TEJAS BANCSHARES, INC.
Notice of Annual Meeting of Shareholders
To the Common Shareholders:
Notice is hereby given that a meeting of the holders of Common Stock of
Tejas Bancshares, Inc. (the "Company"), will be held at the Texas Tech
University School of Pharmacy, 1300 Coulter, Amarillo, Texas, on April 6, 1999,
at 4:00 p.m. local time for the following purposes:
(1) To elect directors of the Company to hold office until the next Annual
Meeting and until their successors are duly elected and qualified.
(2) To transact any other business which may properly come before the
meeting or any adjournment thereof.
Holders of record of the Company's Common Stock at the close of business on
March 10, 1999, are entitled to notice of and to vote at the Annual Meeting.
By order of the Board of Directors,
DONALD E. POWELL
President and Chief Executive officer
Dated: March 19, 1999
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE URGED TO SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED.
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Proxy Statement
TEJAS BANCSHARES, INC.
905 South Fillmore, Suite 701
Amarillo, Texas 79101
Annual Meeting of Shareholders -- April 6, 1999
INTRODUCTION
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Tejas Bancshares, Inc. (the "Company"), of proxies to be
voted at the 1999 Annual Meeting of Shareholders of the Company (the "Meeting")
on April 6, 1999, at 4:00 p.m. local time at the Texas Tech University School of
Pharmacy, 1300 Coulter, Amarillo, Texas, and at any adjournment or adjournments
thereof, for the purposes stated in the accompanying Notice of Annual Meeting of
Shareholders. A shareholder may revoke a proxy at any time before it is voted by
submitting a new proxy of a later date or by attending the meeting and voting in
person.
This proxy statement, the enclosed form of proxy, and the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, are being mailed on or
about March 19, 1999, to holders of record of common shares, $1 par value, of
the Company (the "Common Stock") at the close of business on March 10, 1999 (the
"Record Date"). Only holders of record on the Record Date will be entitled to
vote at the meeting. The outstanding voting shares of the Company on the Record
Date consisted of 13,397,934 shares of the Common Stock, each of which is
entitled to one vote.
ELECTION OF DIRECTORS
At the Meeting, the holders of the Common Stock will elect five persons as
directors with terms continuing until the Annual Meeting of Shareholders in 2000
and until their respective successors are duly elected and qualified. The Board
of Directors has nominated William H. Attebury, Danny H. Conklin, Wales H.
Madden, Jr., Jay O'Brien, and Donald E. Powell, who are presently the directors
of the Company, for election as directors.
The Restated Articles of Incorporation of the Company (the "Articles")
state that the number of directors shall not be less than 1 or more than 25. The
Bylaws of the Company state that the number of directors shall be established by
resolution of the Board of Directors of the Company within the limitations
stated in the Articles.
All of the Common Stock represented by valid proxies received from
shareholders will be voted FOR the nominees for directors named above, unless
authority to do so is withheld. Each nominee for director has agreed to his
nomination and to serve if elected. If any of the nominees is
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unable to serve, the proxies will be voted to elect any other person for the
office of director as the Board of Directors recommends in the place of that
nominee.
A majority of the shares of the Common Stock entitled to vote, represented
in person or by proxy, shall constitute a quorum entitled to transact business
at the Meeting. Directors will be elected by a majority of the votes of the
shareholders comprising a quorum at the Meeting. Abstentions are counted to
determine the presence or absence of a quorum; however, in the election of
directors, abstentions are treated as shares not voted. Since the election of
directors is considered a "discretionary" item upon which brokerage firms may
vote in their discretion on behalf of their clients if those clients have not
furnished voting instructions within ten days of the Meeting, there are no
"broker non-votes" to be considered at the Meeting.
The Board of Directors recommends a vote FOR the nominees.
INFORMATION CONCERNING NOMINEES FOR ELECTION AT THE MEETING
General
The following table lists the nominees for the directors of the Company and
the positions they hold with the Company and with The First National Bank of
Amarillo, a wholly owned subsidiary of the Company (the "Bank"). Directors of
the Company and the Bank hold office for a term of one year or until their
successors are duly elected and have qualified.
Name Age Position with Company Position with Bank
---- --- --------------------- ------------------
Donald E. Powell 57 President and Chief President and Chief
Executive Officer Executive Officer
William H. Attebury 70 Director Director
Danny H. Conklin 64 Director Director
Wales H. Madden, Jr. 71 Director Director
Jay O'Brien 54 Director Director
Except for Danny H. Conklin, who serves as a director of New Century
Energies, Inc., and Parallel Petroleum Company, none of the directors of the
Company holds other directorships in a company or has been nominated to become a
director in a company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the Exchange Act"), or
subject to the requirements of Section 15(d) of the Exchange Act, or any company
registered as an investment company under the Investment Company Act of 1940.
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Experience
The following is a brief description of the nominees for director of the
Company, the positions they hold, and their principal occupations and business
experience during the past five years. Unless otherwise indicated, the principal
occupation listed for a person has been his occupation for at least the past
five years.
Donald E. Powell. Before acquiring a controlling interest in the Company in
May 1997, Mr. Powell served as Chairman of the Board, President, and Chief
Executive Officer of Boatmen's First National Bank of Amarillo since March 1987
and in other capacities since July 1971. In February 1997, he voluntarily
resigned from his position with Boatmen's First National Bank of Amarillo to
pursue, among other things, the acquisition of the Company. Mr. Powell currently
serves as Chairman of the Board of Regents for the Texas A & M University
System.
William H. Attebury. Mr. Attebury was formerly a director with Boatmen's
First National Bank of Amarillo and served in that capacity from 1975 until
February 1997 when he resigned. He has served as a director of the Company and
the Bank since June 25, 1997. Mr. Attebury is a private investor.
Danny H. Conklin. Mr. Conklin was formerly a director with Boatmen's First
National Bank of Amarillo and served in that capacity from 1983 until February
1997 when he resigned. He has served as a director of the Company and the Bank
since June 25, 1997. Mr. Conklin is a petroleum geologist.
Wales H. Madden, Jr. Mr. Madden was formerly a director with Boatmen's
First National Bank of Amarillo and served in that capacity from 1961 until
February 1997 when he resigned. He has served as a director of the Company and
the Bank since June 25, 1997. Mr. Madden is an attorney and a private investor.
Jay O'Brien. Mr. O'Brien was formerly a director with Boatmen's First
National Bank of Amarillo from 1993 until February 1997 when he resigned. He has
served as a director of the Company and the Bank since June 25, 1997. Mr.
O'Brien is a cattleman.
There are no family relationships among any of the executive officers or
directors of the Company or the Bank. Executive officers are elected by the
Board of Directors on an annual basis and serve at the discretion of the Board
of Directors.
Meetings and Committees of the Board of Directors
Combined meetings of the Boards of Directors of the Company and the Bank
are held monthly during the year. The Board of Directors held 12 meetings in
1998. During 1998, each of the Company's directors attended at least 75 percent
of the total number of meetings of the Board of Directors. The Board of
Directors of the Company currently does not have any committees.
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However, the Company may establish one or more committees during 1999. These
committees, if formed, may include an executive committee, a nominating
committee, an audit committee, a loan committee, and a compensation committee.
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table states information as of February 15, 1999, regarding
the number of shares of Common Stock beneficially owned by all directors and
executive officers of the Company. Beneficial ownership includes any shares held
in the name of the spouse, minor children, or other relatives of the holder
living in that person's home, as well as any shares held in the name of another
person under an arrangement whereby the holder can vest title in himself at once
or in the future. Except as otherwise indicated, the persons or entities listed
below have sole voting and investment power for all shares of the Common Stock
they beneficially own. Percentage of ownership is based on 13,397,934 shares of
Common Stock issued and outstanding as of February 15, 1999.
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Common Stock Percent of
Name Beneficially Owned Common Stock
----------------------------------------------------------------------
William H. Attebury 306,815(1) 2.29%
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Danny H. Conklin 67,434 0.50%
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Wales H. Madden, Jr. 74,101(2) 0.55%
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Jay O'Brien 155,610(3) 1.16%
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Donald E. Powell 364,897 2.72%
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All Executive officers and
directors as a group
(five persons): 968,857 7.23%
----------------------------------------------------------------------
(1) Includes 151,508 shares owned by the Attebury Family Partnership of
which Mr. Attebury is the president of the managing partner and for
which he exercises voting and investment authority, and an aggregate
of 46,056 shares held by Mr. Attebury as custodian for eight of his
grandchildren and for which Mr. Attebury exercises voting and
investment authority.
(2) Includes 3,334 shares held in the Wales H. Madden IV Trust of which
Mr. Madden serves as trustee, 3,334 shares held in the S. Hamilton
Madden Trust of which Mr. Madden serves as trustee, and 63,633 shares
owned by Gore Creek Capital, Ltd., of which Mr. Madden is a limited
partner and exercises shared voting and investment authority for those
shares.
(3) Includes 7,267 shares held in the Jay O'Brien Pension Trust and
110,000 shares for which Mr. O'Brien has an option to purchase at any
time on or before August 31, 2000; does not include 15,153 shares
owned by Mr. O'Brien's spouse as separate property for which he
disclaims beneficial ownership.
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Principal Holders of Common Stock
To the best of the Company's knowledge, no shareholder beneficially owns 5
percent or more of the outstanding shares of the Common Stock.
COMPENSATION OF EXECUTIVE OFFICER
The following table states the compensation paid by the Company and the
Bank for the last three fiscal years to the Chief Executive Officer of the
Company and the Bank. Except for Mr. Donald E. Powell, no executive officers of
the Company or the Bank received compensation above $100,000 during the last
three fiscal years.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------------------------------
All other
Name and Principal Compen-
Position Annual Compensation Long Term Compensation sation ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Awards Payout
- ------------------------------------------------------------------------------------------------------------------------------------
Other
Annual Restricted Securities
Compen- Stock Underlying LTIP
sation Award(s) Options/ Payout ($)
Year Salary ($) Bonus ($) ($) ($) SARs (#)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald E. Powell
Chairman of the Board, 1998 $ 0 $ 150,000 $ 0 N/A N/A N/A $ 603 (2)
President, and Chief 1997 0 0 0 N/A N/A N/A 337 (2)
Executive Officer (1) 1996 N/A N/A N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Powell became Chairman of the Board, President, and Chief
Executive Officer of the Company and the Bank on May 23, 1997.
(2) Membership dues for the Amarillo Club paid by the Company during 1997
and 1998.
Corporate Compensation Policy
Mr. Powell is currently the sole executive officer of the Company. Except
for the bonus disclosed in the Summary Compensation Table, Mr. Powell did not
draw a salary from the Company or the Bank during 1998, and he will not draw a
salary from either the Company or the Bank until as least 2000, although he may
be eligible to receive another bonus from the Company or the Bank before that
date. The compensation policy for all other officers and employees of the
Company and the Bank is designed to be competitive in current market conditions.
Compensation levels are reviewed by Mr. Powell annually upon the recommendation
of the Bank's Director of Human Relations.
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Compensation Committee Interlocks and Insider Participation
No interlocking relationships exist between the Company's Board of
Directors or officers responsible for compensation decisions and the board of
directors or compensation committee of any company, nor has any such
interlocking relationship existed in the past.
COMPENSATION OF DIRECTORS
Directors' Stock Compensation Plan
Directors of the Company and the Bank did not receive compensation to serve
in those capacities before November 1, 1998, and directors of the Company, who
are also directors of the Bank, will receive no fees for serving as directors of
the Company. In lieu of cash compensation for meeting fees for the non-employee
members of the Board of Directors (the "Directors") of the Bank, the Board of
Directors for the Company and the Bank adopted The First National Bank of
Amarillo Directors' Stock Compensation Plan (the "Plan"). Effective November 1,
1998, and for the period ending December 31, 2001, the Company delivered to the
Directors three certificates representing a total of 3,800 shares of Common
Stock (the "Shares") of the Company. Each Director endorsed the certificates in
blank and returned them to the Company to be held for future delivery in
accordance with the Plan.
As soon as practicable after January 2, 2000, the Company will deliver one
certificate representing 1,400 Shares to each Director, and after each January
2, 2001, and 2002, the Company will deliver one certificate representing 1,200
Shares to each Director. The absence of a Director from any regularly scheduled
meeting during the 14 months preceding December 31, 1999, or the 12 months
preceding December 31, 2000, or 2001, shall reduce the number of Shares to be
delivered to him or her by a number calculated by multiplying the number of
absences by 100 Shares and subtracting that number from the Shares otherwise
deliverable to the Director for the applicable period.
If a Director is terminated as a Director at any time before December 31,
2001, for any reason, including retirement, permanent disability, or death, or a
"corporate transaction" occurs in which the Bank and/or the Company is not the
surviving entity, the Director or his or her designated beneficiary of his or
her estate shall be entitled only to that number of Shares not already delivered
to him or her under the Plan calculated by multiplying the number of meetings
the Director attended by 100 during the then-current period, i.e., the 14-month
period ending December 31, 1999, or the 12-month period ending December 31,
2000, or 2001. On termination or on consummation of a "corporate transaction," a
certificate representing the number of Shares calculated pursuant to this
paragraph will be delivered to the Director or his or her designated beneficiary
or his or her estate, free and clear of any restrictions under the Plan except
as provided for under federal securities laws, as soon as practicable
thereafter. Except as provided in this paragraph, termination as a Director or
consummation of a "corporate transaction" immediately terminates any right to
receive any other Shares not already delivered or deliverable to him or her
under the Plan and any rights to vote those
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Shares or to receive dividends thereon, and the undelivered Shares will be
assigned to the Company or its designee. "Corporate transaction" means a
transaction in which the Bank and/or the Company is wholly or partially
liquidated, or participates in a merger, consolidation, or reorganization.
The Directors' rights to the Shares cannot be assigned, sold, pledged, or
transferred, but they may be transferred by will or by the laws of descent and
distribution. Except as provided in the Plan, any dividends will be payable on
the Shares, and the Directors will be entitled to exercise voting rights for the
shares, regardless of whether the certificates have been delivered to the
Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indebtedness of Management
Certain officers, directors, and principal shareholders of the Company and
the Bank, and their affiliates, have deposit accounts and other transactions
with the Bank, including loans in the ordinary course of business. All loans or
other extensions of credit made by the Bank to officers, directors, and
principal shareholders of the Company and the Bank and to affiliates of those
persons 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 independent third parties and did not involve
more than the normal risk taken by the lender or present other unfavorable
features. The extensions of credit by the Bank to those persons did not, and do
not currently, involve more than the normal risk of collectibility or present
other unfavorable features. At December 31, 1998, the outstanding principal
amount of indebtedness to the Bank owed by directors and executive officers and
their affiliates, who were indebted to the Bank on that date, totaled
$12,139,000, which represented approximately 29.4 percent of the Bank's equity
capital accounts. The Bank expects to continue to enter into transactions in the
ordinary course of business on similar terms with officers, directors, and
principal shareholders of the Company, the Bank, and their affiliates.
In addition to those lending relationships, some executive officers and
directors of the Company, and some of their associates, have had transactions
with the Bank in the ordinary course of business, including the following:
1. A&S Steel Buildings, Inc., served as a contractor for the construction
of a branch of the Bank at 34th and Bell in Amarillo, Texas. William H.
Attebury's son, W. A. Attebury, is the president and a shareholder of A&S Steel
Buildings, Inc., owning approximately 45 percent of the stock, and William H.
Attebury's other four children each own approximately 7 percent of the stock of
A&S Steel Buildings, Inc.
2. Alpha Three Cattle Company, owned by William H. Attebury (25 percent)
and his sons Edward A. Attebury (25 percent ) and W. A. Attebury (50 percent),
has a re-advancing agricultural note with the Bank. The highest outstanding
balance on this note during 1998 was $2,980,000. The outstanding balance of the
note as of March 5, 1999, was $2,550,000.
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3. William H. Attebury participates, from time to time, with the Bank in
making loans to customers of the Bank when a customer desires funds above the
Bank's lending limit. Mr. Attebury does so on the same terms and conditions as
the Bank, and the Bank does not secure any of the indebtedness owing to him
under these arrangements. Mr. Attebury pays the Bank 0.5 percent of the amount
of the loans for its servicing of the loans in which he participates.
4. Effective November 1, 1998, the Bank leased ground space for a new
branch site to be located at the intersection of 45th Avenue and Coulter. The
lease is from a partnership in which Donald E. Powell and Jay O'Brien are
partners. Monthly lease payments are $3,757, and the lease extends through
October 2013.
5. Danny H. Conklin and his affiliated interests have several notes with
the Bank for working capital, purchase of interests in oil and gas, and his
residence. The highest outstanding balance on these notes during 1998 was
$1,753,600. The outstanding balance of the notes as of March 5, 1999, was
$750,516.
All of the foregoing transactions were on substantially the same terms,
including interest rates and collateral to the extent applicable, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than normal risk of collectibility or present other unfavorable
features. Additional transactions may take place with the Bank in the ordinary
course of business.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities and certain other affiliated persons to
file reports of ownership and changes in ownership with the SEC. Officers,
directors, and greater than 10 percent shareholders are required by SEC
regulations to furnish the Company copies of all Section 16(a) forms they file.
Based solely on review of the copies of those forms, or written
representations that no other forms were required, the Company believes that
during the fiscal year ended December 31, 1998, all Section 16(a) filing
requirements applicable to its officers, directors, and greater than 10 percent
beneficial owners were complied with, except that in November 1998 Jay O'Brien
reported a transaction, which did not affect the total amount of his beneficial
ownership of shares of the Company's Common Stock, which occurred in September
1998 and should have been reported in October 1998.
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RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The firm of Clifton Gunderson P.L.L.C. has been appointed by the Board of
Directors to audit the Company's accounts for the 1999 fiscal year. Clifton
Gunderson P.L.L.C. has been the Company's independent public accountants since
1997. Representatives of the firm are expected to attend the Meeting to answer
appropriate questions which any shareholder may ask, and those representatives
may make a statement to the Meeting if they desire to do so.
OTHER MATTERS
The Board of Directors knows of no business to be presented for
consideration at the Meeting other than that stated in the Notice of Annual
Meeting of Shareholders. If any other business comes before the Meeting, the
persons named as proxies in the enclosed proxy intend to vote in accordance with
their judgment on the business.
EXPENSE OF SOLICITATION
The cost of this proxy solicitation will be borne by the Company. Proxies
may be solicited by mail, personal interview, telephone, telegraph, and
facsimile by officers, directors, and regular employees of the Company. The
Company will reimburse brokers, banks, and other nominees for their reasonable
expenses in sending proxy materials to beneficial owners.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
For a shareholder proposal to be included in the proxy and proxy statement
of the Company relating to a meeting of shareholders, a shareholder proponent
must comply with Rule 14A-8 under the Securities Exchange Act of 1934. A
proposal intended to be presented by a shareholder at the 2000 Annual Meeting
must be received by the Secretary of the Company at its principal executive
offices by November 18, 1999. If not received by that date, pursuant to the
rules and regulations promulgated under the Securities Exchange Act of 1934, a
shareholder proposal shall not be considered for inclusion in the Company's
proxy statement and form of proxy relating to the Annual Meeting of Shareholders
to be held on April 4, 2000.
By order of the Board of Directors,
DONALD E. POWELL
President and Chief Executive officer
Dated: March 19, 1999
----------
The Annual Report of the Company on Form 10-K as filed with the Securities
and Exchange Commission on March 19, 1999, for the fiscal year ended December
31, 1998 (the "Annual Report"), is being mailed to you herewith.
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PROXY
TEJAS BANCSHARES, INC.
----------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 6, 1999
----------
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Donald E. Powell and John Stradley, and
each of them (with full power to act without the other), as proxies with full
power of substitution to represent the undersigned at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Texas Tech University
School of Pharmacy, 1300, Coulter, Amarillo, Texas, on Tuesday, April 6, 1999,
at 4:00 p.m., Amarillo time, and at any and all adjournments thereof, and to
vote all shares of Common Stock of Tejas Bancshares, Inc. (the "Company"), which
the undersigned would be entitled to vote if personally present, as indicated
below and in accordance with the determination of a majority of the Board of
Directors with respect to other matters which may properly come before the
Annual Meeting.
The election as directors of the nominees listed below (except as
marked to the contrary below):
[___] FOR all nominees listed below [___] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
Donald E. Powell, William H. Attebury, Danny H. Conklin, Wales H. Madden, Jr.,
Jay O'Brien
INSTRUCTION: To withhold your vote for any individual nominee, print that
nominee's name on the line provided below.
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IF PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES FOR
DIRECTORS AND THE OTHER PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE
ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. THIS
PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF
THE ANNUAL MEETING.
<PAGE>
If the undersigned is present and votes at the Annual Meeting or at any
adjournment thereof and after notification of the Secretary of the Company at
the Annual Meeting of the shareholder's decision to terminate the proxy, then
the power of the attorneys and proxies shall be terminated. The undersigned
hereby revokes any and all proxies heretofore given for the shares of Common
Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company before the execution
of this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for
the Annual Meeting, and an Annual Report on Form 10-K for the 1998 fiscal year.
Dated: _________________, 1999
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee, or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
Please check here if you plan
to attend the Annual Meeting [___]
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
Signatures:
______________________________ ______________________________
______________________________ ______________________________
