593 19,580
---------- ----------
Total Deductions 216,545 99,741
---------- ----------
NET INCREASE 1,088,340 644,698
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of Year 1,967,332 1,322,634
---------- ----------
End of Year $3,055,672 $1,967,332
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
December 31, 1997 and 1996
NOTE 1: DESCRIPTION OF PLAN
INDEPENDENT BANKSHARES, INC. (the "Company") established the
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (the
"Plan") effective January 1, 1987. The Plan is an employee stock
ownership plan (ESOP), and is designed to comply with Section 4975
(e)(7) and the regulations thereunder of the Internal Revenue Code of
1986, as amended (the "Code") and is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). The Plan is administered by INDEPENDENT BANKSHARES,
INC. Employers participating in the Plan during the year are
INDEPENDENT BANKSHARES, INC. and its wholly owned subsidiary FIRST
STATE BANK, N.A., ABILENE, TEXAS. FIRST STATE BANK, N.A., ABILENE is
the Plan's trustee.
The Plan was amended in 1993 to add a 401(k) provision. This allows
plan participants to make salary deferrals which are credited to each
participant's account. The Plan name was changed to the INDEPENDENT
BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN.
The more significant aspects of the Plan are summarized below:
Eligibility to Participate
--------------------------
An employee becomes a participant on the January 1 or July 1
coincident with or immediately following the later of the date on
which he or she completes one year of service (1,000 hours), and
attains age 21.
Employer's Contributions
------------------------
The Company, at its discretion, annually will determine the amount of
its contribution, if any, to the Plan. The Company may make its
contribution to the Plan in cash or in the Company's common stock or
such property that is acceptable to the trustee. For each plan year
the Company and its subsidiaries contribute to the Plan, the
allocation of the contribution will be based upon a participant's
proportionate share of the total compensation paid during that plan
year to all participants in the Plan. The Company may also, at its
discretion, make a matching contribution of up to 5% of eligible
participants' yearly compensation.
Employee Contributions
----------------------
The Plan permits (but does not require) employees to make voluntary
contributions or salary deferrals up to the maximum amount allowable
by law.
Vesting
-------
An employee's interest in the contributions by the Company and its
subsidiaries to the Plan for the employee's benefit becomes 100%
vested (nonforfeitable) upon the employee attaining age 65, or if the
employee terminates employment because of death or disability. If an
employee terminates employment prior to normal retirement age for any
reason other than death or disability, then the
4
<PAGE>
employee's interest in the contributions by the Company and its
subsidiaries to the Plan for the employee's benefit becomes vested in
accordance with the following schedule:
Years of Service Nonforfeitable
With the Employer Accrued Benefit
--------------------------- ------------------------------
Less than 2 None
2 10%
3 20%
4 40%
5 60%
6 80%
7 100%
Forfeitures
-----------
The Plan provides two methods of vesting forfeiture. The primary
method of vesting forfeiture is the "forfeiture break in service"
rule. The secondary method of forfeiture is the "cash out" rule.
Termination of employment alone will not result in a forfeiture under
the Plan unless an employee does not return to employment with the
Company before incurring a "forfeiture break in service" (a period of
5 consecutive plan years). The cash out rule becomes operative if an
employee terminates employment and receives a total distribution of
the vested portion of his or her account balance.
Distributions
-------------
Distributions after an employee attains age 65 will be paid as soon
thereafter as is practical.
If an employee dies prior to receiving all of his or her benefits
under the Plan, the trustee will pay the balance of their account to
their beneficiary.
If an employee becomes disabled, the trustee will pay his or her
account balance as if he or she had retired.
If an employee terminates employment prior to attaining normal
retirement age, the trustee will distribute the employee's vested
interest in lump sum or in equal installments over a fixed period of
time. The Employee Stock Ownership / 401(k) Plan Committee will direct
the trustee to distribute the employee's vested interest in the Plan
at any time prior to the close of the plan year in which the employee
separates from service, postpone distribution until after the plan
year in which the employee separates from service, or postpone
distribution until the employee attains age 65.
Plan Termination
----------------
The Company reserves the right to terminate the Plan at any time,
subject to Plan provisions. Upon such termination of the Plan, the
interest of each participant will be distributed to such participant
or his or her beneficiary at the time prescribed by the Plan terms and
the Code.
5
<PAGE>
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Valuation and Income Recognition
-------------------------------------------
The shares of Common Stock of the Company are valued at fair value on
December 31 of each year. Fair values at December 31, 1997 and 1996,
were determined by using the closing sales prices for the last market
transaction on or prior to those dates according to the American Stock
Exchange.
Mutual funds owned by the Company are valued at fair value on December
31 of each year. Fair value is determined by the fair value on
December 31 as published in the Wall Street Journal.
Dividend income is accrued on the ex-dividend date.
Purchases and sales of securities are recorded on a trade-date basis.
Realized gains and losses from security transactions are reported on
the specific identification method.
Contributions
-------------
Contributions are recognized in the year in which they are declared
and not received.
NOTE 3: TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated June 28, 1995, that the Plan is qualified and tax-
exempt under the appropriate sections of the Code.
NOTE 4: ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of the Company's Common
Stock and mutual funds, are held by the trustee of the Plan.
Contributions are held and managed by the trustee under the direction
of the Employee Stock Ownership / 401(k) Plan Committee. The trustee
invests contributions received, interest, and dividend income and
makes distributions to participants.
Certain administrative functions are performed by officers or
employees of the Company or its subsidiaries. No such officer or
employee receives compensation from the Plan.
NOTE 5: INVESTMENTS
The Plan's investments, at December 31, are presented in the following
table:
6
<PAGE>
<TABLE>
<CAPTION>
1997
----------------------------------------
Number of
Shares Held Cost Fair Value
----------- --------- -------------
<S> <C> <C> <C>
Independent Bankshares, Inc. Common Stock 154,199 $ 555,859 $ 3,035,793
Federated Managed Income Fund 839.7655 8,688 9,011
Federated Managed Growth & Income Fund 3,210.2689 34,890 36,533
Federated Managed Growth Fund 1,768.955 20,162 21,564
Federated Managed Aggressive Growth Fund 1,974.148 23,563 25,447
--------- ------------
Total $ 643,162 $ 3,128,348
========= ============
</TABLE>
<TABLE>
<CAPTION>
1996
----------------------------------------
Number of
Shares Held Cost Fair Value
----------- ---------- -------------
<S> <C> <C> <C>
Independent Bankshares, Inc. Common Stock 112,672 $ 371,417 $ 1,789,231
Federated Managed Income Fund 891.7925 9,139 9,275
Federated Managed Growth & Income Fund 2,535.7119 26,970 28,070
Federated Managed Growth Fund 1,701.965 18,470 20,066
Federated Managed Aggressive Growth Fund 1,263.966 13,959 15,282
---------- ------------
Total $ 439,955 $ 1,861,924
========== ============
</TABLE>
NOTE 6: NOTES RECEIVABLE
Notes receivable from participants as of December 31, consist of the
following:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Albert Jordan, originated December 16, 1997, at $15,800 with
monthly payments of $500, including interest at 8.5% $ 15,800 $ 0
Luther Snell, originated November 15, 1997 at $13,000 with
monthly payments of $270, including interest at 8.5% 12,821 0
Luther Snell, originated January 10, 1997, at $15,000 with
monthly payments of $306, including interest at 8.25% 12,668 0
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Randal Crosswhite, originated January 17, 1997, at $10,439
with monthly payments of $212, including interest at 8.25% 8,633 0
Carolyn Marshall, originated November 5, 1996, at $3,850 with
monthly payments of $100, including interest at 8.75% 2,872 3,778
Joel Velasquez, originated August 18, 1997, at $2,322 with
monthly payments of $165, including interest at 8.25% 2,126 0
Karen Timmons, originated November 15, 1997, at $1,387 with
monthly payments of $65, including interest at 8.5% 1,332 0
Albert Jordan, originated December 13, 1996, at $9,000 with
monthly payments of $408, including interest at 9% 0 9,000
Randal Crosswhite, originated December 23, 1996, at $8,500
with monthly payments of $173, including interest at 8.25% 0 8,500
Randal Crosswhite, originated March 29, 1995, at $2,600 with
monthly payments of $163, including interest at 9% 0 1,938
Joel Velasquez, originated April 18, 1996, at $1,195 with
monthly payments of $54, including interest at 8.25% 0 812
Karen Timmons, originated September 19, 1996, at $850 with
monthly payments of $39, including interest at 8.5% 0 745
---------- ---------
Total $ 56,252 $ 24,773
========== =========
</TABLE>
NOTE 7: NOTE PAYABLE
During January 1997, the Plan established a note payable to the
Company in the original amount of $213,750, the proceeds of which were
used to purchase Common Stock of the Company in a public stock
offering. Monthly payments are $3,480 including interest at the
Company's floating prime interest rate plus 1%(9.5% at December 31,
1997). The loan is scheduled to mature in January, 2004. The balance
at December 31, 1997, was $193,832.
The following is a five-year maturity schedule of the note payable:
1998 $ 24,437
1999 26,862
2000 29,528
2001 32,459
2002 35,680
Subsequent 44,866
-------------
Total $ 193,832
=============
8
<PAGE>
[LETTERHEAD OF CONDLEY AND COMPANY, L.L.P APPEARS HERE]
March 25, 1998
TO THE EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN COMMITTEE OF
INDEPENDENT BANKSHARES, INC.
ABILENE, TEXAS
INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION
---------------------------------------------------------
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ CONDLEY AND COMPANY, L.L.P.
Certified Public Accountants
9
<PAGE>
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN
EIN 75-1717279
Plan No. 003
------------
Plan Year Ended December 31, 1997
Item 30a - Schedule of Assets Held for Investment Purposes
<TABLE>
<CAPTION>
a b c d
- - - -
Description of Investment,
Including Maturity Date, Rate
Identity of Issuer, Borrower, of Interest, Collateral, Par or Current
Lessor, or Similar Party Maturity Value Cost Value
- ------------------------------------ ------------------------------------ -------------- --------------
<S> <C> <C> <C>
Independent Bankshares, Inc. 154,199 shares of $0.25 par value
Common Stock $ 555,859 $ 3,035,793
Federated Managed Income Fund 839.7655 fund units 8,688 9,011
Federated Managed Growth &
Income Fund 3,210.2689 fund units 34,890 36,533
Federated Managed Growth Fund 1,768.955 fund units 20,162 21,564
Federated Managed Aggressive
Growth Fund 1,974.148 fund units 23,563 25,447
</TABLE>
10
<PAGE>
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN
EIN 75-1717279
Plan No. 003
------------
Plan Year Ended December 31, 1997
Item 30d - Schedule of Reportable Transactions
<TABLE>
<CAPTION>
a b c d e f g h i
- - - - - - - - -
Description of Current
Asset (Include Expense Value of
Identity of Interest Rate Incurred Asset on
Party and Maturity in Purchase Selling Lease With Cost of Transaction Net Gain
Involved case of a Loan) Price Price Rental Transaction Asset Date or (Loss)
- ---------------- ------------------------- ---------- --------- -------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Independent Purchase of 18,750 $ 213,750 N/A N/A $ 0 $ 213,750 $ 213,750 N/A
Bankshares, shares, adjusted for the
Inc. 25% stock dividend in
May 1997, of Common
Stock of the Company
</TABLE>
11
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of Report.
3. Exhibits
The exhibits listed below are filed as part of or incorporated by
reference in this report. Where such filing is made by incorporation
by reference to a previously filed document, such document is
identified in parenthesis. See the Index of Exhibits included with
the exhibits filed as part of the original Annual Report on Form 10-K.
NO. DESCRIPTION
--- -----------
3.1 Restated Articles of Incorporation of Independent Bankshares,
Inc. (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 Independent Bankshares, Inc. (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)
10.1 Form of Nonqualified Option Agreement (Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992)
10.2 Loan Agreement dated January 23, 1997, by and among
Independent Bankshares, Inc. and Boatmen's First National Bank
of Amarillo and related Variable Rate Promissory Note dated
January 23, 1997, Security Agreement dated January 23, 1997
and Third Party Pledge Agreement dated January 23, 1997,
executed by Independent Financial Corp. (Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996)
10.3 Master Equipment Lease Agreement, dated December 24, 1992,
between Independent Bankshares, Inc. and NCR Credit
Corporation, Amendment to Master Equipment Lease Agreement
dated concurrently therewith, and related form of Schedule and
Commencement Certificate (Exhibit 10.7 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993)
10.4 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)
13.1 Annual Report to Shareholders for the year ended December 31,
1997 (previously filed)
21.1 Subsidiaries of Independent Bankshares, Inc. (Exhibit 21.1 to
the Company's Registration Statement on Form S-1, SEC File No.
333-16419)
23.1 Consent of Coopers & Lybrand L.L.P. (previously filed)
23.2 Consent of Condley and Company, L.L.P. (filed herewith)
27.1 Financial Data Schedule (previously filed)
(b) Current Reports on Form 8-K.
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 30, 1998
INDEPENDENT BANKSHARES, INC.
By: /s/ Bryan W. Stephenson
-----------------------------------------------
Bryan W. Stephenson,
President and Chief Executive Officer
By: /s/ Randal N. Crosswhite
-----------------------------------------------
Randal N. Crosswhite
Senior Vice President, Chief Financial
Officer, Corporate Secretary
INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK
OWNERSHIP/401(K) PLAN
By: First State Bank, N.A., Abilene, Trustee
By: /s/ CAROLYN K. MARSHALL
-----------------------------------------
Name: Carolyn K. Marshall
---------------------------------------
Title: VP/TO
--------------------------------------
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Restated Articles of Incorporation of Independent Bankshares,
Inc. (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 Independent Bankshares, Inc. (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)
10.1 Form of Nonqualified Option Agreement (Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992)
10.2 Loan Agreement dated January 23, 1997, by and among Independent
Bankshares, Inc. and Boatmen's First National Bank of Amarillo
and related Variable Rate Promissory Note dated January 23,
1997, Security Agreement dated January 23, 1997 and Third Party
Pledge Agreement dated January 23, 1997 executed by Independent
Financial Corp. (Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996)
10.3 Master Equipment Lease Agreement, dated December 24, 1992,
between Independent Bankshares, Inc. and NCR Credit
Corporation, Amendment to Master Equipment Lease Agreement
dated concurrently therewith, and related form of Schedule and
Commencement Certificate (Exhibit 10.7 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993)
10.4 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)
13.1 Annual Report to Shareholders for the year ended December 31,
1997 (previously filed)
21.1 Subsidiaries of Independent Bankshares, Inc. (Exhibit 21.1 to
the Company's Registration Statement on Form S-1, SEC File No.
333-16419)
23.1 Consent of Coopers & Lybrand L.L.P. (previously filed)
23.2 Consent of Condley and Company, L.L.P. (filed herewith)
27.1 Financial Data Schedule (previously filed)
<PAGE>
EXHIBIT 23.2
CONSENT OF CONDLEY AND COMPANY, L.L.P.
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Amendment No. 1 to Annual Report on Form 10-K/A into
Independent Bankshares, Inc.'s two currently effective Registration Statements
on Form S-8 (SEC File No. 33-83112 and 333-07567) regarding the Company's
Employee Stock Ownership/401(k) Plan.
/s/ CONDLEY AND COMPANY, L.L.P.
Certified Public Accountants
Abilene, Texas
April 29, 1998
