As Filed With The Securities and Exchange Commission on June 26, 1998.
Registration No. ______________
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
TEXAS REGIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2294235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
KERRIA PLAZA, SUITE 301
3700 NORTH 10TH STREET
MCALLEN, TEXAS 78501
(Address of Principal Executive Offices) (Zip Code)
TEXAS REGIONAL BANCSHARES, INC.
1997 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
William A. Rogers, Jr.
McGinnis, Lochridge & Kilgore, L.L.P.
1300 Capitol Center
919 Congress Avenue
Austin, Texas 78701
(Name and address of agent for service)
(512) 495-6033
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) UNIT (2) PRICE (2) FEE
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Class A Voting Common 100,000 $33.875 $3,387,500 $999.31
Stock, par value $1.00/share shares
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(1) Shares are being registered pursuant to the registrant's 1997 Incentive
Stock Option Plan.
(2) The offering price per unit is the price at which the options may be
exercised.
<PAGE>
TEXAS REGIONAL BANCSHARES, INC.
Cross-Reference Sheet
Between
Items of Form S-8 and Prospectus
ITEM
NUMBER ITEMS IN FORM S-8 PROSPECTUS CAPTION
- ------ ----------------- ------------------
1(a) General Plan Information Introduction; Purpose; Option
Period; Stock Option Committee;
Supplemental Option Plan
Information
1(b) Securities to be Offered Amount of Stock
1(c) Employees Who May Eligibility and Participation;
Participate in the Plan Options Discretionary
1(d) Purchase of Securities Eligibility and Participation;
Pursuant to the Plan and Option Agreement; Price; Exercise
Payment for Securities Period; Order of Exercise of Option
Offered
1(e) Resale Restrictions Purpose; Option Agreement;
Exercise Period; Termination of
Employment; Assignability;
Investment Purpose; Sale of Stock
after Exercise of Option;
Restrictions on Sale of Stock
Received Upon Exercise
1(f) Tax Effects of Plan Supplemental Option Plan
Participation Information
1(g) Investment of Funds Not applicable
1(h) Withdrawal from the Termination of Employment;
Plan--Assignment of Assignability
Interest
1(i) Forfeiture and Penalties Termination of Employment;
Assignability
1(j) Charges and Deductions and Not applicable
Liens Therefor
2 Registrant Information and Supplemental Option Plan
Employee Plan Annual Information
Information
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the following
documents which have been filed with the Commission:
(a) Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year referred to in (a) above.
(c) The descriptions of the common stock of Texas Regional Bancshares,
Inc., contained in filings made under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents filed by Texas Regional Bancshares, Inc. pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities registered pursuant to this registration statement are
shares of the Class A Voting Common Stock, which are registered pursuant to
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS.
McGinnis, Lochridge & Kilgore, L.L.P. will render an opinion to Texas
Regional Bancshares, Inc. with respect to the legality of the securities being
registered in this offering. In addition, members of the firm of McGinnis,
Lochridge & Kilgore, L.L.P. also provide general legal services to Texas
Regional and its subsidiaries. As of May 31, 1998, Joe M. Kilgore, a partner in
the law firm of McGinnis, Lochridge & Kilgore, L.L.P. and a director of Texas
Regional owned or controlled 293,174 shares (2.03%) of the issued and
outstanding Class A Voting Common Stock of Texas Regional. Included within this
total are 15,664 shares with respect to which Mr. Kilgore holds shared voting
power with other Trustees of the Company's Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 401(k) provisions) (the "KSOP"), as to which
Mr. Kilgore disclaims any beneficial ownership. As Trustee of the KSOP, Mr.
Kilgore also has the power to vote shares that the participants have not
designated a voting preference as and to the extent provided in the Plan.
-3-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Bylaws of the Company provides that each person who shall
have served as Director or Officer of the Company, or at its request as Director
or Officer of another corporation which it now owns or may hereafter own shares
of capital stock or of which it now is or may hereafter be a creditor, shall be
indemnified by the Company against expenses and costs (including attorneys'
fees) actually and necessarily incurred by him in connection with any claim
asserted against him, by action in court or otherwise, by reason of being or
having been such Director or Officer, except when in any court proceeding, he
shall have been adjudged guilty of negligence or misconduct in respect to the
matter in which indemnity is sought; provided, however, that the foregoing right
of indemnification is not exclusive of other rights to which he may be entitled
by law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is thereby unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. No restricted securities are to be reoffered or resold
pursuant to this Registration Statement.
ITEM 8. EXHIBITS
4.1 Texas Regional Bancshares, Inc., 1997 Incentive Stock Option Plan
(incorporated by reference from Form S-1, Commission File No.
333-41959).
4.2 Articles of Incorporation of Texas Regional Bancshares, Inc.
(incorporated by reference from Form 10, Commission File No.
0-14517).
4.3 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed December 28, 1983 (incorporated by reference from Form
10, Commission File No. 0-14517).
4.4 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed June 25, 1986 (incorporated by reference from Form S-1,
Commission File No. 33-28340).
4.5 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed April 4, 1988 (incorporated by reference from Form S-1,
Commission File No. 33-28340).
4.6 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed April 12, 1991 (incorporated by reference from Form
10-K, Commission File No. 0-14517).
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<PAGE>
4.7 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed March 2, 1992 (incorporated by reference from Form 10-K,
Commission File No. 0-14517).
*4.8 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., effective June 3, 1998.
4.9 Resolution Eliminating from the Articles of Incorporation certain
preferred series of shares of Texas Regional Bancshares, Inc., filed
on February 21, 1995 (incorporated by reference from 1994 Form 10-K,
Commission File No. 0-14517).
*4.10 Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
*5.1 Opinion of McGinnis, Lochridge & Kilgore, L.L.P.
*23.1 Consent of McGinnis, Lochridge & Kilgore, L.L.P. (included in
opinion filed as Exhibit 5.1).
*23.2 Consent of Independent Certified Public Accountants.
*24. Power of Attorney of Texas Regional Bancshares, Inc. (included on
signature page below.)
-----------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
-5-
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of McAllen, State of Texas, on June 9, 1998.
TEXAS REGIONAL BANCSHARES, INC.
(Registrant)
By: /s/ G.E. RONEY
Glen E. Roney, Chairman of the
Board, President & Chief Executive
Officer
Each of the directors of the registrant and each other person whose
signature appears below, by his execution hereof, constitutes and appoints Glen
E. Roney his attorney-in-fact, with power of substitution, to sign, in his
behalf individually and in each capacity stated below, and file all amendments
and post-effective amendments to, the Registration Statement, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and such other applicable governmental/regulatory agencies,
hereby ratifying and confirming all that Glen E. Roney or his substitute or
substitutes, may do or cause to be done by virtue hereof, and the registrant
hereby confers like authority to sign and file on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G.E. RONEY Chairman of the Board, June 9, 1998
Glen E. Roney President, Chief Executive
Officer & Director
(Principal Executive Officer)
/s/ GEORGE R. CARRUTHERS Executive Vice President June 9, 1998
George R. Carruthers & Chief Financial Officer
(Principal Financial Officer)
/s/ ANN M. SEFCIK Controller & Assistant Secretary June 9, 1998
Ann M. Sefcik (Principal Accounting Officer)
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<PAGE>
/s/ MORRIS ATLAS Director June 9, 1998
Morris Atlas
/s/ FRANK N. BOGGUS Director June 9, 1998
Frank N. Boggus
/s/ ROBERT G. FARRIS Director June 9, 1998
Robert G. Farris
/s/ JOE M. KILGORE Director June 9, 1998
Joe M. Kilgore
/s/ C. KENNETH LANDRUM, M.D. Director June 9, 1998
C. Kenneth Landrum, M.D.
___________________________ Director , 1998
Julie G. Uhlhorn
/s/ JACK WHETSEL Director June 9, 1998
Jack Whetsel
-8-
<PAGE>
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
TEXAS REGIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
---------------------
EXHIBITS
- ------------------------------------------------------------------------------
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Texas Regional Bancshares, Inc., 1997 Incentive Stock Option Plan
(incorporated by reference from Form S-1, Commission File No.
333-41959).
4.2 Articles of Incorporation of Texas Regional Bancshares, Inc.
(incorporated by reference from Form 10, Commission File No.
0-14517).
4.3 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed December 28, 1983 (incorporated by reference from Form
10, Commission File No. 0-14517).
4.4 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed June 25, 1986 (incorporated by reference from Form S-1,
Commission File No. 33-28340).
4.5 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed April 4, 1988 (incorporated by reference from Form S-1,
Commission File No. 33-28340).
4.6 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed April 12, 1991 (incorporated by reference from Form
10-K, Commission File No. 0-14517).
4.7 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., filed March 2, 1992 (incorporated by reference from Form 10-K,
Commission File No. 0-14517).
*4.8 Amendment to Articles of Incorporation of Texas Regional Bancshares,
Inc., effective June 3, 1998.
4.9 Resolution Eliminating from the Articles of Incorporation certain
preferred series of shares of Texas Regional Bancshares, Inc., filed
on February 21, 1995 (incorporated by reference from 1994 Form 10-K,
Commission File No. 0-14517).
*4.10 Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
*5.1 Opinion of McGinnis, Lochridge & Kilgore, L.L.P.
*23.1 Consent of McGinnis, Lochridge & Kilgore, L.L.P. (included in
opinion filed as Exhibit 5.1).
*23.2 Consent of Independent Certified Public Accountants.
*24. Power of Attorney of Texas Regional Bancshares, Inc. (included on
signature page below.)
-----------
* Filed herewith.
EXHIBIT 4.8
Amendment to Articles of Incorporation
effective June 3, 1998
<PAGE>
The State of Texas
Secretary of State
CERTIFICATE OF AMENDMENT
OF
TEXAS REGIONAL BANCSHARES, INC.
FILE NO: 681704-00
The undersigned, as Secretary of State of Texas, hereby certifies that the
attached Articles of Amendment for the above named entity have been received in
this office and are found to conform to law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the
authority vested in the Secretary by law, hereby issues this Certificate of
Amendment.
Dated: June 3, 1998
Effective: June 3, 1998
[SEAL]
/s/ ALBERTO R. GONZALES LCS
Alberto R. Gonzales
Secretary of State
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
JUN 03 1998
CORPORATIONS SECTION
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TEXAS REGIONAL BANCSHARES, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Amended Articles of Incorporation:
I.
The name of the corporation is Texas Regional Bancshares, Inc.
II.
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on April 27, 1998:
RESOLVED, that the shareholders of Texas Regional Bancshares, Inc.,
hereby approve the following amendment to the Articles of Incorporation of
the Corporation:
Article Four of the Articles of Incorporation of the Corporation is hereby
amended to read as follows:
The corporation is authorized to issue two classes of shares
to be designated respectively "Preferred" and "Class A Voting
Common." The total number of shares which the Corporation is
authorized to issue is sixty million (60,000,000). The number of
shares of each class and a statement of the par value of the shares
of each class are as follows:
NUMBER OF PAR
CLASS SHARES AUTHORIZED VALUE
----- ----------------- -----
Preferred 10,000,000 $1.00
Class A Voting 50,000,000 $1.00
Common
<PAGE>
III.
The number of shares of the Corporation outstanding at the time of
adoption of the above amendment of the Articles of Incorporation was 14,403,484
shares of Class A Voting Common stock, each of which was entitled to vote on the
above amendment. No Preferred shares were outstanding.
IV.
The total number of Class A Voting Common shares voted for the amendment
was 10,126,920 shares and the total number of Class A Voting Common shares voted
against the amendment was 2,054,920 shares.
V.
The amendment does not effect a change in the aggregate amount of stated
capital of the Corporation.
EXECUTED April 27, 1998.
Texas Regional Bancshares, Inc.
By: /s/ G.E. RONEY
Glen E. Roney,
Chairman of the Board and
Chief Executive Officer
By: /s/ PAUL S. MOXLEY
Paul S. Moxley,
President and Secretary
EXHIBIT 4.10
Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
<PAGE>
AMENDED AND RESTATED
BYLAWS
OF
TEXAS REGIONAL BANCSHARES, INC.
ARTICLE I.
CAPITAL STOCK
SECTION 1. The corporation shall deliver certificates representing all
shares to which shareholders are entitled. Such certificates shall bear the
signature of the Chairman of the Board, or a facsimile thereof, and the
signature of the Secretary or an Assistant Secretary, or a facsimile thereof.
Any certificate bearing only facsimile signatures of the officers shall be
countersigned by the corporation's duly authorized transfer agent and registrar.
The certificates shall also bear either the seal of the corporation or a
facsimile thereof.
SECTION 2. The stock of the corporation may be transferred only on the
books of the corporation, or on the books of its duly authorized transfer agent
and registrar, and upon the surrender of the outstanding certificate or
certificates evidencing such stock endorsed by the transferor. The Secretary of
the corporation, or the corporation's duly authorized transfer agent and
registrar, shall maintain, among other records, stockholder records in which are
set forth the names and addresses of the holders of all issued shares of the
corporation, the number of shares held by each, the certificate numbers
representing such shares, and whether or not such shares originate from original
issues or from transfer. The names and addresses as they appear on such stock
transfer records shall be the official list of shareholders of record of the
corporation for all purposes.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. There shall be a regular meeting of shareholders, annually, in
April of each year, to elect the Board of Directors for the succeeding year and
to transact such other business as may be properly brought before the meeting.
Special meetings of the shareholders may be called at any time by the President,
by the Board of Directors, by the Chairman of the Board, or by the holders of
not less than one-tenth of all the outstanding shares of stock. At least ten
days and not more than fifty days before any regular or special meeting, each
shareholder of record shall be given written notice of the time and place
thereof, and, in the case of special meetings, of the purpose or purposes for
which the meeting is called. If mailed, any such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at
<PAGE>
his address as it appears on the stock transfer book of the corporation, with
postage thereon prepaid. Any shareholder may waive notice of any meeting, and
attendance at any meeting shall be deemed to be such a waiver.
SECTION 2. At all meetings of shareholders, regular or special, a majority
of the outstanding Class A stock shall constitute a quorum. At all such
meetings, a majority of the Class A shares represented at the meeting may decide
any question coming before the meeting, except as otherwise prescribed by
statute. At all shareholders' meetings, each shareholder shall be entitled to
one vote for each share of Class A capital stock held by him. Each shareholder
may appear personally at any meeting or be represented by any person holding
written proxy executed by such shareholder.
SECTION 3. Minutes of all meetings of the shareholders and of the Board of
Directors shall be kept in the permanent records of the corporation. All minutes
shall be signed by the Chairman of the meeting and by the Secretary of the
meeting.
SECTION 4. In case a quorum shall not be present at any meeting of the
shareholders, regular or special, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting until the requisite amount of stock entitled to vote shall be
present. At any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed; but only those
stockholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournments thereof.
SECTION 5. Action may be taken by the Shareholders without a meeting if
each shareholder entitled to vote signs a written consent to the action and such
consents are filed with the Secretary of the Corporation.
SECTION 6. Shareholders may participate in and hold a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE III.
DIRECTORS
SECTION 1. The Board of Directors shall be a body of not less than five
and not more than twenty-five persons as determined by the Board of Directors
from time to time. No director need be a shareholder in the corporation. A
majority of the membership of the Board of Directors shall constitute a quorum
for the transaction of business. The Directors shall be elected by the
shareholders as herein provided and shall hold office until his successor is
elected and qualified, except that the Director may be removed by the
shareholders at any time with or without cause.
-2-
<PAGE>
Vacancies on the Board of Directors may be filled by the remaining directors
even though less than a quorum may fill any vacancy other than a vacancy by
reason of increase in the number of directors which shall be filled by the
shareholders at an annual meeting or a regular meeting called for that purpose.
The vacancies created upon adoption of these bylaws by the initial director may
be filled by that director.
SECTION 2. The Board of Directors shall be charged with the management of
the affairs of the corporation. The Board of Directors may elect, from among the
Directors, a Chairman of the Board, to whom the Board of Directors may delegate
such functions of the Board as it deems proper.
SECTION 3. A regular meeting of the Board of Directors shall be held
annually, promptly following the annual meeting of shareholders as herein
provided. No notice to the Directors of such regular meeting shall be required,
but all Directors shall have notice of the annual meeting of shareholders
whether or not they are themselves shareholders. Special meetings of the Board
of Directors may be called by the President or Chairman on one day's notice,
which may be given in writing, orally or by telephone or by such other means as
may be most convenient. Neither the business to be transacted nor the purpose of
any special meeting of the Board of Directors need be specified in such notice.
Any Director may waive notice of any meeting, and attendance at any meeting
shall be deemed to he such a waiver.
SECTION 4. Any action required or permitted to be taken by the Board of
Directors, may be taken without a meeting, and with the same force and effect as
a unanimous vote of Directors, if all members of the Board shall individually
collectively consent in writing to such action.
SECTION 5. The Directors and committee members may participate in and hold
a meeting by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
SECTION 6. Directors as such shall not receive any stated salary for their
services, but by resolution of the Board a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special meeting of the
Board; provided, that nothing contained herein shall be construed to preclude
any Director from serving the corporation in any other capacity and receiving
compensation therefor.
SECTION 7. The Board of Directors, by resolution adopted by a majority of
the number of Directors fixed by the bylaws or otherwise, may designate two or
more Directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the Board when required.
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<PAGE>
ARTICLE IV.
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by the Board of
Directors and shall consist of a President, one or more Vice-Presidents, a
Secretary and a Treasurer. Each officer shall perform all duties that usually
pertain to his office or that may be delegated to him by the Board of Directors.
The officers shall be elected at the annual meeting of the Board of Directors
and shall hold office until their successors are chosen and qualified in their
stead. If the office of any officer becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors. An officer may be removed by the
Board of Directors at any time with or without reason. Any two or more offices
may be held by the same person.
SECTION 2. In the case of any absence of any officer of the corporation or
for any other reason that the Board may deem sufficient, the Board of Directors
may delegate some or all of the powers or duties of such officer to any other
officer or to any director, employee, shareholder or agent for whatever period
of time seems desirable.
ARTICLE V.
MISCELLANEOUS PROVISIONS
SECTION 1. Each person who shall have served as director or officer of
this corporation, or at its request as director or officer of another
corporation in which it now owns or may hereafter own shares of capital stock or
of which it now is or may hereafter be a creditor, shall be indemnified by the
corporation against expenses and costs (including attorneys' fees) actually and
necessarily incurred by him in connection with any claim asserted against him,
by action in court or otherwise, by reason of being or having been such director
or officer, except when in any court proceeding he shall have been adjudged
guilty of negligence or misconduct in respect of the matter in which indemnity
is sought; provided, however, that the foregoing right of indemnification shall
not be exclusive of other rights to which he may be entitled by law.
-4-
<PAGE>
WITNESS OUR HANDS, this the 9th day of June, 1998.
/s/ G. E. RONEY
Glen E. Roney, Chairman of the Board
CERTIFIED BY:
/s/ NANCY F. SCHULTZ
Nancy F. Schultz, Secretary
EXHIBIT 5.1
Opinion of McGinnis, Lochridge & Kilgore, L.L.P.
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MCGINNIS, LOCHRIDGE & KILGORE, L.L.P.
919 CONGRESS AVENUE
AUSTIN, TEXAS 78701
(512) 495-6033
June 9, 1998
Texas Regional Bancshares, Inc.
Kerria Plaza, Suite 301
3700 North Tenth Street
McAllen, Texas 78501
RE: Issuance of 100,000 shares of Class A Voting Common Stock of Texas
Regional Bancshares, Inc.
Gentlemen:
We have acted as counsel for Texas Regional Bancshares, Inc. (the
"Corporation"), a Texas corporation, in connection with a proposed registration
by the Corporation with the Securities and Exchange Commission on a Form S-8
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended, of 100,000 shares of Class A Voting Common Stock of Texas
Regional Bancshares, Inc. (the "Stock"), for sale to employees of the
Corporation and its subsidiary pursuant to the Texas Regional Bancshares, Inc.
1997 Incentive Stock Option Plan.
Before rendering this opinion, we have examined such corporate and other
documents, and such questions of law, as we have considered necessary and
appropriate for the purposes of this opinion, and have relied, as to factual
matters, on certificates and other statements of officers of the Corporation and
others. Based upon the foregoing, we are of the opinion that the shares of Stock
of the Corporation which will be issued as described in the Registration
Statement will, upon full payment therefor in cash, be validly issued, fully
paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
the filing of this opinion as an exhibit to the Registration Statement, but we
do not thereby admit that we are within the class of persons whose consent is
required under the terms of the Securities Act of 1933, as amended.
Very truly yours,
McGINNIS, LOCHRIDGE & KILGORE, L.L.P.
By: /s/ WILLIAM A. ROGERS, JR.
William A. Rogers, Jr., Partner
WAR/dw
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
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INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Texas Regional Bancshares, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Texas Regional Bancshares, Inc. of our report dated January 30, 1998,
except as to Note 19, which is as of February 19, 1998, relating to the
consolidated balance sheets of Texas Regional Bancshares, Inc. and subsidiaries
as of December 31, 1997 and 1996, and the related consolidated statements of
income, changes in shareholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 10-K of Texas Regional Bancshares, Inc.
Additionally, we consent to incorporation by reference by Texas Regional
Bancshares, Inc. of our report dated May 8, 1998, relating to the statement of
net assets available for plan benefits of Texas Regional Bancshares, Inc.
Employee Stock Ownerership Plan (with 401(k) provisions) as of December 31,
1997, the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 11-K of Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 401(k) provisions).
/s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Houston, Texas
June 25, 1998
