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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 11, 2000
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Date of Report (Date of earliest event reported)
Independent Bankshares, Inc.
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(Exact name of Registrant as specified in its charter)
Texas 0-10196 75-1717279
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
547 Chestnut Street
P. O. Box 3296
Abilene, Texas 79604 79604
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(Address of principal (Zip Code)
executive offices)
(915) 677-5550
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1. Changes in Control of Registrant
On August 11, 2000, State National Bancshares, Inc., a Texas
corporation ("State National"), consummated its acquisition of
Independent Bankshares, Inc. ("Independent") pursuant to the
terms of the previously reported Agreement and Plan of
Reorganization, dated as of March 1, 2000 (the "Merger
Agreement"), between Independent and State National. Pursuant to
the Merger Agreement, New FSB, Inc., a wholly owned subsidiary of
State National, merged with and into Independent (the "Merger"),
with Independent surviving the Merger as a wholly owned
subsidiary of State National. As a result of the Merger, each
share of Independent Common Stock was exchanged into the right to
receive $20.0165 in cash, representing total aggregate merger
consideration of $45,510,365.
State National obtained the funds for the purchase of the
Independent Common Stock from (i) the sale of shares of State
National's common stock to certain qualified investors and (ii)
and from an advance in the amount of $10,000,000 on State
National's line of credit ("Loan") with the Amarillo National
Bank, Amarillo, Texas. The Loan bears interest at the rate equal
to the 30 day Libor rate plus 230 basis points. The outstanding
principal balance is due and payable annually over a ten-year
period. The Loan is secured by all of the common stock of the
bank subsidiaries of State National.
The Merger Agreement is attached hereto as an Exhibit 2.1,
and is incorporated herein by reference. The Joint Press
Release, dated August 14, 2000, announcing the completion of the
acquisition of Independent Bankshares, Inc. by State National is
attached hereto an Exhibit 99.1. The foregoing description is
qualified in its entirety by the provisions of such exhibits.
ITEM 5. Other Events
Resignation and Appointment of Directors. In connection with
the Merger referenced in Item 1 above, effective August 16, 2000,
Mr. John L. Beckham, Mr. Lee Caldwell, Mrs. Wm. R. (Amber) Cree,
Ms. Nancy E. Jones, Mr. Marshal M. Kellar, Mr. Tommy McAlister,
Mr. Scott L. Taliaferro, James D. Webster, M.D. and Mr. C.G.
Whitten resigned from Independent's Board of Directors, and Tom
C. Nichols, Don E. Cosby, Ronald Simpson, David Kirk, Rick J.
Calhoon, James A. Cardwell and Gary J. Fletcher were appointed as
the new directors of the Independent's Board of Directors.
Trust Preferred Securities. The Trust Preferred Securities
of Independent Capital Trust, a Delaware business trust, of which
Independent owns all of the common securities will remain
outstanding after the Merger and will continue to trade on the
American Stock Exchange ("AMEX"). In connection with the
consummation of the Merger, the Company entered into three
agreements with respect to the Amended and Restated Trust
Agreement for the Trust Preferred Securities and the related
Indenture and Preferred Securities Guarantee Agreement.
First, Independent, State National, U.S. Trust, Bryan W.
Stephenson, Randal N. Crosswhite, Michael D. Jarrett, Tom C.
Nichols, Don E. Cosby and Edmund W. McGee on August 11, 2000,
entered into the Resignation of Administrative Trustees and
Appointment of Successors Under Amended and Restated Trust
Agreement (the "Resignation"), pursuant to which, among other
things, Bryan W. Stephenson, Randal N. Crosswhite and Michael D.
Jarrett resigned as administrative trustees of the Independent
Capital Trust, and Tom C. Nichols, Don E. Cosby
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and Edmund W. McGee were appointed as successor administrative
trustees of the Independent Capital Trust with all the rights,
powers, trusts and duties of the administrative trustees. In
addition, State National agreed to maintain or cause the
administrative trustees to maintain the listing of the Trust
Preferred Securities on the AMEX or another national exchange or
on The Nasdaq Stock Market's National Market until September 22,
2003.
Second, Independent, State National and U.S. Trust Company
of Texas, N.A. ("U.S. Trust") on August 11, 2000, entered into a
First Supplemental Indenture ("Supplemental Indenture"), which
provides, among other things, that State National assumes joint
and several liability on and after August 11, 2000, for all of
the obligations of Independent under the Indenture. State
National also agreed, for as long as any of the debentures remain
outstanding, to fulfill or cause Independent to fulfill all
reporting and filing obligations under the Securities Exchange
Act of 1934, as amended, applicable to companies having a class
of securities listed under Section 12(b) or 12(g) thereunder. In
the event of distribution of the debentures to the holders of the
Trust Preferred Securities, State National agreed to list the
debentures or cause Independent to list the debentures on the
AMEX, another securities exchange or on The Nasdaq Stock Market's
National Market as the Trust Preferred Securities are then
listed. In addition, the Supplemental Indenture provides that
newly issued debentures may now bear a legend stating the
assumption of the joint and several liability by State National.
Third, Independent, State National and U.S. Trust on August
11, 2000, entered into an Amendment to Guarantee Agreement
("Amendment"), which provides, among other things, that State
National assumes joint and several liability on and after August
11, 2000, for all of the obligations of Independent under the
Preferred Securities Guarantee Agreement.
The Supplemental Indenture, the Amendment and the
Resignation are attached hereto as Exhibits 4.1, 4.2 and 4.3,
respectively, and are incorporated herein by reference. The
foregoing description is qualified in its entirety by the
provisions of such exhibits.
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ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) - (b) Not applicable.
(c) Exhibits
Exhibit No. Document Description
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2.1 Agreement and Plan of Reorganization
dated March 1, 2000, between the
Independent Bankshares, Inc. and
State National Bancshares, Inc.
(incorporated by reference to
Exhibit 2.1 to the Independent's
Current Report on Form 8-K dated
March 1, 2000).
4.1 Resignation of Administrative
Trustees and Appointment of
Successors Under Amended and Restated
Trust Agreement, dated August 11,
2000, among Independent Bankshares,
Inc., State National Bancshares,
Inc., U.S. Trust Company of Texas,
N.A., Bryan W. Stephenson, Randal N.
Crosswhite, Michael D. Jarrett, Tom
C. Nichols, Don E. Cosby and Edmund
W. McGee (filed herewith).
4.2 First Supplemental Indenture, dated
August 11, 2000, among Independent
Bankshares, Inc., State National
Bancshares, Inc. and U.S. Trust
Company of Texas, N.A. (filed
herewith).
4.3 Amendment to Guarantee Agreement,
dated August 11, 2000, among
Independent Bankshares, Inc., U.S.
Trust Company of Texas, N.A. and
State National Bancshares, Inc.
(filed herewith).
99.1 Press Release, dated August 14, 2000,
announcing the completion of the
acquisition of Independent
Bankshares, Inc. by State National
Bancshares, Inc. (filed herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
INDEPENDENT BANKSHARES, INC.
Date: August 24, 2000 By: /s/ RANDAL N. CROSSWHITE
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Randal N. Crosswhite, Senior Vice
President, Chief Financial
Officer and Corporate Secretary
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INDEX TO EXHIBITS
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated March
1, 2000, between Independent Bankshares, Inc. and
State National Bancshares, Inc. (incorporated by
reference to Exhibit 2.1 to the Independent's
Current Report on Form 8-K dated March 1, 2000).
4.1 Resignation of Administrative Trustees and
Appointment of Successors Under Amended and
Restated Trust Agreement, dated August 11, 2000,
among Independent Bankshares, Inc., State
National Bancshares, Inc., U.S. Trust Company of
Texas, N.A., Bryan W. Stephenson, Randal N.
Crosswhite, Michael D. Jarrett, Tom C. Nichols,
Don E. Cosby and Edmund W. McGee (filed
herewith).
4.2 First Supplemental Indenture, dated August 11,
2000, among Independent Bankshares, Inc., State
National Bancshares, Inc. and U.S. Trust Company
of Texas, N.A. (filed herewith).
4.3 Amendment to Guarantee Agreement, dated August
11, 2000, among Independent Bankshares, Inc.,
U.S. Trust Company of Texas, N.A. and State
National Bancshares, Inc. (filed herewith).
99.1 Press Release, dated August 14, 2000, announcing
the completion of the acquisition of Independent
Bankshares, Inc. by State National Bancshares,
Inc. (filed herewith).
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