<PAGE>
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FORM 8-A/A
NO. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------
FIRST FINANCIAL BANKSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-0944023
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
400 PINE STREET
ABILENE, TEXAS 79601
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
AMENDMENT NO. 2 TO FORM 8-A
The undersigned registrant hereby amends its Registration Statement on Form
8-A dated March 29, 1974 for its Common Stock, $10.00 par value, as amended by
Form 8-A/A No. 1 dated January 5, 1994, as set forth on the pages attached
hereto:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
ITEM 2. EXHIBITS.
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Page 1 of 25
The Exhibit Index appears on Page 4
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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Item 1 of the Form 8-A dated March 29, 1974, as amended by Form 8-A/A No. 1
dated January 1, 1994 (as amended, the "Form 8-A") of First Financial
Bankshares, Inc., a Texas corporation which was formerly named "First
Abilene Bankshares, Inc." (the "Company"), is hereby amended in its entirety
to read as follows:
The authorized capital stock of the Company consists of 10,000,000 shares of
common stock, $10.00 par value (the "Common Stock"). As of November 1, 1995,
5,012,133 shares of Common Stock were issued and outstanding.
The holders of Company Common Stock ("Company Shareholders") are entitled to
receive such dividends as may from time to time be declared by the Company's
Board of Directors. Shareholders are entitled to one vote per share of Company
Common Stock on every issue submitted to them as Company Shareholders at a
meeting of shareholders or otherwise. In the event of liquidation, Company
Shareholders are entitled to share ratably, after satisfaction in full of the
prior rights of creditors, in all assets of the Company available for
distribution to Company Shareholders. Company Shareholders do not have
preemptive or cumulative voting rights. All shares of Company Common Stock now
issued and outstanding are fully paid and nonassessable.
The Company's Articles of Incorporation provide that, to the fullest extent
permitted by applicable law, no director shall be liable to the Company or
Company Shareholders for monetary damages for or with respect to any acts or
omissions in his or her capacity as a director, except in the case of liability
for (i) a breach of a duty of loyalty to the Company or Company Shareholders,
(ii) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law, (iii) a transaction from which a
director received an improper benefit, (iv) an act or omission for which the
liability of a director is expressly provided by statute, or (v) an act related
to an unlawful stock repurchase or payment of a dividend.
The Company's Articles of Incorporation also provide that each director,
officer, employee and agent of the Company shall be indemnified, to the fullest
extent permitted by applicable law, for all expenses incurred in connection with
any action, suit, proceeding or claim to which he or she is named a party or
otherwise by virtue of holding such position; provided, however, that no
indemnification of employees or agents (other than directors or officers) will
be made without express authorization of the Board of Directors.
Page 2 of 25
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ITEM 2. EXHIBITS.
--------
Item 2 of the Form 8-A is hereby amended in its entirety to read as follows:
1. Articles of Incorporation, and all amendments thereto.
2. Amended and Restated Bylaws, and all amendments thereto.
3. Specimen Common Stock Certificate.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
FIRST FINANCIAL BANKSHARES, INC.
By:/s/ Curtis R. Harvey
--------------------
Curtis R. Harvey
Executive Vice President and
Chief Financial Officer
Date: November 20, 1995
Page 3 of 25
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Exhibit Index
-------------
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
*1 Articles of Incorporation, and all 5
amendments thereto
**2 Amended and Restated Bylaws
**3 Specimen Common Stock Certificate
- ---------
*Filed herewith
**Previously filed
Page 4 of 25
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EXHIBIT 1
RESTATED ARTICLES OF INCORPORATION
OF
F & M OPERATING COMPANY
1. F & M OPERATING COMPANY, pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts Restated Articles of Incorporation
and all amendments thereto that are in effect to date and as further amended by
such Restated Articles of Incorporation as hereinafter set forth and which
contain no other change in any provision thereof.
2. The Articles of Incorporation of the corporation are amended by the
Restated Articles of Incorporation as follows:
a. The name of the corporation in Article I was changed. Article I
of the original Articles of Incorporation is hereby amended to
read as follows:
"The name of the corporation is First Abilene Bankshares, Inc."
b. The purposes of the corporation in Article III were changed.
Article III of the original Articles of Incorporation is hereby
amended to read as follows:
"The purposes for which the corporation is organized are: to
subscribe for, purchase, own, sell, pledge, mortgage, manage,
invest and reinvest securities, personal property, and evidences
of indebtedness of persons, partnerships, joint adventures, and
foreign or domestic corporations; to provide, sell, lease or deal
in services to, for or incidental to same; to buy, sell, lease
and deal in real property subject to Part Four of the Texas
Miscellaneous Corporation Laws Act; and in general, to carry on
such other business or businesses incidental thereto or desirable
as the
Page 5 of 25
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corporation may from time to time desire or engage in, SAVE AND
EXCEPT such business or businesses or any combination thereof as
may be prohibited by the laws of the State of Texas."
c. The number of shares authorized to be issued and the par value of
same in Article IV were changed. Article IV of the original
Articles of Incorporation is hereby amended to read as follows:
"The aggregate number of shares which the corporation shall have
authority to issue is Five Hundred Thousand (500,000) of the par
value of Ten Dollars ($10.00) each."
d. The Articles of Incorporation were amended by adding thereto a
new Article IX reading as follows:
"The right of every shareholder to cumulate his votes by giving
one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of
such candidates is prohibited."
e. The Articles of Incorporation were amended by adding thereto a
new Article X reading as follows:
"The pre-emptive rights of every shareholder to acquire unissued
or treasury shares of the corporation is denied."
f. The manner in which an exchange reclassification and cancellation
of issued shares provided for in the above amendments shall be
effected is as follows: the ten (10) shares of common stock in
the corporation of One Hundred and No/100 Dollars ($100.00) par
value per share which are authorized, issued and outstanding will
be surrendered to the corporation
Page 6 of 25
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by the shareholders in a pro rata exchange for One Hundred (100)
shares of common stock in the corporation of Ten and No/100
Dollars ($10.00) par value per share.
g. Such amendment does not effect a change in the amount of stated
capital.
3. Each such amendment made by these Restated Articles of Incorporation
has been effected in conformity with the provisions of the Texas Business
Corporation Act and such Restated Articles of Incorporation were duly adopted by
the shareholders of the corporation on the 25th day of February, 1972.
4. The number of shares outstanding was Ten (10) and the number of shares
entitled to vote on the Restated Articles of Incorporation as so amended was ten
(10), the holder of all of which have signed a written consent to the adoption
of such Restated Articles of Incorporation as so amended.
5. The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the following Restated Articles of
Incorporation which accurately copy the entire text thereof and as amended as
above set forth:
ARTICLE I
---------
The name of the corporation is First Abilene Bankshares, Inc.
ARTICLE II
----------
The period of its duration is perpetual.
ARTICLE III
-----------
The purposes for which the corporation is organized are: to subscribe for,
purchase, own, sell, pledge, mortgage, manage, invest and reinvest securities,
personal property, and evidences of indebtedness of persons, partnerships, joint
adventures, and foreign or domestic corporations; to provide, sell, lease or
deal in services to, for or incidental to same; to buy, sell, lease and
Page 7 of 25
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deal in real property subject to Part Four of the Texas Miscellaneous
Corporation Laws Act; and in general, to carry on such other business or
businesses incidental thereto or desirable as the corporation may from time to
time desire or engage in, SAVE AND EXCEPT such business or businesses or any
combination thereof as may be prohibited by the laws of the State of Texas.
ARTICLE IV
----------
The aggregate number of shares which the corporation shall have authority
to issue is Five Hundred Thousand (500,000) of the par value of Ten Dollars
($10.00) each.
ARTICLE V
---------
The corporation will not commence business until it has received, for the
issuance of its shares, consideration of the value of $1,000.00, consisting of
money, labor done, or property actually received, which sum is at least equal to
ten percent of the total capitalization of said corporation and not less than
$1,000.00.
ARTICLE VI
----------
The post office address of its initial registered office is The Farmers &
Merchants National Bank Building in Abilene, Texas, and the name of its initial
registered agent at such address is Fred G. Henry.
ARTICLE VII
-----------
The number of Directors constituting the initial Board of Directors is
three (3), and the names and addresses of the persons who are to serve as
Directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
NAME ADDRESS
---- -------
Fred G. Henry 4047 Redbud Circle, Abilene, Texas
Ed M. Perkins 4025 Richmond Street, Abilene, Texas
Joe S. Hogan 908 Grape Street, Abilene, Texas
Page 8 of 25
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ARTICLE VIII
------------
The names and addresses of the incorporators are:
NAME ADDRESS
---- -------
Fred G. Henry 4047 Redbud Circle, Abilene, Texas
Ed M. Perkins 4025 Richmond Street, Abilene, Texas
Joe S. Hogan 908 Grape Street, Abilene, Texas
ARTICLE IX
----------
The right of every shareholder to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principles
among any number of such candidates is prohibited.
ARTICLE X
---------
The pre-emptive rights of every shareholder to acquire unissued or treasury
shares of the corporation is denied.
Dated this 5th day of April, 1972.
F & M OPERATING COMPANY
By: /s/ Fred G. Henry
-----------------
President
By: /s/ W. R. Rainey
----------------
Secretary
Page 9 of 25
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THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, Delois Edwards, a Notary Public, do hereby certify that on this the 5th
day of April, 1972, personally appeared before me Fred G. Henry, who being by me
first duly sworn, declared that he is the President of F & M Operating Company,
that he signed the foregoing document as President of said corporation, and that
the statements therein contained are trust.
/s/ Delois Edwards
----------------------------------------
Notary Public, Taylor County, Texas
Page 10 of 25
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STATEMENT OF CHANGE OF REGISTERED OFFICE
AND REGISTERED AGENT
TO THE SECRETARY OF STATE
OF THE STATE OF TEXAS:
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation, organized under the laws of the State of Texas, submits
the following statement for the purpose of changing its registered office or its
registered agent, or both, in the State of Texas:
1. The name of the corporation is FIRST ABILENE BANKSHARES, INC.
2. The Post Office Address of its present registered office is The
Farmers & Merchants National Bank Building in Abilene, Texas.
3. The post office address to which its registered office is to be
changed is the First National Bank of Abilene Building, Abilene,
Texas.
4. The name of its present registered agent is Fred G. Henry.
5. The name of its successor registered agent is Kenneth T. Murphy.
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed,
will be identical.
7. Such change was authorized by resolution duly adopted by its Board of
Directors.
DATED this 5th day of April, 1972.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Fred G. Henry
-----------------
President
/s/ W. R. Rainey
----------------
Secretary
Page 11 of 25
<PAGE>
THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, EUNICE ROSSON, a Notary Public, do hereby certify that on this 5th day
of April, 1972, personally appeared before me FRED G. HENRY who being by me
first duly sworn declared that he is the President of FIRST ABILENE BANKSHARES,
INC., that he signed the foregoing document as President of the corporation and
that the statements contained therein are true.
/s/ Eunice Rosson
-----------------
Notary Public, Taylor County, Texas
Page 12 of 25
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ARTICLES OF AMENDMENT STAMP: [Filed
BY THE SHAREHOLDERS in the Office of the
TO THE Secretary of State of Texas
ARTICLES OF INCORPORATION April 15, 1975
OF FIRST ABILENE BANKSHARES, INC. James B. Chote
Deputy Director,
Corporation Division]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation which increases the number of authorized shares of
the corporation:
ARTICLE ONE. The name of the corporation is First Abilene Bankshares, Inc.
ARTICLE TWO. The following Amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on April 8, 1975:
Article Four of the Articles of Incorporation is hereby amended
so as to read as follows:
The aggregate number of shares which the corporation shall have
authority to issue is one million (1,000,000) of the par value of
Ten Dollars ($10.00) each.
ARTICLE THREE. The number of shares of the corporation outstanding at the
time of such adoption was 408,723; and the number of shares entitled to vote
thereon was 408,723.
ARTICLE FOUR. The number of shares voted for such amendment was 340,012;
and the number of shares voted against such amendment was 3,399.
Dated: April 11, 1975.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Walter F. Johnson
---------------------
Its: President
and
/s/ James F. Collins
--------------------
Its: Secretary
Page 13 of 25
<PAGE>
THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, Delois Edwards, a Notary Public, do hereby certify that on this 11th day
of April, 1975, personally appeared before me WALTER F. JOHNSON, who declared he
is President of the corporation executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing documents in the
capacity therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Delois Edwards
------------------
Notary Public in and for Taylor County, Texas
Page 14 of 25
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed with the
BY THE SHAREHOLDERS Office of the Secretary
TO THE of State of Texas on
ARTICLES OF INCORPORATION the 15th of April, 1980]
OF FIRST ABILENE BANKSHARES, INC.
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation which increases the number of authorized shares of
the corporation:
ARTICLE ONE. The name of the corporation is First Abilene Bankshares, Inc.
ARTICLE TWO. The following Amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on April 8, 1980:
Article Four of the Articles of Incorporation is hereby amended
so as to read as follows:
The aggregate number of shares which the corporation shall have
authority to issue is one million five hundred thousand
(1,500,000) of the par value of Ten Dollars ($10.00) each.
ARTICLE THREE. The number of shares of the corporation outstanding at the
time of such adoption was 735,702; and the number of shares entitled to vote
thereon was 735,702.
ARTICLE FOUR. The number of shares voted for such amendment was 582,064;
and the number of shares voted against such amendment was 1,948, and 7,777
shares abstained.
Dated: April 14, 1980.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Walter F. Johnson
---------------------
Its: President
and
/s/ James F. Collins
--------------------
Its: Secretary
Page 15 of 25
<PAGE>
THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, Delois Edwards, a Notary Public, do hereby certify that on this 14th day
of April, 1980, personally appeared before me WALTER F. JOHNSON, who declared he
is President of the corporation executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing documents in the
capacity therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Delois Edwards
------------------
Notary Public in and for Taylor County, Texas
Page 16 of 25
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed in the
BY THE SHAREHOLDERS Office of the Secretary
TO THE of State of Texas
ARTICLES OF INCORPORATION April 27, 1982]
OF FIRST ABILENE BANKSHARES, INC.
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
ARTICLE I. The name of the corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II. The following Amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on the 13th day of, 1982:
Article Four of the Articles of Incorporation is amended to read
as follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is Two Million Five Hundred Thousand
(2,500,000) of the par value of Ten Dollars ($10.00) each."
ARTICLE III. The number of shares of the Corporation outstanding at the
time of such adoption was 1,147,603; and the number of shares entitled to vote
thereon was 1,147,603.
ARTICLE IV. The number of shares voted for such amendment was 864,696; the
number of shares voted against such amendment was 2,516, and 15,260 shares
abstained.
Dated this 26th day of April, 1982.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Walter F. Johnson
---------------------
Its: President
and
/s/ James F. Collins
--------------------
Its: Secretary
Page 17 of 25
<PAGE>
THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, Bernice Clay, a Notary Public, do hereby certify that on this 26th day
of April, 1982, personally appeared before me WALTER F. JOHNSON, who declared he
is President of the corporation executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing documents in the
capacity therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Bernice Clay
----------------
Notary Public, State of Texas
Bernice Clay
------------
Printed/Typed Name of Notary
My commission expires: 8-1-84
Page 18 of 25
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed in the
TO THE Office of the Secretary
ARTICLES OF INCORPORATION of State of Texas
OF FIRST ABILENE BANKSHARES, INC. May 05, 1986
Clerk II-G
Corporation Section]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
ARTICLE I. The name of the corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II. The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the Corporation on the 22nd day of April, 1986:
Article Four of the Articles of Incorporation is amended to read
as follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is Five Million (5,000,000) of the par value
of Ten Dollars ($10.00) each."
ARTICLE III. The number of shares of the Corporation outstanding at the
time of such adoption was 2,000,000; and the number of shares entitled to vote
thereon was 2,000,000.
ARTICLE IV. The number of shares voted for such amendment was 1,644,991;
and the number of shares voted against such amendment was 6,234, and 3,526
shares abstained.
Dated this 30th day of April, 1986.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Kenneth T. Murphy
---------------------
Its: President
/s/ Michael R. Brocks
- ---------------------
Michael R. Brocks, Secretary
Page 19 of 25
<PAGE>
THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, Carol J. Jones, a Notary Public, do hereby certify that on this 30th day
of April, 1986, personally appeared before me KENNETH T. MURPHY, who declared he
is President of the corporation executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing documents in the
capacity therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Carol J. Jones
------------------
Notary Public, State of Texas
Carol J. Jones
--------------
Printed/Typed Name of Notary
My commission expires: 7-31-88
Page 20 of 25
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed in the
TO THE Office of the Secretary
ARTICLES OF INCORPORATION of State of Texas
OF FIRST ABILENE BANKSHARES, INC. May 9, 1988
Corporations Section]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
ARTICLE I. The name of the Corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II. The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the Corporation on the 26th day of April, 1988:
Article Eleven was added to the Articles of Incorporation as follows:
"To the fullest extent not prohibited by applicable laws as presently or
hereafter in effect, no person shall be liable to the Company or its
shareholders for monetary damages for or with respect to any acts or omissions
in his or her capacity as a Director of the Company, except liability for (i) a
breach of a Directors duty of loyalty to the Company or its shareholders, (ii)
an act or omission not in good faith or that involves intentional misconduct or
a knowing violation of the law, (iii) a transaction from which a Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office, (iv) an act or omission for
which the liability of a Director is expressly provided by statute, or (v) an
act related to an unlawful stock repurchase or payment of a dividend.
"Each person, his or her heirs, executors, personal representatives and
estate, shall be indemnified by the Company for all expenses incurred in
connection with any action, suit, proceeding or claim to which he or she shall
be named a party or otherwise be a participant by virtue of being or having been
or agreeing to become (i) a Director, officer, employee or agent of the Company
and/or (ii) a Director, officer, employee or agent of any corporation or
organization at the request of the Company. Such indemnity shall be provided to
the fullest extent not prohibited by applicable laws presently in effect or as
may hereafter be amended. Indemnity shall include but not be limited to the
advancement of expenses and payment of all loss liability and expenses.
Provided, however, that no person shall be indemnified for amounts paid in
settlement unless the terms and conditions of said settlement have been
consented to by the Company. Further, no indemnification of employees or agents
of the Company (other than Directors and officers) will be made without express
authorization of the Company's Board of Directors.
"The Company may, upon the affirmative vote of the majority of its Board of
Directors, purchase insurance for the purpose of securing the indemnification of
its Directors, officers and other employees to the extent that such
indemnification is allowed in this Article. Such insurance
Page 21 of 25
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may, but need not, be for the benefit of all Directors, officers or employees,
and the purchase of any such insurance shall in no way limit the indemnification
provisions of the preceding paragraph. Provided, however, that such insurance
shall not include coverage for a formal order assessing civil money penalties
against a Director or employee of the Company arising out of an administrative
proceeding or action by an appropriate bank regulatory agency.
"No repeal of or amendment to this Article Eleventh shall have any effect
with respect to the liability or alleged liability of any Director occurring
prior to such amendment or to the acts or omissions or rights to indemnity of
any person occurring prior to such repeal or amendment.
"The term "Director" in this Article Eleventh shall include Advisory
Directors, Directors Emeritus and Inside Directors serving in a post-retirement
capacity as such terms are or may hereafter be defined in the Bylaws of the
Company."
ARTICLE III. The number of shares of the corporation outstanding at the
time of such adoption was 2,156,332; and the number of shares entitled to vote
thereon was 2,156,332.
ARTICLE IV. The number of shares voted for such amendment was 1,680,5810;
the number of shares voted against such amendment was 16,491; and 13,116 shares
abstained.
Dated this 6th day of May, 1988.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Kenneth T. Murphy
---------------------
Kenneth T. Murphy, President
/s/ Sandy Lester
- ----------------
Sandy Lester, Secretary
Page 22 of 25
<PAGE>
THE STATE OF TEXAS (S)
(S)
COUNTY OF TAYLOR (S)
I, Carol J. Jones, a Notary Public, do hereby certify that on this 6th day
of May, 1988, personally appeared before me KENNETH T. MURPHY, who declared he
is President of the corporation executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing documents in the
capacity therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Carol J. Jones
------------------
Notary Public, State of Texas
Carol J. Jones
--------------
Printed/Typed Name of Notary
My commission expires: 7-31-88
Page 23 of 25
<PAGE>
ARTICLES OF AMENDMENT Stamp:[Filed in the
TO THE Office of the Secretary
ARTICLES OF INCORPORATION of State of Texas
OF FIRST ABILENE BANKSHARES, INC. Oct. 28 1993
Corporations Section]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
ARTICLE I
The name of the Corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II
The following Amendment to the Articles of Incorporation was adopted by the
shareholders of the Corporation on the 26th day of October, 1993:
Article I of the Articles of Incorporation is hereby amended to read as
follows:
"ARTICLE I
---------
The name of the Corporation is FIRST FINANCIAL BANKSHARES, INC."
The purpose of the foregoing amendment is to change the name of the
Corporation from FIRST ABILENE BANKSHARES, INC. to FIRST FINANCIAL BANKSHARES,
INC.
ARTICLE III
The number of shares of the Corporation outstanding at the time of such
adoption was 3,741,802; and the number of shares entitled to vote on the
Amendment was 3,741,802.
ARTICLE IV
The number of shares voted for such amendment was 3,359,5650; and the
number of shares voted against such amendment was 41,558; and 340,679 shares
abstained.
DATED: October 26, 1993.
FIRST ABILENE BANKSHARES, INC.
By: /s/ Curtis R. Harvey
--------------------
CURTIS R. HARVEY
Executive Vice President
and Chief Financial Officer
Page 24 of 25
<PAGE>
ARTICLES OF AMENDMENT STAMP: [FILED
TO THE ARTICLES OF INCORPORATION In the Office of the
OF Secretary of State of Texas
FIRST FINANCIAL BANKSHARES, INC. May 03, 1994
Corporations Section]
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation:
ARTICLE I
---------
The name of the Corporation is FIRST FINANCIAL BANKSHARES, INC.
ARTICLE II
----------
The following amendment to the Articles of Incorporation was adopted by the
Shareholders of the Corporation on the 26th day of April, 1994:
Article Four of the Articles of Incorporation is hereby amended to read as
follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is TEN MILLION (10,000,000) of the par value of TEN
DOLLARS ($10.00) each."
ARTICLE III
-----------
The number of shares of the Corporation outstanding at the time of such
adoption was 3,976,813; and the number of shares entitled to vote thereon was
3,971,367.
ARTICLE IV
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The number of shares voted for such Amendment was 3,206,328; the number of
shares voted against such Amendment was 14,372; and the number of shares
abstaining was 21,271.
DATED this 27th day of April, 1994.
FIRST FINANCIAL BANKSHARES, INC.
By:/s/ Curtis R. Harvey
--------------------
CURTIS R. HARVEY
Executive Vice President
and Chief Financial Officer
Page 25 of 25
