SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
First Financial Bankshares, Inc.
(Name of Registrant as Specified in its Charter)
Curtis R. Harvey
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: /
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated
and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which
the offsetting fee was paid previously. Identify the
previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
<PAGE>
FIRST FINANCIAL BANKSHARES, INC.
400 Pine Street
Abilene, Texas 79601
(915)675-7155
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 25, 1995
TO OUR SHAREHOLDERS:
The annual meeting of shareholders of First Financial
Bankshares, Inc. will be
held in the Abilene Civic Center, 1100 North 6th Street, Abilene,
Texas, at 10:30
a.m. on Tuesday, April 25, 1995, for the following purposes:
(1) To elect 13 Directors of the Company.
(2) To approve the appointment by the Board of
Directors of Arthur
Andersen LLP as the independent accountants of the
Company for the
year 1995.
(3) To act on such other business as may properly come
before the
meeting, or any adjournment thereof. The Board of
Directors
("management") is not aware of any other business
to come before the
meeting.
The transfer books of the Company will not be closed, but
only the holders of
common stock of record at the close of business on March 17,
1995, will be entitled
to notice of and to vote at the annual meeting.
The management sincerely desires your presence at the annual
meeting and
luncheon to be held immediately thereafter, but, nevertheless,
respectfully urges you
to sign and return the enclosed proxy in order to remove any
question of your vote
being counted. If you sign and return the proxy, but later
desire to vote in person,
you may revoke your proxy by a written request to either of the
named proxies.
Revocation of your proxy can be done either before or at the
annual meeting, so long
as your written request is received by one of the named proxies
before your proxy is
voted.
By order of the Board of Directors.
KENNETH T. MURPHY,
Chairman
March 31, 1995
<PAGE>
FIRST FINANCIAL BANKSHARES, INC.
400 Pine Street
Abilene, Texas 79601
(915) 675-7155
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 25, 1995
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by and on behalf of the
Board of Directors
of First Financial Bankshares, Inc., a Texas corporation (the
"Company"), for use at
the annual meeting of shareholders to be held on Tuesday, April
25, 1995, at the time
and place and for the purposes set forth in the accompanying
notice and at any recess
or adjournments thereof. The solicitation will be by mail. The
total expense of
such solicitation will be borne by the Company and will include
reimbursement paid to
brokerage firms and other custodians, nominees and fiduciaries
for their expenses in
forwarding solicitation material regarding the meeting to
beneficial owners. It may
be that further solicitation of proxies will be made by telephone
or oral
communication with some of the shareholders of the Company
following the original
solicitation. All further solicitation will be made by the
officers of the Company
who will not be additionally compensated therefor.
The accompanying proxy, even though executed and returned,
may be revoked at any
time prior to voting of the proxy by written request to either of
the named proxies
by the shareholder of record.
The proxy materials were mailed to shareholders on March 31,
1995. Only
shareholders of record at the close of business on March 17,
1995, will be entitled
to vote at such meeting. On such date there were 5,006,077 shares
of common stock
outstanding and entitled to vote. The holders of common stock
will be entitled to
one vote per share and cumulative voting is not permitted.
ELECTION OF DIRECTORS
A Board of Directors is to be elected at the annual meeting.
Each Director
elected will hold office until the next annual meeting of the
shareholders and until
his or her successor shall be elected and qualified. Under the
Bylaws of the
Company, an individual may not stand for election or reelection
as Director upon
attainment of 72 years of age unless such individual owns at
least 1% of the
outstanding shares of the Company and is less than 75 years of
age. While Bylaws of
the Company fix the number of Directors at a number not less than
three nor more than
thirty, thirteen nominees are named and proposed by management.
The reason that the
number of Directors authorized exceeds the number of nominees is
to avoid the
necessity of amending the Bylaws of the Company each time that it
would appear to be
to the advantage of the Company to increase the number of its
Directors. The proxies
accompanying this proxy statement cannot be voted by the proxy
committee for a
greater number of persons than the number of nominees named.
Other Directors could
be elected after nominations from the floor of the meeting, if
such nominees each
receive a majority vote of the shareholders. Although the
management of the Company
does not contemplate that any of the nominees will be unable to
serve, if such a
situation arises prior to the meeting, the proxy committee will
vote in accordance
with its best judgment.
<PAGE>
The names and principal occupations of the nominees, together
with the length of
service as a Director and the number of shares of common stock
of the Company
beneficially owned by each of them on December 31, 1994, are as
follows:
<TABLE>
<CAPTION>
Shares of
The Company Percent
Years as Principal Occupation
Beneficially of Shares
Name Age Office Director (1) During Last
Five Years Owned
Outstanding
<S> <C> <C> <C> <C> <C>
<C>
F. Scott Dueser (2) (6) 41 Director 4
President and Chief
30,814 0.6
Executive Officer,
First National Bank of
Abilene, Abilene, Texas*
since May 18, 1993; President,
First National Bank of
Abilene, Abilene,Texas*,
January 15, 1991, to May 18,
1993; Executive Vice President,
First National Bank of
Abilene, Abilene, Texas*
Patrick N. Gerald (6) 55 Director 14
Chairman and President,
19,041 0.4
First National Bank,
Sweetwater, Sweetwater,
Texas*
Robert E. Hitt 70 Director 22 Investments
51,798
1.0
(2) (3) (4) (5)
Joe B. Matthews (5) 50 Director 7
Geologist 1,413
Raymond A. McDaniel, 61 Director 3
McDaniel Associates
14,696 0.3
Jr. (3)
Bynum Miers (5) 58 Director 3 Ranching
and Investments 13,218
0.3
Kenneth T. Murphy (2) 57 Chairman, 23
See "Executive Officers"
50,078 1.0
President on Page 6
and Chief
Executive
Officer, and
Director
Dian Graves Owen 55 Director 2 Chairman,
Owen Healthcare, Inc.
13,047 0.3
James M. Parker 64 Director 22 President,
Parker 195,187
4.0
(2) (3) (4) Properties, Inc.
W.V. Ramsey, Jr., M.D.
(2) (3) (4) (6) 67 Director 24 Chairman,
Abilene Aero, 102,750
2.1
Inc. since July 1, 1991;
Radiology Associates
O.L. Schuch 69 Director Investments
15,878
0.3
Craig Smith 52 Director 5 Chairman
and President, 23,459
0.5
Hereford State Bank,
Hereford, Texas*
H.T. Wilson (2) (5) 67 Director 12
Chairman, Eastland National
50,286 1.0
Bank, Eastland, Texas*
Shares beneficially owned by all Executive Officers and Directors
as a group 583,109
11.7
*The bank shown is a subsidiary of the Company.
<PAGE>
(1) The years indicated are the approximate number of years each
person has
continuously served as Director of the Company, or, prior
thereto, of First
National Bank of Abilene, which became a wholly-owned
subsidiary of the Company
in April 1973, when all the then Directors of First National
Bank of Abilene
became Directors of the Company.
(2) This Director/Nominee is a member of the Executive Committee.
(3) This Director/Nominee is a member of the Stock Option
Committee.
(4) This Director/Nominee is a member of the Administrative
Committee of the
Company
Profit Sharing and Pension Plan.
(5) This Director/Nominee is a member of the Directors' Audit
Committee.
(6) This Director/Nominee is a member of the Brokerage Services
Policy Committee.
</TABLE>
MEETINGS OF BOARD OF DIRECTORS
During the last full year, four regular quarterly meetings of
the Board of
Directors were called and held. All Directors were able to
attend at least 75% of
the aggregate of the meetings of the Board of Directors and the
meetings held by all
committees of the Board on which they served. Directors who are
not officers of the
Company receive $800 for each Board meeting attended.
COMMITTEES
First Financial Bankshares, Inc. does not have a standing
nominating or
compensation committee of the Board of Directors. The Company
has a standing
Executive Committee whose responsibilities include functioning as
a compensation
committee and a nominating committee with appropriate
recommendations to the entire
Board. The Executive Committee met eight times during 1994 and,
among other items,
considered and took action on matters relating to its capacity as
compensation and/or
nominating committee. In its capacity as nominating committee,
the Executive
Committee will consider director nominations from security
holders. There are no
prescribed procedures that the security holder must follow. The
Company has a
Directors' Audit Committee that has the responsibility of acting
on behalf of the
Board in receiving and reviewing both internal and external audit
reports. During
1994 the Audit Committee met two times. The Company has a
Brokerage Services
Policy
Committee that provides oversight of the brokerage program
throughout the Company.
The Committee met two times during 1994. The Company also has an
Administrative
Committee for the Profit Sharing, Pension and Flexible Spending
Account Benefit
Plans. Pursuant to the 1992 Incentive Stock Option Plan for Key
Employees of First
Financial Bankshares, Inc. and its Subsidiaries, the Board of
Directors has also
appointed a Stock Option Committee composed of five members. The
Directors serving
on these committees are indicated in the section titled "ELECTION
OF DIRECTORS."
Directors who are not officers of the Company receive $400 for
each committee meeting
attended.
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP to
serve as independent
certified public accountants to the Company and its subsidiaries
for the year 1995
and to serve until the next annual meeting in April 1996. Arthur
Andersen LLP has
served as the Company's independent accountants since 1990. The
Company has been
advised by Arthur Andersen LLP that neither its firm nor any of
its members has any
financial interest, direct or indirect, in the Company or any of
its subsidiaries,
nor has had any connection with the Company or any of its
subsidiaries in any
capacity other than independent accountants.
The Board of Directors recommends that you vote for the
approval of the
appointment of Arthur Andersen LLP. If the shareholders do not
approve the
appointment of Arthur Andersen LLP, then the appointment of
independent accountants
will be reconsidered by the Board of Directors.
Representatives of Arthur Andersen LLP are expected to be
present at the annual
shareholders meeting, and they may have the opportunity to make a
statement, if they
desire to do so, and to respond to appropriate questions.
<PAGE>
EXECUTIVE OFFICERS
The executive officers of First Financial Bankshares, Inc.
are:
<TABLE>
<CAPTION>
Term of Years Served Principal
Occupation
Name Age Office Office In Such Office
During Past 5 Years
<S> <C> <C> <C> <C> <C>
Kenneth T. Murphy 57 Chairman, 1 year
8 years
Chairman, President and Chief
President and Executive
Officer; Chairman,
Chief Executive
First National Bank of
Abilene,
Officer Abilene, Texas*
Curtis R. Harvey 49 Executive Vice 1 year 4 years
Executive Vice
President and
President and Chief Financial
Officer since
Chief Financial
December 1, 1990;
Executive Vice
Officer President, Bank
One, Texas, N.A.
* The bank shown is a subsidiary of the Company.
</TABLE>
COMPENSATION OF OFFICERS
The following table provides individual compensation
information on the Chief
Executive Officer and the four most highly compensated officers
of the Company and
its subsidiaries.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation
Compensation Awards
Number of
Securities All Other
Underlying Compen-
Options sation
Name and Principal Position Year Salary($)
(#) (1) ($) (2)
<S> <C> <C> <C> <C>
Kennety T. Murphy, Chairman, President & CEO 1994 $
277,000 - $ 17,605
First Financial Bankshares, Inc. 1993 257,000 3,750
26,516
1992 237,000 - 27,650
F. Scott Dueser, President & CEO 1994 168,000 -
18,380
First National Bank of Abilene 1993 151,250 2,500
18,382
1992 130,000 - 16,305
Patrick N. Gerald, Chairman, President & CEO 1994 137,500 -
8,186
First National Bank, Sweetwater 1993 132,000 1,250
14,031
1992 125,000 - 13,702
Craig Smith, Chairman, President & CEO 1994 130,000 -
15,986
Hereford State Bank 1993 124,500 1,250
15,299
1992 117,500 - 15,905
Curtis R. Harvey,Executive Vice President & CFO 1994
121,800 - 14,157
First Financial Bankshares, Inc. 1993 117,000 1,250
13,050
1992 110,000 - 13,024
(1) Adjusted for stock splits and stock dividends.
(2) The Company's contribution to Profit Sharing Plan.
</TABLE>
<PAGE>
COMPENSATION PURSUANT TO PLANS
General
Effective January 1, 1984, the Company adopted First Financial
Bankshares, Inc.
Pension and Profit Sharing Plans, at which time the authority for
the Plans was placed
under the Directors of the Company. These Plans were previously
under authority of
the Directors of First National Bank of Abilene as these plans
had originated through
that bank. An employee is eligible to become a participant in
the Company Pension and
Profit Sharing Plans on January 1, coincident with or immediately
following date of
employment. The Company and all of its then subsidiary banks
adopted a Flexible
Spending Account Benefit Plan for all employees that became
effective in 1988. First
National Bank in Cleburne adopted all benefit plans effective in
1991. Stephenville
Bank & Trust Co. adopted all benefit plans effective in 1993.
Southwest Bank of San
Angelo adopted the Pension and Flexible Spending Account Benefit
Plan effective in
1994 and Profit Sharing Plan effective in 1995.
Profit Sharing Plan
Each participating employer (that is, the Company and each
subsidiary that has
adopted the Plan) determines on an annual basis the contribution
that it will make to
the Profit Sharing Plan from such employer's operating profits.
Contributions under
the Profit Sharing Plan are administered by an Administrative
Committee appointed by
the Board of Directors of First Financial Bankshares, Inc. for
the exclusive benefit
of Plan participants under the provisions of a Trust Agreement.
Under the Profit
Sharing Plan, eligible employees may contribute between 1% and 5%
of their eligible
earnings, although contributions by employees are not required as
a condition of
participation. Each employer's annual contribution is allocated
among the accounts of
the active Plan participants employed by such employer, in the
ratio that each
participant's compensation bears to the total compensation of all
participants of such
employer. Compensation means the total amount paid to an
employee during the year
including bonuses, commissions, and overtime pay, but excluding
reimbursed expenses,
director fees, group insurance benefits and pension and profit
sharing contributions.
Notwithstanding the foregoing, the compensation amount used to
calculate a
participant's benefit is limited by the IRS to a maximum of
$150,000. Additionally,
the Annual Addition that may be allocated to a participant is
limited to $30,000.
Effective January 1, 1988, compensation also includes the amount
elected by an
employee as salary reduction under the Flexible Spending Account
Benefit Plan.
The Profit Sharing Plan provides for benefits to vest (become
nonforfeitable) in
graduated percentages for the first six (6) years of
participation, with benefits
being fully vested after seven (7) years of credited service.
Generally, an
employee's benefit at normal retirement will be the contributions
allocated to his
account while a participant, increased by gains and decreased by
losses from
investments of the trust and increased by any forfeitures
allocated to his account.
An employee is always fully vested with respect to any voluntary
contributions he
makes, and death or disability of a participant while employed by
the Company or one
of its subsidiaries results in immediate full vesting with
respect to employer
contributions. If a participant terminates employment for any
other reason, the total
amount of his employee contribution account and the vested
portion of his employer
contribution account are distributed to him.
Pension Plan
The Company's Pension Plan requires annual contributions
sufficient to provide the
pension benefits accruing to employees under the Plan. The
annual benefit for a
participant in the Pension Plan who retires on his normal
retirement date is the
Accrued Benefit at December 31, 1988, plus 1.25% of average
compensation multiplied
by
years of service from January 1, 1989. "Average Compensation"
is the average
compensation during the 10 years immediately preceding the date
of determination.
Compensation means the total amount paid to an employee during
the year including
bonuses, commissions, and overtime pay, but excluding reimbursed
expenses, director
fees, group insurance benefits and pension and profit sharing
contributions. There
are provisions in the Plan for early retirement with reduced
benefits. There is no
vesting of Plan benefits until a participant has 5 or more years
of credited service
with participating employers. Full (100%) vesting occurs upon
the completion of 5
years of credited service or upon reaching age 65 without regard
to credited service.
<PAGE>
The Company Pension Plan is subject to the minimum funding
requirements of the
Employee Retirement Income Security Act of 1974 (ERISA) and there
is no present
funding deficiency.
Contributions to the Company Pension Plan for the past five
years (1990-1994) have
been $90,042, $99,602, $98,097, $162,052, and $272,346,
respectively.
The following table illustrates estimated retirement benefits
under the Company
Pension Plan for persons in specified remuneration and years of
service categories and
which benefits are payable annually for life with 10 years
certain. The benefits
listed in the table are not subject to any deduction for social
security or other
offset amounts. This illustration does not reflect any benefit
which a participant
may have accrued at December 31, 1988.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30
35
<S> <C> <C> <C> <C> <C>
$ 25,000 $ 4,688 $ 6,250 $ 7,813 $ 9,375 $
10,938
50,000 9,375 12,500 15,625 18,750
21,875
75,000 14,063 18,750 23,438 28,125
32,813
100,000 18,750 25,000 31,250 37,500
43,750
125,000 23,438 31,250 39,063 46,875
54,688
150,000 28,125 37,500 46,875 56,250
65,625
200,000 37,500 50,000 62,500 75,000
87,500
250,000 46,875 62,500 78,125 93,750
109,375
</TABLE>
The maximum annual pension benefit payable allowable under
current law is $118,800.
As of December 31, 1994, Mr. Murphy was credited with 24 years
of service under the
Company Pension Plan, Mr. Gerald was credited with 19 years of
service, Mr. Smith was
credited with 25 years of service, Mr. Dueser was credited with
18 years of service,
and Mr. Harvey was credited with 4 years of service. The covered
compensation of each
of these officers and directors during 1994 was $150,000,
$138,215, $131,819,
$150,000, and $121,810, respectively.
In 1992 the Board of Directors approved a deferred compensation
agreement between
First Financial Bankshares, Inc. and Kenneth T. Murphy, Chairman,
President and Chief
Executive Officer. The agreement was made in recognition of his
contribution to the
success of the Company and as an inducement to remain, subject to
the discretion of
the Board of Directors, in the employ of the Company. The
agreement provides that
following retirement in December 2002, or such later date as may
be mutually agreed
upon by the parties, the Company will pay Mr. Murphy, or his
beneficiary, the sum of
$6,250 per month for a period of 84 months. The monthly amount
is considered to be
an
appropriate level of supplemental income to partially offset Mr.
Murphy's reduction in
personal income following retirement and is based on an analysis
of the difference in
projected final year compensation and retirement compensation.
The agreement also
provides for 70% vesting at age 62, 80% vesting at age 63, and
90% vesting at age 64.
Flexible Spending Account Benefit Plan
Effective January 1, 1988, the Company and its subsidiaries
adopted a Flexible
Spending Account Benefit Plan. An employee is eligible to become
a participant in
this plan on the first day of the month following completion of
two months of service.
The Flexible Spending Account Benefit Plan allows each
participant to redirect a
portion of his/her salary, before taxes, to pay certain medical
and/or dependent care
expenses. This plan is administered by the Administrative
Committee appointed by the
Board of Directors of First Financial Bankshares, Inc.
<PAGE>
The following table contains information concerning each
exercise of stock
options during the last fiscal year by each of the persons named
below and the fiscal
year-end value of unexercised options.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
<CAPTION>
Number of
Securities Value
of
Underlying
Unexercised
Number of Unexercised
In-the-Money
Securities Options at FY- Options
at
Underlying End(#)(1)
FY-End($)
Shares Acquired Value Exercisable/
Exercisable/
Name on Exercise(#)Realized($) Unexercisable
Unexercisable
<S> <C> <C> <C>
<C>
Kenneth T. Murphy 2,740 $ 58,581
3,500$ 57,330
15,611 91,897
F. Scott Dueser 454 7,922 -
-
7,532 44,338
Patrick N. Gerald 2,832 86,722 -
-
4,674 27,514
Craig Smith 681 13,075 -
-
5,706 33,589
Curtis R. Harvey 619 6,165 -
-
3,106 5,373
(1) Adjusted for stock splits and stock dividends.
</TABLE>
The following line graph compares the Company's cumulative total
shareholder return with a broad market index (S & P 500 Index)
and
a published banking industry index (KBW 50 Total Return Index):
The required performance graph is
not included in this electronic
filing. The graph has been
provided to shareholders of the
Company and has been filed
separately in paper under cover of
Form SE to the Securities and
Exchange Commission.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
No person who served as a member of the Executive Committee
in its capacity as
compensation committee was, during the past fiscal year, an
officer or employee of
the Company or any of its subsidiaries, or had any relationship
requiring disclosure
in this Notice to Shareholders except for Mr. Tom Wilson, who is
a former subsidiary
bank officer. However, committee members Robert Hitt, James
Parker, and Dr. Wayne
Ramsey, Jr. did obtain loans from a subsidiary bank during the
past year. In each
case, such loans were made in the ordinary course of business, on
substantially the
same terms, including interest rates and collateral, as those
prevailing at the time
for comparable transactions with other persons and did not
involve more than the
normal risk of collectibility or present other unfavorable
features. No executive
officer of the Company served as a member of the compensation
committee (or other
board committee performing equivalent functions or, in the
absence of any such
committee, the entire Board of Directors) of another entity, one
of whose executive
officers served as a Director of the Company.
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
During the past fiscal year the Company's executive
compensation program was
administered by the Executive Committee acting in the capacity of
compensation
committee. The Company's executive compensation program consists
of base salary,
profit sharing, and incentive stock options. With the exception
of the Chief
Executive Officer, the base salaries for the executive officers
named on page 6 of
this Notice are reviewed in December of each year with
adjustments made effective
January 1. Included among the factors that the committee
considers when approving
annual base salaries are: attainment of planned goals and
objectives, scope of
responsibility (asset size of subsidiary bank and/or degree of
influence on the
Company's profitability and operations), tenure with the Company,
evaluation input
from subsidiary bank directors, and relationship of base salary
to the base salaries
of other members of the executive officer group.
The base salary for Mr. Murphy was reviewed in March 1994
with an adjustment
made
effective April 1, 1994. The increase was based on the following
factors:
- The Company's financial performance for 1993 that reflected
a 9% increase in
net income.
- Performance of Chief Executive Officer's duties that relate
primarily to
leading and managing the Company within the broad
guidelines set by the Board
of Directors.
- Successful negotiation and completion of acquisition
transaction.
- Base salary compared to Wyatt Data Services compensation
survey data for
chief executive officers of similar size organizations
within the industry.
- Subjective evaluations of Mr. Murphy's contribution to the
overall success of
the Company.
Stock options are granted under the Incentive Stock Option
Plan upon
recommendation of the Stock Option Committee of the Board of
Directors. The
Executive Committee believes that the Stock Option Plan is an
integral part of the
executive compensation program that encourages key employees to
align their long-
range interest with those of shareholders by accomplishing
longer-term corporate
goals. There were no options granted during 1994.
The line graph on page 9 compares cumulative total
shareholder return with a
performance indication of the overall stock market, the S&P 500
Stock Index, and a
nationally recognized banking industry index, the Keefe, Bruyette
and Woods, Inc.
(KBW) 50 Total Return Index, which is comprised of fifty of the
nation's top banking
companies.
Robert E. Hitt W.V. Ramsey, Jr., M.D.
James Parker H.T. Wilson
<PAGE>
PRINCIPAL SHAREHOLDERS OF FIRST FINANCIAL BANKSHARES,
INC.
At December 31, 1994, management was not aware of any person
(including any
"group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of
1934) who is the beneficial owner of more than five percent (5%)
of the Company's
common stock. However, First National Bank of Abilene, First
National Bank,
Sweetwater, and Stephenville Bank & Trust Co. held of record in
various fiduciary
capacities an aggregate of 1,004,908 shares of such stock. Of
the total shares held,
these subsidiaries of the Company had sole power to vote 486,363
shares (9.7%),
77,777 shares (1.6%), and -0- shares, respectively. In addition,
First National Bank
of Abilene, First National Bank, Sweetwater, and Stephenville
Bank & Trust Co.
shared, with other persons, the power to vote the remaining
437,591 shares, 3,052
shares, and 125 shares, respectively. All the shares held by
each subsidiary bank,
which are registered in its name as fiduciary or in the name of
its nominee, are
owned by many different accounts, each of which is governed by a
separate instrument
that sets forth the powers of the fiduciary with regard to the
securities held in
such accounts.
INTEREST IN CERTAIN TRANSACTIONS
As has been true in the past, some of the Company's officers
and directors,
members of their families, and other businesses with which they
are affiliated, are
or have been customers of one or more of the subsidiary banks of
the Company (First
National Bank of Abilene, Abilene, Texas; Hereford State Bank,
Hereford, Texas; First
National Bank, Sweetwater, Sweetwater, Texas; Eastland National
Bank, Eastland,
Texas; First National Bank in Cleburne, Cleburne, Texas;
Stephenville Bank & Trust
Co., Stephenville, Texas; Southwest Bank of San Angelo, San
Angelo, Texas). As
customers, they have had transactions in the ordinary course of
business with such
banks including borrowings, all of which were on substantially
the same terms,
including interest rates and collateral, as those prevailing at
the time for
comparable transactions with other persons and did not involve
more than a normal
risk of collectibility or present any other unfavorable features
to the subsidiary
banks involved. None of the transactions involving subsidiary
banks of the Company
and the Company's officers and directors, or other businesses
with which they may be
affiliated, have been classified or disclosed as nonaccrual, past
due, restructured
or potential problems.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the
next annual meeting,
to receive consideration, must be submitted in writing and
delivered to the Company
no later than December 1, 1995.
UNDERTAKING TO FURNISH INFORMATION
The Company will furnish a copy of its Annual Report for the
year 1994 on Form
10-K, including the financial statements and schedules thereto
required to be filed
with the Securities and Exchange Commission, without charge to
any person whose proxy
is solicited herewith upon such person's written request
therefor, which request
shall contain a good faith representation that, as of the record
date for the annual
meeting of the Company's shareholders, the person making the
request was a beneficial
owner of securities entitled to vote at such meeting and such
request shall be
addressed to Curtis R. Harvey, Executive Vice President and Chief
Financial Officer,
First Financial Bankshares, Inc., P.O. Box 701, Abilene, Texas
79604. Exhibits to
the 10-K Annual Report shall also be furnished upon the payment
of a specified
reasonable fee, which fee shall be limited to the Company's
reasonable expenses in
furnishing such exhibits.
OTHER BUSINESS
Management does not know of any other matters that are likely
to be brought
before the meeting for action. However, if any matters do
properly come before the
meeting, it is intended that the enclosed proxy will be voted in
accordance with the
judgment of the person voting the proxy.
By Order of the Board of Directors.
KENNETH T. MURPHY,
Chairman
March 31, 1995
<PAGE>
FIRST FINANCIAL BANKSHARES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1995
The undersigned hereby appoints H.T. Wilson and Robert E.
Hitt as Proxies, each
with the power to appoint his substitute, and hereby authorizes
them to represent and
to vote, as designated below, all the shares of common stock of
First Financial
Bankshares, Inc. held of record by the undersigned on March 17,
1995, at the annual
meeting of shareholders to be held on Tuesday, April 25, 1995, at
10:30 a.m. in the
Abilene Civic Center, 1100 North 6th Street, Abilene, Texas, or
any adjournments
thereof. The Proxies are authorized to vote in their discretion
upon such other
business as may properly come before the meeting.
The Board of Directors recommends a vote "FOR"
1.ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as written to the contrary below) to vote for all
nominees listed below
F.S. Dueser, P.N. Gerald, R.E. Hitt, J.B. Matthews, R.A.
McDaniel, Jr., B. Miers,
K.T. Murphy, D.G. Owen, J.M. Parker, W.V. Ramsey, Jr., M.D., O.
L. Schuch, C. Smith
and H.T. Wilson.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that
nominee's name on the space provided below.)
2. PROPOSAL TO APPROVE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
SHARES WILL BE VOTED IN ACCORDANCE WITH THE ABOVE
SPECIFICATIONS. IF NO
SPECIFICATION IS MADE ABOVE, THE PROXY WILL BE EXERCISED AND
VOTED FOR THE MATTERS
STATED ABOVE.
Receipt of the annual report, financial information, notice
of meeting and proxy
statement is hereby acknowledged. Please date your proxy and
sign, exactly as your
name or names appear below; when signing as attorney, executor,
administrator,
trustee or guardian, please give title. Each joint owner is
required to sign.
SIGNED: DATED:
1995.
Whether or not you plan to attend the meeting in person, please
date, sign and return
this proxy as promptly as possible in the enclosed envelope to
Sandy Lester, First
Financial Bankshares, Inc., P.O. Box 701, Abilene, Texas 79604.
You may withdraw
your proxy by a request in writing to either of the named proxies
at any time before
this proxy is voted.
