CUSIP NO. 453841 20 7 Page 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INDEPENDENT BANKSHARES, INC.
(Name of Issuer)
Common Stock, par value $0.25 per share
(Title of Class of Securities)
453841 20 7
(CUSIP Number)
BRYAN W. STEPHENSON
547 Chestnut Street
Abilene, Texas 79602
(915)677-5550
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/31/99
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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CUSIP NO. 453841 20 7 Page 2
(1) Name of Reporting Person Bryan W. Stephenson
S.S. No. of Above Person
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds* PF
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship U.S.A.
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Number of Shares
Beneficially
owned by each
reporting person
with: (7) Sole Voting Power 81,714
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(8) Shared Voting Power 26,852
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(9) Sole Dispositive Power 69,041
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(10) Shared Dispositive Power 39,525
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(11) Aggregate Amount Beneficially Owned 108,566
by Each Reporting Person
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by 4.8%
Amount in Row (11)
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(14) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
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CUSIP NO. 453841 20 7 Page 3
AMENDMENT NO. 3 TO SCHEDULE 13D
Filed Pursuant to Rule 13d-2
INTRODUCTORY STATEMENT
This amended statement ("Amendment No. 3") is filed by Bryan
W. Stephenson (the "Reporting Person") relating to shares of
Common Stock, $.25 par value per share (the "Common Stock"), of
Independent Bankshares, Inc. (the "Issuer" or the "Company") and
amends Amendment No. 2 to Schedule 13D previously filed by the
Reporting Person. This Amendment No. 3 effectively terminates the
Section 13(d) reporting obligations of the Reporting Person
because the Reporting Person is currently the beneficial owner of
less than 5% of the Common Stock due to the fact of issuance of
additional shares of Common Stock by the Issuer. This Amendment
No. 3 amends and supplements Amendment No. 2 to Schedule 13D
previously filed by the Reporting Person.
Item 1. Security and Issuer.
Amendment No. 3 relates to the Common Stock, of the Issuer.
The Issuer has its principal executive offices located at 547
Chestnut Street, Abilene, Texas 79602.
Item 2. Identity and Background.
(a) - (b) This Statement is filed by Bryan W.
Stephenson, an individual resident of
the State of Texas, as the Reporting
Person. The business address and principal
office address of the Reporting Person is
547 Chestnut Street, Abilene, Texas 79602.
(c) The Reporting Person is the President
and Chief Executive Officer of the Issuer.
(d) - (e) During the last five (5) years, the
Reporting Person has not been convicted in
any criminal proceeding (excluding traffic
violations or similar misdemeanors) nor was
the Reporting Person a party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction such that,
as a result of such proceeding, the
Reporting Person was or is subject to a
judgment, decree or final order enjoining
future violations
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CUSIP NO. 453841 20 7 Page 4
of, or prohibiting or mandating activities
subject to, federal or state securities
laws or finding any violation with respect
to such laws.
(f) The Reporting Person is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement is being filed as a result of a decrease in
the percentage of Common Stock beneficially owned by the
Reporting Person primarily as a result of the issuance of
additional shares of Common Stock by the Issuer at various times
since the filing of Amendment No. 2 (i.e., in an underwritten
offering to the public and upon conversion of certain derivative
securities). Specifically, the decrease occurred primarily as a
result of the sale of 230,000 shares of Common Stock by the
Issuer in an underwritten public stock offering and the
conversion during 1998 and 1999 of the remaining 5,590 shares of
the Issuer's Series C Cumulative Convertible Preferred Stock
owned by other shareholders of the Issuer into a total of 128,384
additional shares of Common Stock.
Other Transactions. Since the filing of Amendment No. 2,
the Reporting Person also acquired beneficial ownership of 1,458
shares of Common Stock as a result of various allocations under
the Issuer's Employee Stock Ownership/401(k) Plan (the
"ESOP/401(k) Plan").
Item 4. Purpose of Transaction.
As explained in Item 3, due to increases in the Issuer's
outstanding Common Stock, the Reporting Person's ownership of
outstanding Common Stock of the Issuer has dropped below 5%.
The Reporting Person's present intent is to hold the Common
Stock owned by him for investment purposes only. Whether the
Reporting Person purchases any additional shares of Common Stock,
and the amount, method and timing of any such purchase, will
depend upon the Reporting Person's continuing assessment of
pertinent factors, including, among other things, the
availability of such shares for purchase or acquisition at
acceptable price levels and/or upon acceptable terms; the
business and prospects of the Reporting Person and the Issuer and
other business and investment opportunities available to the
Reporting Person;
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CUSIP NO. 453841 20 7 Page 4
economic conditions; money market and stock market conditions;
the attitude and actions of other stockholders of the Issuer; the
availability and nature of opportunities to dispose of Common
Stock; the availability of funds or financing for additional
purchases; regulatory and other legal considerations; and other
plans and requirements of the Reporting Person. Depending upon
his assessment of these factors from time to time, the Reporting
Person may elect to acquire additional shares of Common Stock (by
means of privately negotiated purchases of shares, market
purchases or otherwise) or to dispose of some or all of the
Common Stock beneficially owned by him. However, neither the
timing nor the circumstances of future acquisitions or
dispositions has been determined at the date hereof. The
Reporting Person intends to exercise his rights as a shareholder
to vote for or against any matter in accordance with his best
interests.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock that may
be deemed to be beneficially owned by the Reporting Person as of
the date of filing this Statement is 108,566 shares, constituting
approximately 4.8% of the outstanding Common Stock of the Issuer.
(b) The Reporting Person has the sole power to vote 81,714
shares of Common Stock.
The Reporting Person shares the power to vote 26,852 shares
of Common Stock with Mrs. Stephanie Stephenson, the Reporting
Person's spouse. Mrs. Stephenson's residence address is 1413
Tanglewood, Abilene, Texas 79605. During the last five (5)
years, Mrs. Stephenson has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors)
nor was she a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such that, as a
result of such proceeding, she was or is subject to a judgment,
decree or final order enjoining future violations of or
prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such
laws.
The Reporting Person has the sole power to dispose of 69,041
shares of Common Stock.
The Reporting Person shares the power to dispose of 26,852
shares of Common Stock with Mrs. Stephenson and an additional
12,673 shares of Common Stock with the ESOP/401(k) Plan. The
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CUSIP NO. 453841 20 7 Page 5
ESOP/401(k) Plan's business address is 547 Chestnut Street,
Abilene, Texas 79602.
(c) Except as specified herein, the Reporting Person has
effected no other transactions in the shares of Common Stock of
the Issuer during the past 60 days.
(d) Mrs. Stephenson individually, and the Reporting Person
and Mrs. Stephenson jointly, have the right to receive any
dividends or proceeds from the sale of 25,277 shares and 1,575
shares respectively of Common Stock. The ESOP/401(k) Plan has
the right to receive any dividends or proceeds from the sale of
13,060 shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, or Understandings with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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CUSIP NO. 453841 20 7 Page 6
SIGNATURE
After reasonable inquiry, and to the best of my knowledge
and belief, I certify that the information set forth in this
Statement is true, complete and correct.
Date: February 14, 2000
By: /s/ BRYAN W. STEPHENSON
-----------------------------
Bryan W. Stephenson
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S. C. 1001).
