FIRST FINANCIAL BANKSHARES INC
8-K, 1997-10-08
STATE COMMERCIAL BANKS
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                       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

Date of Report (Date of Earliest Event Reported):    Commission File Number
         September 26, 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


<PAGE>


ITEM 5.  Other Events.

         Following the close of business on Thursday,  September 25, 1997, a new
Board of Directors was elected and thereafter  did organize San Angelo  National
Bank  ("SANB")  pursuant  to  authority  of the  Office  of the  Comptroller  of
Currency. SANB opened for business on Friday,  September 26, 1997, as a national
association  succeeding  Southwest Bank of San Angelo ("Southwest Bank") through
conversion  of its state  charter.  SANB,  as its  predecessor  Southwest  Bank,
continues as a subsidiary bank held by First Financial Bankshares,  Inc. ("First
Financial") through its wholly owned subsidiary,  First Financial  Bankshares of
Delaware, Inc.

         As previously  reported,  on May 27, 1997, SANB predecessor,  Southwest
Bank,  entered into a Purchase and Assumption  Agreement (the  "Agreement") with
Texas  Commerce  Bank-San  Angelo,   National  Association  ("TCB-San  Angelo").
Effective  as of the close of business on  Thursday,  September  25,  1977,  the
assets acquired by SANB pursuant to the Agreement  include (i) three (3) banking
facilities (land and buildings) located in the City of San Angelo, together with
all furnishings,  equipment and fixtures,  and (ii) all loans of TCB-San Angelo,
other than certain loans which were specifically excluded under the Agreement.

         SANB will also acquire San Angelo Trust Company,  National  Association
("Trust  Company"),  a subsidiary  national  association trust company formed by
TCB-San  Angelo into which  certain of the trust  business and assets of TCB-San
Angelo will hereafter be transferred in accordance with  applicable  federal and
Texas banking and fiduciary  substitution laws. Prior to effective  substitution
of the Trust  Company as Trustee of the  fiduciary  accounts to be  transferred,
TCB-San  Angelo  will  continue to operate  its trust  department  pursuant to a
shared premises arrangement with SANB at its main banking location.

         In addition to the assets acquired and to be acquired by SANB, SANB has
assumed  deposit  liabilities  and certain other  liabilities of TCB-San Angelo,
including safekeeping and safe deposit liabilities, and certain other contracts,
leases and commitments.

         The  conversion  of  Southwest  Bank  into a newly  organized  national
banking  association  under the name "San Angelo  National Bank" restores to San
Angelo and West Texas a  distinguished  name in banking.  The principal  banking
office of SANB will be located at 301 West Beauregard in the City of San Angelo,
Texas. In addition SANB will continue  customer  services at locations  formerly
operated by Southwest Bank in the City of San Angelo.

         Total assets for SANB,  including  $18,000,000  attributed to goodwill,
approximate  $273,000,000 with deposits of $235,000,000 and shareholders' equity
of  $38,000,000.  Consummation  of  the  transaction  combining  the  assets  of
Southwest Bank and TCB-San Angelo into the newly  chartered San Angelo  National
Bank brings total  assets for First  Financial  to more than $1.4  billion.  The
funding of the Trust Company and its subsequent  sale under the Agreement to San
Angelo National Bank is anticipated at the end of the fourth quarter of 1997.


<PAGE>


ITEM 7.  Financial Statements and Exhibits

         The acquisition  described under Item 5 of this report 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.  Accordingly  no financial
statements  or pro  forma  financial  information  is being  provided  with this
current report.



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            FIRST FINANCIAL BANKSHARES, INC.
                                            (Registrant)



DATE: September 26, 1997                    By:  _______________________________
                                                       CURTIS R. HARVEY
                                                  Executive Vice President and
                                                  Chief Financial Officer
<PAGE>


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