<PAGE> 1
SCHEDULE 14A/A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A/A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
</TABLE>
_________________________
CORPUS CHRISTI BANCSHARES, INC.
________________________________________________________________________________
(Name of Registrant as specified in its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
_________________________
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 transactions applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[X] Fee paid previously with preliminary materials.
________________________________________________________________________________
[ ] 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:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE> 2
CORPUS CHRISTI BANCSHARES, INC.
POST OFFICE BOX 9664
CORPUS CHRISTI, TEXAS 78469
(512) 887-3000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1996
To the Shareholders:
The 1996 Annual Meeting of the Shareholders of Corpus Christi Bancshares,
Inc. (the "Company") will be held on May 29, 1996 at 3:00 p.m. (Central
Daylight Savings Time) at Citizens State Bank of Corpus Christi, 2402 Leopard
Street, Corpus Christi, Texas, for the following purposes:
1. To elect four (4) Class B directors to serve until the 1999 Annual
Meeting of Shareholders and until their successors are elected and
qualified;
2. To consider and vote upon a proposal, which is RECOMMENDED by the
Board of Directors, to ratify the selection of KPMG Peat Marwick as
the independent auditors of the Company for the current fiscal year;
and
3. To act on such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on April 5, 1996, as
the date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting of Shareholders. The stock transfer book of the
Company will not be closed for purposes of determining shareholders of record.
Your attention is directed to the accompanying Proxy Statement. To
constitute a quorum for the conduct of business at the Annual Meeting of
Shareholders, it is necessary that at least 50% of all outstanding shares be
present in person or be represented by proxy. We hope you can attend the Annual
Meeting of Shareholders in person, but regardless of whether you attend, please
sign and return the enclosed proxy card in the enclosed stamped envelope. If
you attend the Annual Meeting of Shareholders and wish to vote, you may then
revoke your proxy and vote in person.
By Order of the Board of Directors
Jace C. Hoffman
Secretary
April 30, 1996
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING
THE EXPENSE OF ADDITIONAL PROXY SOLICITATIONS. THE GIVING OF SUCH PROXY DOES
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 3
CORPUS CHRISTI BANCSHARES, INC.
POST OFFICE BOX 9664
CORPUS CHRISTI, TEXAS 78469
PROXY STATEMENT
INTRODUCTION
This Notice of Annual Meeting of Shareholders and Proxy Statement is
furnished in connection with the solicitation of proxies by the Board of
Directors of Corpus Christi Bancshares, Inc., a Texas corporation (the
"Company"), for use at the 1996 Annual Meeting of Shareholders (the "Annual
Meeting") to be held on May 29, 1996, at the time and place and for the
purposes set forth in the Notice and at any recess or adjournments thereof.
The Company encourages the personal attendance of its shareholders at
the Annual Meeting and execution of the accompanying proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person. Any
shareholder giving a proxy has the right to revoke his or her proxy by giving
written notice of such revocation to the Secretary of the Company at the
Company's principal executive offices at any time before the proxy is exercised
by executing and delivering a later-dated proxy or attending the Annual Meeting
and voting his or her shares in person. No such notice of revocation or
later-dated proxy, however, will be effective until received by the Company at
or prior to the Annual Meeting.
Only holders of record of the Company's Common Stock at the close of
business on April 5, 1996, the record date for those entitled to notice of the
Annual Meeting, will be entitled to vote at the meeting. On such date there
were 1,600,000 shares of Common Stock issued and outstanding. Generally, all
issued and outstanding shares of Common Stock are entitled to one vote per
share on each matter properly submitted at the Annual Meeting. Shareholders
have no cumulative voting rights. This Proxy Statement and accompanying form of
proxy are being mailed on or about April 30, 1996.
VOTING OF PROXIES
The presence of the holders of at least 50% of the issued and
outstanding shares of Common Stock entitled to vote at the Annual Meeting,
either in person or represented by a properly executed proxy, is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. If
there are not sufficient shares represented in person or by proxy at the
meeting to constitute a quorum, the Annual Meeting may be recessed, postponed
or adjourned in order to permit further solicitation by the Company.
The election of directors will be determined by a plurality of the votes
cast by holders of shares of Common Stock entitled to vote thereon. The
approval of any other proposal or matter (including the ratification of the
selection of the Company's independent auditors) will require the affirmative
vote of the holders of a majority of the shares present in person or represented
by duly executed proxies at the Annual Meeting. Votes will be tabulated by
Morrow & Co., Inc., the proxy solicitor, and the results will be certified by
Chemical Mellon Shareholder Services, L.L.C., the transfer agent and registrar
for the Common Stock who will act as election inspectors and will resolve
impartially any interpretative questions as to the conduct of the vote.
With regard to the election of directors, votes may be cast in favor
or withheld; votes that are withheld will be excluded entirely from the votes
and will have no effect. Abstentions may be specified on all proposals except
the election of directors, and will be counted as present for purposes of the
item on which the abstention is noted. Abstentions will have the effect of a
negative vote on any proposal other than the election of directors. A broker
non- vote (which results when a broker holding shares for a beneficial owner
has not received timely voting instructions on certain matters from such
beneficial owner) will have the same effect as a vote against a proposal, but
will have no effect on the outcome of the election of directors. Except as set
forth above, or unless otherwise instructed, the enclosed proxy will be voted
FOR the director nominees set forth herein and FOR ratification of the
selection of the Company's independent auditors.
<PAGE> 4
The 1995 Annual Report to Shareholders (the "Annual Report") covering
the Company's fiscal year ended December 31, 1995, including audited
consolidated financial statements, accompanies this Proxy Statement. The Annual
Report does not form any part of the proxy solicitation materials. Additional
copies of the Annual Report may be obtained without charge upon written request
to Jace C. Hoffman, Secretary, Corpus Christi Bancshares, Inc., Post Office Box
9664, Corpus Christi, Texas 78469.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Company's Amended Articles of Incorporation provide that the
Board of Directors shall be divided into three classes (individually
hereinafter referred to as "Class A," "Class B," and "Class C," respectively)
as nearly equal in number as possible. The current Board of Directors consists
of four Class A directors, four Class B directors and four Class C directors.
The term of office of the Class B directors expires at the 1996 Annual Meeting,
while the terms of the Class C and Class A directors will expire at the 1997
and 1998 Annual Meeting of Shareholders, respectively. Any vacancy occurring
in the Board of Directors may be filled by the affirmative vote of a majority
of the remaining directors even though less than a quorum. A director elected
to fill a vacancy serves until the next Annual Meeting of Shareholders.
Proxies cannot be voted for a greater number of persons than the four
Class B director nominees.
It is the intention of the persons named in the accompanying proxy,
unless otherwise instructed, to vote "FOR" the election of all the Class B
director nominees set forth below. If any nominee should become unavailable to
serve, the proxy may be voted for the election of a substitute nominee
designated by the Board of Directors. The Board of Directors recommends the
Class B nominees for election and has no reason to believe any of the nominees
will be unable to serve if elected.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The following information, including the principal occupation during
the past five years, is given in respect of the nominees for election to the
Board of Directors at the Annual Meeting and for the Class C and Class A
directors who will continue to serve until the 1997 and 1998 Annual Meeting of
Shareholders, respectively.
2
<PAGE> 5
CLASS B NOMINEES
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED
AS OF MARCH 1, 1996
NAME, AGE AND ---------------------
POSITION WITH PRINCIPAL OCCUPATION FOR LAST FIVE DIRECTOR SHARES PERCENT
THE COMPANY YEARS, OTHER DIRECTORSHIPS SINCE OWNED (1) OF CLASS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marvin L. Berry, President and Chairman of the Board of Berry 1966 38,562 (2) 2.40
age 72, Director Contracting, Inc.; President of Lone Star
Equipment, Inc. and Harbor Refining, Inc.
Joe R. DeLeon, Jr., President of Professional Pharmacy, Inc. and 1972 9,746 (3) .61
age 67, Director Clinic Pharmacy (Retail Pharmacies);
President of KORO TV Station.
Stephen R. Karp, President of Periodical Services, Inc. 1987 24,706 (4) 1.53
age 54, Director
Roscoe M. Smith, Executive Vice President of Citizens State 1965 32,286 (5) 2.01
age 72, Director Bank until his retirement from the Bank in
September 1988; Secretary of the Company
from December 1984 until April 1991.
</TABLE>
________________
(Table continues on following page)
(1) The number of shares stated as being beneficially owned includes shares
held beneficially by spouses, children and affiliated corporations of the
nominees and directors. The inclusion herein of any such shares, however,
does not constitute an admission by a nominee or director that he is the
direct or indirect beneficial owner of such shares. Unless otherwise
indicated, all nominees and directors are record owners of their shares.
If a person has the right to acquire beneficial ownership of any shares by
exercise of options within 60 days of the date of this Proxy Statement,
such shares are deemed beneficially owned by such person and are deemed to
be outstanding solely for the purpose of determining the percentage of the
Company's Common Stock that he owns. Such shares are not included in the
computations for any other purpose.
(2) Includes options to purchase 6,286 shares, plus 17,172 shares owned by a
corporation of which Mr. Berry is an officer, director and principal
shareholder, plus 2,856 shares owned by Mr. Berry's wife.
(3) Includes options to purchase 4,286 shares, plus 336 shares owned by Mr.
DeLeon's children, plus 372 shares over which Mr. DeLeon shares voting
control as one of four independent administrators of the V. DeLeon estate,
plus 752 shares over which Mr. DeLeon shares voting control as one of four
beneficiaries of the J. DeLeon Trust.
(4) Includes options to purchase 10,686 shares.
(5) Includes options to purchase 4,286 shares, plus 1,232 shares owned by Mr.
Smith's wife.
3
<PAGE> 6
CLASS C DIRECTORS
(Serving Until the 1997 Annual Meeting)
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED
AS OF MARCH 1, 1996
NAME, AGE AND -----------------------
POSITION WITH PRINCIPAL OCCUPATION FOR LAST FIVE YEARS, DIRECTOR SHARES PERCENT
THE COMPANY OTHER DIRECTORSHIPS SINCE OWNED (1) OF CLASS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. B. Clark, Owner of Mid-Coastal Farms and Oil and Gas 1984 8,746 (6) .55
age 70, Director Investments.
R. Jay Phillips, Director of the Company and Citizens State 1989 34,528 (7) 2.13
age 47, Director, Bank since February 1989; President and
President and Chief Chief Executive Officer of the Company
Executive Officer since April 1992; Chief Executive Officer
of Citizens State Bank from February 1989
to February 1990; President and Chief
Executive Officer of Citizens State Bank
since February 1990; Director, President
and Chief Executive Officer of C.S.B.C.C.,
Inc. since December 1992.
L. L. Woodman, Jr., President of Vestland Investments, Inc.; 1972 32,602 (8) 2.02
age 57, Director Director of Norwest Bank Texas-Alice,
Texas; Director of C.S.B.C.C., Inc. since
December 1992.
John T. Wright, Jr., Chairman of the Board of Citizens State 1947 36,450 (9) 2.27
age 75, Director Bank until February 1989; Chairman of the
Board and Chief Executive Officer of the
Company from December 1984 to April 1987;
Chairman of the Board of the Company from
April 1987 to April 1992.
</TABLE>
(Table continues on following page)
______________
(6) Includes options to purchase 4,286 shares.
(7) Includes options to purchase 24,828 shares.
(8) Includes options to purchase 10,686 shares.
(9) Includes options to purchase 4,286 shares, plus 5,764 shares owned by Mr.
Wright's wife.
4
<PAGE> 7
CLASS A DIRECTORS
(SERVING UNTIL THE 1998 ANNUAL MEETING)
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED
AS OF MARCH 1, 1996
NAME, AGE AND ------------------------
POSITION WITH PRINCIPAL OCCUPATION FOR LAST FIVE YEARS, DIRECTOR SHARES PERCENT
THE COMPANY OTHER DIRECTORSHIPS SINCE OWNED (1) OF CLASS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John C. Brooke, Shareholder of Kleberg & Head, a 1980 34,191 (10) 2.13
age 60, Director Professional Corporation (Attorneys);
Director of Norwest Bank Texas-Alice,
Texas.
Roy M. Grassedonio, Investments. 1974 11,874 (11) .74
age 55, Director
Jack Powers, Ranching. 1983 30,950 (12) 1.93
age 56, Director
John T. Wright, III, President of the Company from December 1983 36,851 (13) 2.27
age 56, Director, 1984 to April 1987; President and Chief
Chairman of the Executive Officer of the Company from
Board April 1987 to April 1992; Vice Chairman of
the Board of the Company from April 1992
to April 1993; Chairman of the Board of
the Company since April 1993; President of
Citizens State Bank from September 1984 to
February 1989; Chairman of the Board of
Citizens State Bank since February 1989.
</TABLE>
John T. Wright, III, is the son of John T. Wright, Jr.
________________
(10) Includes options to purchase 5,343 shares.
(11) Includes options to purchase 6,286 shares, plus 5,588 shares owned by
a limited partnership of which Mr. Grassedonio is a principal
partner.
(12) Includes options to purchase 6,286 shares.
(13) Includes options to purchase 23,543 shares, plus 56 shares owned by
Mr. Wright's children.
ADVISORY DIRECTORS
In addition to those directors listed above, the Company has advisory
directors appointed in accordance with Section 3.14 of the Company's Amended
Bylaws. These advisory directors consist of Jon C. Spradley, John Sloan and
Grace Dobson. Advisory directors have the right to attend all meetings of the
Board of Directors but have no right to vote on any matter before the Board of
Directors.
5
<PAGE> 8
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
BENEFICIALLY OWNED
AS OF MARCH 1, 1996
NAME, AGE AND -----------------------
POSITION WITH PRINCIPAL OCCUPATION FOR LAST FIVE SHARES PERCENT
THE COMPANY YEARS, OTHER DIRECTORSHIPS OWNED OF CLASS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John T. Wright, III (See information provided as director)
R. Jay Phillips (See information provided as director)
Jace C. Hoffman, Secretary of the Company since July 1995; -- --
age 53, Secretary Director, Secretary and Treasurer of
C.S.B.C.C., Inc. since July 1995; Executive
Vice President and Chief Lending Officer of
Citizens State Bank since July 1995; President
of Corpus Christi Region of Mercantile Bank,
N.A., Corpus Christi, Texas from October 1992
to April 1995; President and Chief Executive
Officer of First City Bank, Corpus Christi,
Texas from 1990 to October 1992; President of
First City Bank, Corpus Christi, Texas from
1981 to 1990.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has a Nominating and Audit
Committee. The Company does not have a Compensation Committee.
NOMINATING COMMITTEE. The Nominating Committee, which is composed of
the entire Board of Directors, is responsible for proposing a slate of
directors for election by the shareholders at each Annual Meeting of
Shareholders and proposing candidates to fill any vacancies on the Board of
Directors. The Nominating Committee met once during 1995.
The Nominating Committee will consider candidates for the 1997 Board
memberships that are proposed by shareholders who have complied with the
following procedures. In the event a shareholder entitled to vote for the
election of directors wishes to propose a candidate for consideration by the
Nominating Committee as a possible nominee for management's proposed slate of
directors, or such shareholder wishes to make a director nomination at an Annual
Meeting of Shareholders, then timely written notice of such shareholder's
interest to make such nomination(s) must be given either by personal delivery or
by United States mail to Jace C. Hoffman, Secretary, Corpus Christi Bancshares,
Inc., Post Office Box 9664, Corpus Christi, Texas 78469, no later than April 14,
1997.
6
<PAGE> 9
Each such notice must set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director, (i) the name and
address of the person or persons, (ii) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder or that otherwise relates to such
nomination or nominations, (iii) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board of Directors, and (iv) the consent of each nominee to serve as a director
of the Company if so elected; and (b) as to the shareholder giving the notice
and the shareholder who intends to make the nomination, (i) the name and
address of the shareholder, (ii) a representation that the shareholder is the
holder of record of the Common Stock of the Company entitled to vote at such
Annual Meeting and intends to appear in person or by proxy at such Annual
Meeting to nominate the person or persons specified in the notice, and (iii)
the class and number of shares of Common Stock of the Company which are
beneficially owned by the shareholder. The Chairman of the Annual Meeting of
Shareholders may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures. The Secretary of the Company did not
receive timely notice from any shareholder of any nominations of directors for
election at the 1996 Annual Meeting.
AUDIT COMMITTEE. The Audit Committee is responsible for (a)
reviewing the scope and results of audits performed by each of the Company's
independent auditors and internal auditor, (b) reviewing internal accounting
controls and the scope of services performed by independent auditors, (c)
monitoring the costs of all accounting and financial services, and (d)
recommending, engaging and discharging the Company's independent auditors. The
Audit Committee consists of Messrs. Clark, DeLeon, Jr., Grassedonio, Karp and
Wright, Jr. The Audit Committee met seven times during 1995. Mr. Phillips
serves as an ex officio member of the Audit Committee.
During 1995, the Board of Directors held twelve regular meetings and
three special meetings. All directors attended seventy-five percent (75%) or
more of the meetings of the Board of Directors and the Committees of the Board
on which they served.
CITIZENS STATE BANK'S BOARD OF DIRECTORS
The Board of Directors of the Company's subsidiary bank, Citizens
State Bank of Corpus Christi ("Citizens State Bank" or the "Bank"), consists of
Marvin L. Berry, John C. Brooke, J.B. Clark, Joe R. DeLeon, Jr., Roy M.
Grassedonio, Stephen R. Karp, R. Jay Phillips, Jack Powers, Roscoe M. Smith,
Jon C. Spradley, L.L. Woodman, Jr., John T. Wright, Jr. and John T. Wright,
III. The Bank's Board of Directors has an Audit and Salary Committee.
AUDIT COMMITTEE. The Audit Committee is responsible for (a)
reviewing the scope and results of audits performed by each of the Bank's
independent auditors and internal auditor, (b) reviewing internal accounting
controls and the scope of services performed by independent auditors, (c)
monitoring the costs of all accounting and financial services, and (d)
recommending, engaging and discharging the Bank's independent auditors. The
Audit Committee met seven times during 1995 and is composed of Messrs. Clark,
DeLeon, Jr., Grassedonio, Karp and Wright, Jr. Mr. Phillips serves as a ex
officio member of the Audit Committee.
SALARY COMMITTEE. The Salary Committee reviews all existing salaries
of the Bank and, where merited, recommends appropriate changes in such
salaries. The Salary Committee, which met one time during 1995, is composed of
Messrs. Berry, Clark, Phillips, Spradley, and Wright, III.
7
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate compensation paid by the
Company and the Bank during the Company's last three fiscal years to its Chief
Executive Officer and each of the next most highly paid executive officers
whose cash compensation exceeded $100,000 during the fiscal years ended
December 31, 1993, December 31, 1994 and December 31, 1995 (the "Named
Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
NAME AND PRINCIPAL ------------------------------------- COMPENSATION ALL OTHER
POSITION YEAR SALARY (1) BONUS STOCK OPTIONS COMPENSATION (2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John T. Wright, III 1995 $127,079 $ 2,733 23,543 $3,782
Director, Chairman 1994 123,749 4,400 23,543 3,709
of the Board 1993 122,900 6,881 23,543 3,287
R. Jay Phillips 1995 $148,461 $3,087 24,828 $4,444
Director, President 1994 140,657 4,971 24,828 4,204
and Chief Executive 1993 136,493 7,553 24,828 3,659
Officer
</TABLE>
______________
(1) Includes salary and directors' fees.
(2) The amounts reported in this column consists of the Bank's matching
contribution under the Bank's 401(k) Profit Sharing Plan.
OPTION GRANTS DURING 1995
No options or stock appreciation rights were granted during 1995
under the Company's Nonqualified Stock Option Plan.
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Total Number of Total Value of Unexercised
Unexercised Options In-the-Money Options Held
Number of Value at Fiscal Year-End at Fiscal Year-End (1)
Shares Acquired ----------------------------- ------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John T. Wright, III 0 0 23,543 0 $161,976 0
R. Jay Phillips 0 0 24,828 0 $170,817 0
</TABLE>
______________
(1) Market value of underlying securities at year-end, minus the exercise or
base price.
8
<PAGE> 11
COMPENSATION OF DIRECTORS
During 1995, each director received a $300 fee for each Board of
Directors meeting attended and a $200 fee for each committee meeting attended.
Those directors comprising the Board of Directors of C.S.B.C.C., Inc. received
a $300 fee for each C.S.B.C.C., Inc. Board of Directors meeting attended and a
$500 fee for attending C.S.B.C.C., Inc.'s annual meeting. Those directors
comprising the Board of Directors of the Bank received a $300 fee for each
Board of Directors meeting attended and a $200 fee for each committee meeting
attended. Directors of the Company who are also directors of the Bank do not
receive a fee for Board of Director meetings of the Company attended in
conjunction with Board of Directors meetings of the Bank. They do, however,
receive a fee for attending the Bank's Board of Directors meeting. Only
non-officer directors receive a fee for attending committee meetings.
CHANGE-IN-CONTROL AGREEMENTS
In March and April of 1996, the Company entered into agreements (a
"Change-in-Control Agreement") with certain of its officers, including the
Named Executive Officers, which agreements provide for certain payments upon
the termination of the employment of such persons with the Company following a
Change in Control (as defined in such agreements). Each of the
Change-in-Control Agreements covers termination within one year after the date
of a Change in Control and requires the Company to pay to such officer, if
prior to such expiration his or her employment is terminated by the Company
(other than upon such officer's death or permanent disability or for cause (as
"cause" is defined in the Change- in-Control Agreements)) or by such officer
upon the occurrence of certain constructive termination events, a lump sum
amount equal to a multiple of such officer's annual salary. In addition, if
any payments to be made under the Change- in-Control Agreement to such officer
are determined to be "excess parachute payments" under Section 280G of the
Internal Revenue Code of 1986, as amended, then the payments and benefits to be
paid or provided under the Change-in-Control Agreements will be reduced to the
minimum extent necessary so that no portion thereof constitutes an "excess
parachute payment." The specified multiple referred to above is 100% in the
case of the Named Executive Officers and 50% in the case of such other
officers.
9
<PAGE> 12
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of March 1, 1996
regarding the share ownership of (i) those persons or entities known by
management to beneficially own more than 5% of the Company's Common Stock, its
only class of outstanding securities, and (ii) the amount of Company Common
Stock beneficially owned by all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
--------------------------------------- ------------------------- -------------------------
<S> <C> <C>
M.E. Allison and Co., Inc. 93,492(1) 5.84%
112 East Pecan, Suite 1200
San Antonio, Texas 78205
National Bancshares Corporation of 83,200 5.20%
Texas (2)
104 East Mann Road
Laredo, Texas 78042
All directors, advisory directors, and 351,248 20.40%
executive officers as a group
(16 persons) (3)
</TABLE>
______________
(1) Based upon information supplied by M.E. Allison and Co., Inc.; however,
the most recent Schedule 13G filed by M.E. Allison and Co., Inc. with the
Securities and Exchange Commission on February 15, 1995 reflects
beneficial ownership of 112,492 shares of the Company's Common Stock
constituting 7.03 percent of the class.
(2) On January 26, 1996, National Bancshares Corporation of Texas ("NBT")
made application to the Federal Reserve Bank of Dallas ("FRB") to acquire
up to 20 percent of the Company's Common Stock, with a resulting
ownership of 24.9 percent of the Company's Common Stock. By letter dated
April 24, 1996, NBT advised the FRB that, on April 19, 1996, NBT sold
3,300 shares of the Company's Common Stock and now owns 79,900 shares
constituting 4.99 percent of the class. By order of the Board of Governors
of the FRB dated April 29, 1996, NBT received approval (subject to certain
conditions intended to assure that NBT will not "exercise a controlling
influence" over the Company) to acquire up to 24.9 percent of the
Company's Common Stock. NBT is required to consummate its purchase of the
Company's Common Stock not less than 15 days nor more than three months
after April 29, 1996 (unless extended by the FRB for good cause).
(3) Includes options to purchase 121,660 shares.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Mr. Stephen Karp, a director of the Company, inadvertently failed to
timely file one Statement of Changes of Beneficial Ownership (Form 4) for one
transaction occurring in April 1995.
CERTAIN TRANSACTIONS
Some of the directors and officers of the Company presently are, as in the
past, customers of the Bank and have had and expect to have loan transactions
with the Bank in the ordinary course of business. In addition, some of the
directors and officers of the Company presently are, as in the past, also
directors and/or officers of corporations which are customers of the Bank and
which expect to have loan transactions with the Bank in the ordinary course of
business. The Company's Board of Directors believes that all such transactions
have been made on the same terms as those prevailing for comparable transactions
with others and have not involved more than the normal risk of collectibility at
the inception of the loan or other favorable features.
10
<PAGE> 13
INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
The Board of Directors of the Company, based upon the recommendation
of the Company's Audit Committee, has selected KPMG Peat Marwick as independent
auditors to audit the books, records and accounts of the Company for the
current fiscal year, and such selection will be submitted to the shareholders
for ratification at the Annual Meeting. KPMG Peat Marwick has served as
auditors of the Company since 1983, and is therefore familiar with the affairs
and financial procedures of the Company. Should the shareholders not ratify
KPMG Peat Marwick as independent auditors, then the Board of Directors, after
giving due consideration to the shareholder vote, shall determine whether to
retain KPMG Peat Marwick as auditors of the Company, or select another
independent accounting firm which the Board deems will serve in the best
interest of the Company.
The Company has been advised that a representative of KPMG Peat
Marwick will be present at the Annual Meeting and will be available to respond
to appropriate questions. Such representative will be afforded the opportunity
to make a statement at the meeting, if he or she desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY
THE SELECTION OF KPMG PEAT MARWICK AS THE COMPANY'S INDEPENDENT AUDITORS, AND
PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY
OTHERWISE.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy
materials for the 1997 Annual Meeting of Shareholders, a shareholder proposal
to take action at such meeting must be received at the Company's principal
executive offices, 2402 Leopard Street, Corpus Christi, Texas 78408, no later
than December 31, 1996. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended.
In order for a shareholder to bring new business before an Annual
Meeting of Shareholders (which is not otherwise included in the Company's proxy
materials), certain conditions set forth in Section 2.15 of the Amended Bylaws
must be complied with, including, but not limited to, the delivery of a notice
to the Secretary of the Company not less than 45 days prior to the month and
day in the current year that corresponds to the month and day in the previous
year on which the Annual Meeting of Shareholders was held, if not a holiday,
and if a holiday, then prior to the day next following which is not a holiday.
The requirements as to the content of such notice are set forth in Section 2.15
of the Amended Bylaws. The Secretary of the Company did not receive timely
notice from any shareholder of any new business to be brought before the Annual
Meeting.
SOLICITATION OF PROXIES
The solicitation of proxies will be made by mail, telephone or
personal contact by directors or regular employees of the Company or the Bank
without remuneration. Proxies also will be solicited by Morrow & Co., Inc. at
a fixed price of $5,500 plus out-of-pocket expenses. The cost of preparing,
assembling, printing and mailing the proxy material will be borne by the
Company and will include reimbursement paid to Morrow & Co., Inc., brokerage
firms and other custodians, nominees and fiduciaries for their reasonable
expenses incurred in forwarding proxy material to principals and obtaining
their proxies for the Annual Meeting.
11
<PAGE> 14
OTHER BUSINESS
Management of the Company does not know of any other matters that are
likely to be brought before the Annual Meeting for action. However, if any
matters do properly come before the meeting for action, it is intended that the
accompanying proxy will be voted in accordance with the judgment of the
person(s) voting the proxy.
AVAILABILITY OF FORM 10-KSB
The Company will furnish without charge to each person whose proxy is
being solicited, upon the written request of any such person, a copy of the
Annual Report of the Company on Form 10-KSB for the fiscal year ended December
31, 1995 as filed with the Securities and Exchange Commission, including the
financial statements and schedules thereto. Requests for copies of such report
should be directed to: Jace Hoffman, Secretary, Corpus Christi Bancshares,
Inc., Post Office Box 9664, Corpus Christi, Texas 78469.
April 30, 1996
JACE C. HOFFMAN
SECRETARY
12
<PAGE> 15
CORPUS CHRISTI BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
P R O X Y
The undersigned, hereby revoking all prior proxies, hereby appoints
JOHN T. WRIGHT, III, R. JAY PHILLIPS and JACE C. HOFFMAN, jointly and
severally, with full power to act alone, as my true and lawful
attorneys-in-fact, agents and proxies, with full and several power of
substitution to each, to vote all the shares of Common Stock of CORPUS CHRISTI
BANCSHARES, INC. (the "Company") which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders of CORPUS
CHRISTI BANCSHARES, INC. to be held on May 29, 1996 and at adjournments
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, BUT WHERE
NO DIRECTION IS GIVEN, IT WILL BE VOTED "FOR" SAID NOMINEES, "FOR" SAID
AUDITORS AND IN THE DISCRETION OF THE ABOVE-NAMED PERSONS ACTING AS PROXIES ON
SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
[ ] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark
this box, sign, date and return this proxy. (NO ADDITIONAL VOTE IS
NECESSARY.)
The undersigned(s) acknowledges receipt of the Notice of 1996 Annual Meeting
of Shareholders and the Proxy Statement accompanying the same, each dated
April 30, 1996, and the Company's 1995 Annual Report to Shareholders.
<PAGE> 16
The Board of Directors recommends a vote FOR Items 1 and 2 as
described in the accompanying Proxy Statement.
1. ELECTION OF CLASS B FOR all nominees WITHHOLD
DIRECTORS for the term set listed below AUTHORITY
forth in the accompanying (except as to vote for
Proxy Statement marked to the all nominees
contrary below) listed below
[ ] [ ]
Marvin L. Berry, Joe R. DeLeon, Jr.,
Stephen R. Karp and Roscoe M. Smith
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided
below.
- --------------------------------------------------------------------------------
2. Selection of KPMG Peat Marwick FOR AGAINST ABSTAIN
as independent auditors. [ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote
upon such business as may properly come before the
meeting.
Please date this proxy and sign your name exactly as it appears hereon.
If there is more than one owner, each should sign. When signing as an
agent, attorney, administrator, executor, guardian or trustee, please
indicate your title as such. If executed by a corporation, this proxy
should be signed in the corporate name by a duly authorized officer who
should so indicate his title.
Please mark, sign, date and return the proxy promptly using the
enclosed envelope.
Signature: Date:
--------------------------- ----------------------------------
Signature: Date:
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Title:
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