-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KNCJex8j+VBuC5INqXxNj3E78wn6nH2i2e3Oi1vt1R5DRpxCNdTb9M+8+F6q68x3 jjGxyBkaUGvODmATg4C5+w== 0000909143-99-000125.txt : 19990623 0000909143-99-000125.hdr.sgml : 19990623 ACCESSION NUMBER: 0000909143-99-000125 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT BANKSHARES INC CENTRAL INDEX KEY: 0000318870 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 751717279 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11531 FILM NUMBER: 99649443 BUSINESS ADDRESS: STREET 1: 547 CHESTNUT ST STREET 2: PO BOX 3296 CITY: ABILENE STATE: TX ZIP: 79604 BUSINESS PHONE: 9156775550 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 0-10196 INDEPENDENT BANKSHARES, INC. (Exact Name of Registrant as Specified in its Charter) Texas 75-1717279 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 547 Chestnut Street Abilene, Texas 79602 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (915) 677-5550 Securities Registered Pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ___________________________________________ ________________________ Common Stock, $0.25 Par Value American Stock Exchange 8.5% Cumuative Trust Preferred Securites American Stock Exchange Guaranteed by Independent Bankshares, Inc. Securities Registered Pursuant to Section 12(g) of the Act: None ______________________________ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based on the market value of such stock on March 18, 1999, was $18,130,000. For purposes of this computation, all executive officers, directors and 5% beneficial owners of the Registrant are deemed to be affiliates. Such determination should not be deemed an admission that such executive officers, directors and beneficial owners are, in fact, affiliates of the Registrant. At March 18, 1999, 2,228,780 shares of the Registrant's common stock, $0.25 par value per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference into the indicated part or parts of this report: (1) Annual Report to Shareholders for the fiscal year ended December 31, 1998, furnished to the Commission pursuant to Rule 14a-3(b) - Part II and Part IV. (2) Definitive proxy statement filed with the Commission pursuant to Regulation 14A in connection with the Annual Meeting of Shareholders held April 27, 1999 - Part III. _____________________________________________________________________________ Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant ("Registrant") hereby amends its annual report on Form 10-K for the fiscal year ended December 31, 1998 to include the following information, financial statements, and exhibits required by Form 10-K/A with respect to the Independent Bankshares, Inc. Employee Stock Ownership/401(k) Plan ("Plan") for the year ended December 31, 1998. Independent Bankshares, Inc. is the issuer of the securities held pursuant to the Plan. The schedules called for under Article 6A-05 in Regulation S-X have been omitted because they are inapplicable or the required information has been given in the financial statements or notes thereto: INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN FINANCIAL STATEMENTS AND AUDITORS' REPORT CONTENTS -------- December 31, 1998 and 1997 Page ---- FINANCIAL STATEMENTS: Independent Auditors' Report 1 Statements of Net Assets Available for Benefits with Fund Information 2 Statements of Changes in Net Assets Available for Benefits with Fund Information 4 Notes to Financial Statements 6 SUPPLEMENTARY INFORMATION: Independent Auditors' Report on Supplementary Information 12 Schedule of Assets Held for Investment Purposes 13 Schedule of Reportable Transactions 14 March 23, 1999 To the Employee Stock Ownership / 401(k) Plan Committee of Independent Bankshares, Inc. Abilene, Texas Independent Auditors' Report ---------------------------- We have audited the accompanying statements of net assets available for benefits with fund information of the INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP/401(K) PLAN as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits with fund information for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits with fund information of the Independent Bankshares, Inc. Employee Stock Ownership / 401(k) Plan as of December 31, 1998 and 1997, and the changes in net assets available for benefits with fund information for the years then ended in conformity with generally accepted accounting principles. /s/ CONDLEY AND COMPANY, L.L.P. Certified Public Accountants -1- INDEPENDENT BANKSHARES, INC., EMPLOYEE STOCK OWNERSHIP 401(K) PLAN Abilene, Texas STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Participant Directed --------------------------------------------------------------------------------------- Federated Federated Federated Federated Managed Trust for Independent Managed Managed Growth Managed Aggressive U.S. Treasury Bankshares, Inc. Income Fund & Income Fund Growth Fund Growth Fund Obligations Common Stock ----------- -------------- ----------- ----------- -------------- ---------------- ASSETS ------ Cash $ $ $ $ $ $ Contributions receivable Participant loans Investments,at fair value Federated Managed Income Fund 10,031 Federated Managed Growth & Income Fund 45,569 Federated Managed Growth Fund 20,820 Federated Managed Aggressive Growth Fund 41,038 Trust for U.S. Treasury Obligations 34,966 Independent Bankshares, Inc. Common Stock 166,992 Accrued income ----------- -------------- ----------- ----------- -------------- ---------------- TOTAL ASSETS $ 10,031 $ 45,569 $ 20,820 $ 41,038 $ 34,966 $ 166,992 =========== ============== =========== =========== ============== ================ LIABILITIES ----------- Benefit claims payable $ $ $ $ $ 2,357 $ 1,110 Accrued liabilities Notes payable ----------- -------------- ----------- ----------- -------------- ---------------- NET ASSETS (DEFICIT) AVAILABLE FOR PLAN BENEFITS $ 10,031 $ 45,569 $ 20,820 $ 41,038 $ 32,609 $ 165,882 =========== ============== =========== =========== ============== ================
The accompanying notes are an integral part of the financial statement -2-
Non-Participant Directed December 31, - --------------------------------------------------------------------- ------------------------ Independent Bankshares, Inc., Common Stock Participant ------------------------------------------ Loans Other Allocated Unallocated 1998 1997 - ------------------ ----------- -------------- ---------------- ----------- ----------- $ $ 8,854 $ 4,232 $ $ 13,086 $ 41,508 (305) (305) 4,614 63,390 63,390 56,252 10,031 9,011 45,569 36,533 20,820 21,564 41,038 25,447 34,966 23,863 1,445,646 193,541 1,806,179 3,035,793 300 300 285 - ------------------ ---------- ------------- --------------- ---------- ----------- $ 63,390 $ 8,849 $ 1,449,878 $ 193,541 $2,035,074 $ 3,254,870 ================== ========== ============= =============== ========== =========== $ $ $ $ $ 3,467 $ 0 5,341 5,341 5,366 234,166 234,166 193,832 - ------------------ ---------- ------------- --------------- ---------- ------------ $ 63,390 $ 3,508 $ 1,449,878 $ (40,625) $1,792,100 $ 3,055,672 ================== ========== ============= =============== ========== ============
The accompanying notes are an integral part of the financial statement -3- INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP/401(K) PLAN Abilene, Texas STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Participant Directed ---------------------------------------------------------------------------------------------- Federated Federated Federated Federated Trust for Independent Managed Managed Growth Managed Managed Aggressive U.S. Treasury Bankshares, Inc. Income Fund & Income Fund Growth Fund Growth Fund Obligations Common Stock ------------ -------------- ----------- ------------------ ------------- ---------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Net unrealized appreciation (depreciation) in fair value of investments $ 117 $ 1,770 $ 872 $ 2,349 $ $ (93,164) Dividend income 5,473 Interest income 1,065 5,232 3,388 4,164 3,725 Gain on sale of investments 44 568 626 263 (5,190) ----------- ------------- ----------- ------------------ ------------- ---------------- Total Investment Income 1,226 7,570 4,886 6,776 3,725 (92,881) Plan transfers (2,357) (3,869) (7,016) (175) (9,295) 13,927 Employer contributions Employee contributions 2,543 10,111 6,020 12,627 19,454 32,621 Allocation of 4306.021 shares of ISBI Common Stock, at market ----------- ------------- ----------- ------------------ ------------- ---------------- Total Additions 1,412 13,812 3,890 19,228 13,884 (46,333) ----------- ------------- ----------- ------------------ ------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 392 4,776 4,634 3,636 5,218 3,475 Allocation of 4306.021 shares of ISBI Common Stock, at market Interest expense Administrative expenses (80) ----------- ------------ ----------- ------------------ ------------- ---------------- Total Deductions 392 4,776 4,634 3,636 5,138 3,475 INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 1,020 9,036 (744) 15,592 8,746 (49,808) Net Assets Available For Benefits: Beginning of Year 9,011 36,533 21,564 25,446 23,863 215,690 ----------- ------------ ----------- ------------------ ------------- ---------------- End of Year $ 10,031 $ 45,569 $ 20,820 $ 41,038 $ 32,609 $ 165,882 =========== ============ =========== ================== ============= ================
The accompanying notes are an integral part of the financial statements. -4-
Non-Participant Directed December 31, - -------------------------------------------------------------------- ------------------------- Independent Bankshares, Inc. Common Stock Participant ----------------------------------------- Loans Other Allocated Unallocated 1998 1997 ----------- --------- ----------------- --------------- ----------- ----------- $ $ $ (1,018,817) $ (147,288) $(1,254,162) $ 1,093,948 25,695 4,376 35,544 29,601 15 17,589 9,038 (1,919) (2,644) (8,251) 1,236 ----------- ---------- ----------------- --------------- ----------- ----------- 0 15 (995,041) (145,556) (1,209,280) 1,133,823 7,138 1,647 (54,183) 54,183 0 0 (1,511) 106,681 105,170 99,690 (2,953) 80,423 71,372 54,187 54,187 ----------- ---------- ----------------- ---------------- ----------- ----------- 7,138 (2,802) (888,356) (91,373) (969,500) 1,304,885 ----------- ---------- ----------------- ---------------- ----------- ----------- 166,395 188,526 170,952 54,187 54,187 22,822 22,822 18,370 (26) 28,643 28,537 27,223 ---------- ---------- ----------------- ---------------- ----------- ----------- 0 (26) 195,038 77,009 294,072 216,545 7,138 (2,776) (1,083,394) (168,382) (1,263,572) 1,088,340 56,252 6,284 2,533,272 127,757 3,055,672 1,967,332 ---------- ---------- -------------- ---------------- ---------- ----------- $ 63,390 $ 3,508 $ 1,449,878 $ (40,625) $ 1,792,100 $ 3,055,672 ========== ========== ============== ================ =========== ===========
-5- INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP/401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 NOTE 1: DESCRIPTION OF PLAN Independent Bankshares, Inc. (the "Company") established the Independent Bankshares, Inc. Employee Stock Ownership Plan (the "Plan") effective January 1, 1987. The Plan is an employee stock ownership plan, and is designed to comply with Section 4975 (e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (the "Code"), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is administered by Independent Bankshares, Inc. Employers participating in the Plan during the year are Independent Bankshares, Inc. and its wholly owned subsidiary First State Bank, N.A., Abilene, Texas. First State Bank, N.A., Abilene is the Plan's trustee. The Company's wholly owned subsidiary, Azle State Bank, Azle, Texas, did not participate in the Plan during 1998. The Plan was amended in 1993 to add a 401(k) provision. This allows plan participants to make salary deferrals which are credited to each participant's account. The Plan name was changed to the Independent Bankshares, Inc. Employee Stock Ownership / 401(k) Plan. During 1997, the Plan purchased additional shares of Company Common Stock using the proceeds of a bank borrowing guaranteed by the Company, and holds the stock in a trust established under the Plan. The borrowing is to be repaid by fully deductible Company contributions to the trust fund. As the Plan makes each payment of principal, an appropriate percentage of stock will be allocated to eligible employees' accounts in accordance with applicable regulations under the Code. Shares vest fully upon allocation. The borrowing is collateralized by the unallocated shares of stock and is guaranteed by the Company. The lender has no rights against shares once they are allocated under the Plan. Accordingly, the financial statements of the Plan for the year 1998 presents separately the assets and liabilities and changes therein pertaining to: (a) the accounts of employees with vested rights in allocated stock (Allocated) and (b) stock not yet allocated to employees (Unallocated). The more significant aspects of the Plan are summarized below: Eligibility to Participate -------------------------- An employee becomes a participant on the January 1 or July 1 coincident with or immediately following the later of the date on which he or she completes one year of service (1,000 hours), and attains age 21. Employer's Contributions ------------------------ The Company, at its discretion, annually will determine the amount of its contribution, if any, to the Plan. The Company may make its contribution to the Plan in cash or in the Company's Common Stock or such property that is acceptable to the trustee. For each plan year the Company and its subsidiaries contribute to the Plan, the allocation of the contribution will be based upon a participant's proportionate share of the total compensation paid during that plan year to all participants in the Plan. The Company may also, at its discretion, make a matching contribution of up to 5% of eligible participants' yearly compensation. -6- Employee Contributions ---------------------- The Plan permits (but does not require) employees to make voluntary contributions or salary deferrals up to the maximum amount allowable by law. Vesting ------- An employee's interest in the contributions by the Company and its subsidiaries to the Plan for the employee's benefit becomes 100% vested (nonforfeitable) upon the employee attaining age 65, or if the employee terminates employment because of death or disability. If an employee terminates employment prior to normal retirement age for any reason other than death or disability, then the employee's interest in the contributions by the Company and its subsidiaries to the Plan for the employee's benefit becomes vested in accordance with the following schedule: Years of Service Nonforfeitable With the Employer Accrued Benefit ----------------------- ----------------------- Less than 2 None 2 10% 3 20% 4 40% 5 60% 6 80% 7 100% Forfeitures ----------- The Plan provides two methods of vesting forfeitures. The primary method of vesting forfeitures is the "forfeiture break in service" rule. The secondary method of forfeiture is the "cash out" rule. Termination of employment alone will not result in a forfeiture under the Plan unless an employee does not return to employment with the Company before incurring a "forfeiture break in service" (a period of 5 consecutive plan years). The cash out rule becomes operative if an employee terminates employment and receives a total distribution of the vested portion of his or her account balance. Distributions ------------- Distributions after an employee attains age 65 will be paid as soon thereafter as is practical. If an employee dies prior to receiving all of his or her benefits under the Plan, the trustee will pay the balance of their account to their beneficiary. If an employee becomes disabled, the trustee will pay his or her account balance as if he or she had retired. If an employee terminates employment prior to attaining normal retirement age, the trustee will distribute the employee's vested interest in lump sum or in equal installments over a fixed period of time. The Employee Stock Ownership / 401(k) Plan Committee will direct the trustee to distribute the employee's vested interest in the Plan at any time prior to the close of the plan year in which the employee separates from service, postpone distribution until after the plan year in which the employee separates from service, or postpone distribution until the employee attains age 65. -7- Plan Termination ---------------- The Company reserves the right to terminate the Plan at any time, subject to Plan provisions. Upon such termination of the Plan, the interest of each participant will be distributed to such participant or his or her beneficiary at the time prescribed by the Plan terms and the Code. Tax Status ---------- The Internal Revenue Service has determined and informed the Company by a letter dated June 28, 1995, that the Plan is qualified and tax-exempt under the appropriate sections of the Code. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investment Valuation and Income Recognition ------------------------------------------- The shares of Common Stock of the Company are valued at fair value on December 31 of each year. Fair values at December 31, 1998 and 1997, were determined by using the closing sales prices for the last market transaction on or prior to those dates according to the American Stock Exchange. Mutual funds owned by the Company are valued at fair value on December 31 of each year. Fair value is determined by the fair value on December 31 as published in the Wall Street Journal. Dividend income is accrued on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses from security transactions are reported on the specific identification method. Contributions ------------- Contributions are recognized in the year in which they are declared and not received. NOTE 3: ADMINISTRATION OF PLAN ASSETS The Plan's assets, which consist principally of the Company's Common Stock and mutual funds, are held by the trustee of the Plan. Contributions are held and managed by the trustee under the direction of the Employee Stock Ownership / 401(k) Plan Committee. The trustee invests contributions received, interest, and dividend income and makes distributions to participants. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan. NOTE 4: INVESTMENTS The Plan's investments, at December 31, are presented in the following table: 1998 ----------------------------------- Number of Shares Held Cost Fair Value ------------ -------- ---------- Participant Directed: Federated Managed Income Fund 919.4625 $ 9,677 $ 10,031 Federated Managed Growth & Income Fund 3,848.7479 42,446 45,569 Federated Managed Growth Fund 1,616.425 19,190 20,820 -8- Federated Managed Aggressive Growth Fund 2,941.820 37,067 41,038 Trust for U.S. Treasury Obligations 34,966.4 34,966 34,966 Independent Bankshares, Inc. Common Stock 14,521 163,720 166,992 Non Participant Directed: Independent Bankshares, Inc. Common Stock: Allocated 125,708 380,960 1,445,646 Unallocated 16,830 51,002 193,541 -------- ---------- Total $739,028 $1,958,603 ======== ========== 1997 ----------------------------------- Number of Shares Held Cost Fair Value ------------ -------- ---------- Participant Directed: Federated Managed Income Fund 839.7655 $ 8,688 $ 9,011 Federated Managed Growth & Income Fund 3,210.2689 34,890 36,533 Federated Managed Growth Fund 1,768.955 20,162 21,564 Federated Managed Aggressive Growth Fund 1,974.148 23,563 25,447 Trust for U.S. Treasury Obligations 23,863.22 23,863 23,863 Independent Bankshares, Inc. Common Stock 10,923 110,899 215,047 Non-Participant Directed: Independent Bankshares, Inc. Common Stock: Allocated 126,966 394,306 2,499,636 Unallocated 16,310 50,654 321,110 -------- ---------- Total $667,025 $3,152,211 ======== ========== NOTE 5: NOTES RECEIVABLE Notes receivable from participants as of December 31, consist of the following:
1998 1997 ---------- ---------- Albert Jordan, originated December 16, 1998, at $20,000 with monthly payments of $405, including interest at 7.75% $ 20,000 $ 0 Luther Snell, originated November 15, 1997 at $13,000 with monthly payments of $270, including interest at 8.5% 10,585 12,821 Luther Snell, originated January 10, 1997, at $15,000 with monthly payments of $306, including interest at 8.25% 9,883 12,668 -9- 1998 1997 ---------- ---------- Luther Snell, originated December 3, 1998, at $8,000 with monthly payments of $165, including interest at 7.75% $ 8,000 $ 0 Randal Crosswhite, originated January 17, 1997, at $10,439 with monthly payments of $212, including interest at 8.25% 6,734 8,633 Carolyn Marshall, originated November 5, 1996, at $3,850 with monthly payments of $100, including interest at 8.75% 1,885 2,872 Karen Timmons, originated November 12, 1998, at $1,700 with monthly payments of $63, including interest at 8% 1,650 0 Joel Velasquez, originated August 18, 1997, at $2,322 with monthly payments of $65, including interest at 8.25% 1,503 2,126 Mary Ann Martin, originating April 17, 1998, at $1,500 with monthly payments of $48, including interest at 8.5% 1,197 0 Sandra Fowler, originated January 7, 1998, at $1,500 with monthly payments of $70, including interest at 8.5% 826 0 Karen Timmons, originated November 15, 1997, at $1,387 with monthly payments of $65, including interest at 8.5% 698 1,332 Albert Jordan, originated December 16, 1997, at $15,800 with monthly payments of $500, including interest at 8.5% 429 15,800 -------- -------- Total $ 63,390 $ 56,252 ======== ========
NOTE 6: NOTES PAYABLE During January 1997, the Plan established a note payable to the Company in the original amount of $213,750, the proceeds of which were used to purchase Common Stock of the Company in a public stock offering. Monthly payments are $3,480 including interest at the Company's floating prime interest rate plus 1% (8.75% at December 31, 1998). The loan is scheduled to mature in January, 2004. The balance at December 31, 1998, was $169,162. The Plan also has a $65,000 revolving line of credit with the Company, of which the entire amount was used at December 31, 1998. The balance is payable on June 30, 1999, with interest at the Company's floating prime interest rate plus 1%. The following is a five-year maturity schedule of the note payable: 1999 $ 26,837 2000 29,499 2001 32,428 2002 35,647 2003 39,185 Subsequent 5,566 ------------ Total $ 169,162 ============ -10- NOTE 7: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500 at December 31, 1998: Net assets available for benefits per the financial statements $ 1,792,100 Net accrued income and expenses per the financial statements $ 5,041 ------------ Net assets available for benefits per Form 5500 $ 1,797,141 ============ The following is a reconciliation of the decrease in net assets available for plan benefits per the financial statements to Form 5500 for the year December 31, 1998: Decrease in net assets available for benefits per the financial statements $ (1,263,572) Net accrued income and expenses for 1998 5,041 Net accrued income and expenses for 1997 (616) ------------ Decrease in net assets available for benefits per Form 5500 $ (1,259,147) ============ -11- SUPPLEMENTARY INFORMATION March 23, 1999 To the Employee Stock Ownership / 401(k) Plan Committee of Independent Bankshares, Inc. Abilene, Texas Independent Auditors' Report on Supplementary Information ---------------------------------------------------------- Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ CONDLEY AND COMPANY, L.L.P. Certified Public Accountants -12- INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNDERSHIP / 401(K) PLAN EIN 75-1717279 Plan No. 003 ------------ Plan Year Ended December 31, 1998 Item 30a - Schedule of Assets Held for Investment Purposes a b c d - - - - Description of Investment Including Maturity Date, Rate Identity of Issuer, of Investment, Borrower, Lessor, or Collateral, Par or Current Similar Party Maturity Value Cost Value --------------------- ---------------------- -------- -------- Federated Managed Income Fund 919.4625 fund units $ 9,677 $ 10,031 Federated Managed Growth & Income Fund 3,848.7479 fund units 42,446 45,569 Federated Managed Growth Fund 1,616.425 fund units 19,190 20,820 Federated Managed Aggressive Growth Fund 2,941.820 fund units 37,067 41,038 Trust for U.S. Treasury Obligation 34,966.4 fund units 34,966 34,966 Independent Bankshares, Inc. 157,059 shares of $0.25 par value Common Stock 595,681 1,806,179 -13- INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNDERSHIP / 401(K) PLAN EIN 75-1717279 Plan No. 003 ------------ Plan Year Ended December 31, 1998 Item 30d - Schedule of Reportable Transactions
a b c d e f g h i - - - - - - - - - Description of Current Asset (Include Expense Value of Identity Interest Rate Incurred Asset on of Party and Maturity in Purchase Selling Lease With Cost of Transaction Net Gain Involved case of a Loan) Price Price Price Transaction Asset Date or (Loss) - -------- --------------- --------- ------- ------ ----------- ------- ----------- --------- There were no reportable transactions in the current year.
-14- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents Filed as Part of Report. 3. Exhibits The exhibits listed below are filed as part of or incorporated by reference in this report. Where such filing is made by incorporation by reference to a previously filed document, such document is identified in parenthesis. See the Index of Exhibits included with the exhibits filed as part of this report. No. Description -- ----------- 3.1 Restated Articles of Incorporation of Independent Bankshares, Inc. (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 3.2 Restated Bylaws of Independent Bankshares, Inc. (Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 3.3 Amendment to Restated Bylaws of Independent Bankshares, Inc. dated March 17, 1999 (previously filed) 4.1 Specimen Stock Certificate for Common Stock of the Company (Exhibit 4.1 to the Company's Registration Statement on Form S-1, SEC File No. 333-16419). 4.2 1999 Stock Option Plan of Indendent Bankshares, Inc. (previously filed) 10.1 Form of Incentive Stock Option Agreement (previously filed) 10.2 Form of Nonqualified Stock Option Agreement (previously filed) 10.3 Master Equipment Lease Agreement, dated December 24, 1992, between Independent Bankshares, Inc. and NCR Credit Corporation, Amendment to Master Equipment Lease Agreement dated concurrently therewith, and related form of Schedule and Commencement Certificate (Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993). 10.4 Loan Agreement, dated September 21, 1998, by and between Bank One, Texas, National Association and the Company and Independent Financial Corp. and First State Bank, National Association and related Promissory Note of the Company, Pledge Agreement of the Company and Pledge Agreement of Independent Financial Corp. (Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 22, 1998). 10.5 Agreement and Plan of Reorganization dated May 29, 1998, by and between the Company and Azle Bancorp (previously filed as Exhibit 1.1 to the Company's Current Report on Form 8-K dated June 19, 1998). 13.1 Annual Report to Shareholders for the year ended December 31, 1998 (previously filed). 21.1 Subsidiaries of Independent Bankshares, Inc. (previously filed). 23.1 Consent of PricewaterhouseCoopers LLP (previously filed). 23.2 Consent of Condley and Company, L.L.P. (filed herewith) 27.1 Financial Data Schedule (previously filed). (b) Current Reports on Form 8-K. Current Report on Form 8-K dated September 22, 1998, reporting the consummation of the acquisition of Azle Bancorp and Azle State by the Company. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 21, 1999 INDEPENDENT BANKSHARES, INC. By: /s/ BRYAN STEPHENSON --------------------------------------- Bryan W. Stephenson, President and Chief Executive Officer By: /s/ RANDAL N. CROSSWHITE ---------------------------------------- Randal N. Crosswhite Senior Vice President, Chief Financial Officer, Corporate Secretary INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP/401(K) PLAN By: First State Bank, N.A., Abilene, Trustee By: /s/ CAROLYN K. MARSHALL --------------------------------- Name: Carolyn K. Marshall ------------------------------- Title: VP/TO ------------------------------- INDEX TO EXHIBITS Exhibit Number Description --------------- ----------------------------------------------------- 3.1 Restated Articles of Incorporation of Independent Bankshares, Inc. (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 3.2 Restated Bylaws of Independent Bankshares, Inc. (Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 3.3 Amendment to Restated Bylaws of Independent Bankshares, Inc., dated March 17, 1999 (previously filed) 4.1 Specimen Stock Certificate for Common Stock of the Company (Exhibit 4.1 to the Company's Registration Statement on Form S-1, SEC File No. 333-16419). 4.2 1999 Stock Option Plan of Independent Bankshares, Inc. (previously filed) 10.1 Form of Incentive Stock Option Agreement (previously filed) 10.2 Form of Nonqualified Stock Option Agreement (previously filed) 10.3 Master Equipment Lease Agreement, dated December 24, 1992, between Independent Bankshares, Inc. and NCR Credit Corporation, Amendment to Master Equipment Lease Agreement dated concurrently therewith, and related form of Schedule and Commencement Certificate (Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993). 10.4 Loan Agreement, dated September 21, 1998, by and between Bank One, Texas, National Association and the Company and Independent Financial Corp. and First State Bank, National Association and related Promissory Note of the Company, Pledge Agreement of the Company and Pledge Agreement of Independent Financial Corp. (Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 22, 1998). 10.5 Agreement and Plan of Reorganization dated May 29, 1998, by and between the Company and Azle Bancorp (previously filed as Exhibit 1.1 to the Company's Current Report on Form 8-K dated June 19, 1998). 13.1 Annual Report to Shareholders for the year ended December 31, 1998 (previously filed). 21.1 Subsidiaries of Independent Bankshares, Inc. (previously filed) 23.1 Consent of PricewaterhouseCoopers LLP (previously filed) 23.2 Consent of Condley and Company, L.L.P. (filed herewith) 27.1 Financial Data Schedule (previously filed). EX-23 2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in the Amendment No. 1 to Annual Report on Form 10-K/A into Independent Bankshares, Inc.'s two currently effective Registration Statements on Form S-8 (SEC File No. 33-83112 and 333-075671) regarding the Company's Employee Stock Ownership/401(k) Plan. /s/ CONDLEY AND COMPANY, L.L.P. Certified Public Accountants Abilene, Texas June 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----