Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): Commission File Number
May 27, 1997 0-7674
FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
_________Texas___________ _________75-0944023_____
(State of Incorporation) (I.R.S. Employer
Identification No.)
400 Pine Street, Abilene, Texas 79601
(Address of Executive Offices and Zip Code)
Registrant's Telephone Number (915) 627-7155
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ITEM 5. Other Events.
On May 27, 1997, Southwest Bank of San Angelo ("Southwest Bank"), a
subsidiary bank of First Financial Bankshares, Inc. ("First Financial") entered
into a Purchase and Assumption Agreement (the "Agreement") with Texas Commerce
Bank-San Angelo, National Association ("TCB-San Angelo"), pursuant to which
Southwest Bank shall purchase certain assets and assume certain liabilities
(including deposit liabilities) of the banking business of TCB-San Angelo in the
City of San Angelo, Texas. Acquisition of the assets, and assumption of the
liabilities, of TCB-San Angelo by Southwest Bank had previously been approved by
the Boards of Directors of First Financial and its wholly-owned subsidiary,
First Financial Bankshares of Delaware, Inc. ("FFB Delaware"), which owns all of
the issued and outstanding capital stock of Southwest Bank.
The assets to be acquired by Southwest Bank pursuant to the Agreement
include (1) three (3) banking facilities (land and buildings) located at in the
City of San Angelo, Texas, together with all their furniture, furnishings,
equipment and fixtures,(2) all loans of TCB-San Angelo, other than certain loans
which are specifically excluded, and (3) the stock of all subsidiaries of
TCB-San Angelo. Southwest Bank will also acquire and assume the trust business
of TCB-San Angelo by acquiring all of the issued and outstanding capital stock
of Texas Commerce Trust Company-San Angelo, National Association ("Trust
Company"), a subsidiary trust company to be formed by TCB-San Angelo to which
all of the trust business and assets of TCB-San Angelo shall be transferred in
accordance with applicable federal and Texas banking laws. In addition to
deposit liabilities of TCB-San Angelo, Southwest Bank will assume certain other
liabilities, including safekeeping and safe deposit liabilities, and certain
other contracts, leases and other agreements (collectively, with the deposit
liabilities, the "Assumed Liabilities").
TCB-San Angelo is a national banking association which is a
wholly owned subsidiary of Texas Commerce Equities Holding, Inc., a Delaware
corporation, which is a wholly-owned subsidiary of Chase Manhattan Corporation,
also a Delaware corporation. The principal banking office of TCB-San Angelo is
located at 301 West Beauregard in the City of San Angelo, Texas, and TCB-San
Angelo has branch office facilities at 222 South Koenighein and 3399
Knickerbocker Road in the City of San Angelo. As of March 31, 1996, TCB-San
Angelo had deposit liabilities of $156.8 million, total liabilities of $159.8
million, loans in the amount of $73.6 million and total assets of $184.2
million. The purchase price for the banking and trust business of TCB-San Angelo
shall be equal to the sum of (1) an amount (which may be negative) equal to the
aggregate Book Value of the Acquired Assets minus the aggregate Book Value of
the Assumed Liabilities, both to be determined as of the Closing Date, plus (2)
a premium of $16,800,000. Although Southwest Bank is not receiving any cash,
cash equivalents or investment assets of TCB-San Angelo, TCB-San Angelo shall be
required to pay to Southwest Bank, in cash, at closing, the amount by which the
book value of the Assumed Liabilities exceeds the sum of the Book Value of the
Assets Acquired and the premium to be paid by Southwest Bank. Had the closing of
the purchase and assumption occurred on March 31, 1996, TCB-San Angelo would
have transferred to Southwest Bank funds totalling approximately $91 million, in
addition to the loans, banking premises and facilities and other Acquired
Assets.
Southwest Bank is a Texas banking association located in the City of
San Angelo, Texas, having its banking offices at 3471 Knickerbocker Road in the
City of San Angelo, Texas.
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As of March 31, 1996, Southwest Bank had total assets of $96.8 million and
deposits of $88.5 million. Southwest Bank was acquired by First Financial in
1994. The City of San Angelo is located in Tom Green County, Texas, which is
approximately 90 miles Southwest of the City of Abilene, Texas, where the
principal offices of First Financial are located. The City of Abilene is
approximately 150 miles west-southwest of the Dallas-Fort Worth Metropolitan
area.
Contemporaneously with entering into the Purchase and Assumption
Agreement with TCB-San Angelo, Southwest Bank has made application to the Office
of the Comptroller of the Currency ("OCC") to convert Southwest Bank from a
Texas state banking association to a national banking association under the
charter of San Angelo National Bank. Conversion of Southwest Bank to San Angelo
National Bank is subject to approval by the OCC. Consummation of the purchase
and assumption transaction is conditioned upon approval of the conversion of
Southwest Bank to San Angelo National Bank, approval of the purchase and
assumption transaction by the OCC, and other bank regulatory authorities, and
other conditions precedent contained in the Agreement. If both the
state-bank-to-national-bank conversion and the purchase and assumption
transaction are approved by bank regulatory authorities, it is anticipated that
the closing of the purchase and assumption transaction (other than acquisition
of the trust business) shall occur during the third quarter of 1997, and that
the closing of the acquisition by Southwest Bank of the trust business of
TCB-San Angelo will occur during the fourth quarter of this year.
ITEM 7. Financial Statements and Exhibits.
The event described in this Report has been described under Item 5 of
the General Instructions to Form 8-K because it is a proposed acquisition,
rather than a completed acquisition. Accordingly, no financial statements or
proforma financial information is being provided with this Current Report.
However, the proposed acquisition does not involve a significant amount of the
assets of First Financial and its subsidiaries, as defined in Item 2(b)4.
of the General Instructions.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST FINANCIAL BANKSHARES, INC.
(Registrant)
By: __________________________________
DATE: June 10, 1997 CURTIS R. HARVEY
Executive Vice President and
Chief Financial Officer
[RW 155:59]
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