-----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, N+CNPXv/Z3JrplMbMlsis50TZYZYbYm8a7uwvQh2ePfXtlsKv0V+/vzOFhuyww03 R/FU65FyRUhbVVl7nXHIPQ== 0000930661-98-000943.txt : 19980504 0000930661-98-000943.hdr.sgml : 19980504 ACCESSION NUMBER: 0000930661-98-000943 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 SROS: AMEX 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: 98606713 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 FORM 10-K/A ================================================================================ 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, 1997 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: COMMON STOCK, PAR VALUE $0.25 PER SHARE 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. [ ] The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based on the market value of such stock on March 16, 1998, was $25,081,000. 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 16, 1998, 1,977,099 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, 1997, 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 28, 1998 - 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, 1997 to include the following information, financial statements, and exhibits required by Form 11-K with respect to the Independent Bankshares, Inc. Employee Stock Ownership/401(k) Plan ("Plan") for the year ended December 31, 1997. 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 CONTENTS -------- December 31, 1997 and 1996 Page ---- FINANCIAL STATEMENTS: Independent Auditors' Report 1 Statements of Net Assets Available for Plan Benefits 2 Statements of Changes in Net Assets Available for Plan Benefits 3 Notes to Financial Statements 4 SUPPLEMENTARY INFORMATION: Independent Auditors' Report on Supplementary Information 9 Schedule of Assets Held for Investment Purposes 10 Schedule of Reportable Transactions 11 [LETTERHEAD OF CONDLEY AND COMPANY, L.L.P. APPEARS HERE] - -------------------------------------------------------------------------------- March 25, 1998 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 plan benefits of the INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits 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 plan benefits of the INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. /s/ CONDLEY AND COMPANY, L.L.P. Certified Public Accountants INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ---------------------------------------------------- December 31, ----------------------- 1997 1996 ---------- ---------- ASSETS ------ CASH AND CASH EQUIVALENTS $ 65,371 $ 85,434 CONTRIBUTIONS RECEIVABLE 4,614 0 INVESTMENTS AT FAIR VALUE (NOTE 5) 3,128,348 1,861,924 NOTES RECEIVABLE (NOTE 6) 56,252 24,773 ACCRUED INCOME 285 60 ---------- ---------- TOTAL ASSETS 3,254,870 1,972,191 ACCRUED LIABILITIES 5,366 4,859 NOTE PAYABLE (NOTE 7) 193,832 0 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,055,672 $1,967,332 ========== ========== The accompanying notes are an integral part of the financial statements. 2 INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ---------------------------------------------------------------
Year Ended December 31, --------------------------- 1997 1996 ----------- ------------ ADDITIONS: Investment Income: Net unrealized appreciation in fair value of investments $ 1,093,94 $ 588,185 Dividend income 29,601 21,591 Interest income 9,038 6,343 Miscellaneous income 0 8 Gain on sale of investments 1,236 1,949 ---------- ---------- Total Investment Income 1,133,823 618,076 Employer contributions 99,690 76,751 Employee contributions 71,372 49,612 ---------- ---------- Total Additions 1,304,885 744,439 ---------- ---------- DEDUCTIONS: Distributions to participants 170,952 80,161 Administrative expenses 45,593 19,580 ---------- ---------- Total Deductions 216,545 99,741 ---------- ---------- NET INCREASE 1,088,340 644,698 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of Year 1,967,332 1,322,634 ---------- ---------- End of Year $3,055,672 $1,967,332 ========== ==========
The accompanying notes are an integral part of the financial statements. 3 INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 1997 and 1996 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 (ESOP), 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 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. 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. 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 4 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 forfeiture. The primary method of vesting forfeiture 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. 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. 5 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, 1997 and 1996, 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: 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 4: 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 5: INVESTMENTS The Plan's investments, at December 31, are presented in the following table: 6
1997 ---------------------------------------- Number of Shares Held Cost Fair Value ----------- --------- ------------- Independent Bankshares, Inc. Common Stock 154,199 $ 555,859 $ 3,035,793 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 --------- ------------ Total $ 643,162 $ 3,128,348 ========= ============
1996 ---------------------------------------- Number of Shares Held Cost Fair Value ----------- ---------- ------------- Independent Bankshares, Inc. Common Stock 112,672 $ 371,417 $ 1,789,231 Federated Managed Income Fund 891.7925 9,139 9,275 Federated Managed Growth & Income Fund 2,535.7119 26,970 28,070 Federated Managed Growth Fund 1,701.965 18,470 20,066 Federated Managed Aggressive Growth Fund 1,263.966 13,959 15,282 ---------- ------------ Total $ 439,955 $ 1,861,924 ========== ============
NOTE 6: NOTES RECEIVABLE Notes receivable from participants as of December 31, consist of the following:
1997 1996 ---------- ---------- Albert Jordan, originated December 16, 1997, at $15,800 with monthly payments of $500, including interest at 8.5% $ 15,800 $ 0 Luther Snell, originated November 15, 1997 at $13,000 with monthly payments of $270, including interest at 8.5% 12,821 0 Luther Snell, originated January 10, 1997, at $15,000 with monthly payments of $306, including interest at 8.25% 12,668 0
7
Randal Crosswhite, originated January 17, 1997, at $10,439 with monthly payments of $212, including interest at 8.25% 8,633 0 Carolyn Marshall, originated November 5, 1996, at $3,850 with monthly payments of $100, including interest at 8.75% 2,872 3,778 Joel Velasquez, originated August 18, 1997, at $2,322 with monthly payments of $165, including interest at 8.25% 2,126 0 Karen Timmons, originated November 15, 1997, at $1,387 with monthly payments of $65, including interest at 8.5% 1,332 0 Albert Jordan, originated December 13, 1996, at $9,000 with monthly payments of $408, including interest at 9% 0 9,000 Randal Crosswhite, originated December 23, 1996, at $8,500 with monthly payments of $173, including interest at 8.25% 0 8,500 Randal Crosswhite, originated March 29, 1995, at $2,600 with monthly payments of $163, including interest at 9% 0 1,938 Joel Velasquez, originated April 18, 1996, at $1,195 with monthly payments of $54, including interest at 8.25% 0 812 Karen Timmons, originated September 19, 1996, at $850 with monthly payments of $39, including interest at 8.5% 0 745 ---------- --------- Total $ 56,252 $ 24,773 ========== =========
NOTE 7: NOTE 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%(9.5% at December 31, 1997). The loan is scheduled to mature in January, 2004. The balance at December 31, 1997, was $193,832. The following is a five-year maturity schedule of the note payable: 1998 $ 24,437 1999 26,862 2000 29,528 2001 32,459 2002 35,680 Subsequent 44,866 ------------- Total $ 193,832 ============= 8 [LETTERHEAD OF CONDLEY AND COMPANY, L.L.P APPEARS HERE] March 25, 1998 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 9 INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN EIN 75-1717279 Plan No. 003 ------------ Plan Year Ended December 31, 1997 Item 30a - Schedule of Assets Held for Investment Purposes
a b c d - - - - Description of Investment, Including Maturity Date, Rate Identity of Issuer, Borrower, of Interest, Collateral, Par or Current Lessor, or Similar Party Maturity Value Cost Value - ------------------------------------ ------------------------------------ -------------- -------------- Independent Bankshares, Inc. 154,199 shares of $0.25 par value Common Stock $ 555,859 $ 3,035,793 Federated Managed Income Fund 839.7655 fund units 8,688 9,011 Federated Managed Growth & Income Fund 3,210.2689 fund units 34,890 36,533 Federated Managed Growth Fund 1,768.955 fund units 20,162 21,564 Federated Managed Aggressive Growth Fund 1,974.148 fund units 23,563 25,447
10 INDEPENDENT BANKSHARES, INC. EMPLOYEE STOCK OWNERSHIP / 401(k) PLAN EIN 75-1717279 Plan No. 003 ------------ Plan Year Ended December 31, 1997 Item 30d - Schedule of Reportable Transactions
a b c d e f g h i - - - - - - - - - Description of Current Asset (Include Expense Value of Identity of Interest Rate Incurred Asset on Party and Maturity in Purchase Selling Lease With Cost of Transaction Net Gain Involved case of a Loan) Price Price Rental Transaction Asset Date or (Loss) - ---------------- ------------------------- ---------- --------- -------- ----------- ---------- ----------- ---------- Independent Purchase of 18,750 $ 213,750 N/A N/A $ 0 $ 213,750 $ 213,750 N/A Bankshares, shares, adjusted for the Inc. 25% stock dividend in May 1997, of Common Stock of the Company
11 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 the original Annual Report on Form 10-K. 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) 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) 10.1 Form of Nonqualified Option Agreement (Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992) 10.2 Loan Agreement dated January 23, 1997, by and among Independent Bankshares, Inc. and Boatmen's First National Bank of Amarillo and related Variable Rate Promissory Note dated January 23, 1997, Security Agreement dated January 23, 1997 and Third Party Pledge Agreement dated January 23, 1997, executed by Independent Financial Corp. (Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996) 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 Agreement and Plan of Reorganization dated July 11, 1996, between the Company and Crown Park Bancshares, Inc. and Agreement and Plan of Merger dated July 11, 1996 between Western National Bank and First State, N.A. Abilene (Exhibit 1.1 to the Company's Current Report on Form 8-K dated July 11, 1996) 13.1 Annual Report to Shareholders for the year ended December 31, 1997 (previously filed) 21.1 Subsidiaries of Independent Bankshares, Inc. (Exhibit 21.1 to the Company's Registration Statement on Form S-1, SEC File No. 333-16419) 23.1 Consent of Coopers & Lybrand L.L.P. (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. None 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: April 30, 1998 INDEPENDENT BANKSHARES, INC. By: /s/ Bryan W. 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) 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) 10.1 Form of Nonqualified Option Agreement (Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992) 10.2 Loan Agreement dated January 23, 1997, by and among Independent Bankshares, Inc. and Boatmen's First National Bank of Amarillo and related Variable Rate Promissory Note dated January 23, 1997, Security Agreement dated January 23, 1997 and Third Party Pledge Agreement dated January 23, 1997 executed by Independent Financial Corp. (Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996) 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 Agreement and Plan of Reorganization dated July 11, 1996, between the Company and Crown Park Bancshares, Inc. and Agreement and Plan of Merger dated July 11, 1996 between Western National Bank and First State, N.A. Abilene (Exhibit 1.1 to the Company's Current Report on Form 8-K dated July 11, 1996) 13.1 Annual Report to Shareholders for the year ended December 31, 1997 (previously filed) 21.1 Subsidiaries of Independent Bankshares, Inc. (Exhibit 21.1 to the Company's Registration Statement on Form S-1, SEC File No. 333-16419) 23.1 Consent of Coopers & Lybrand L.L.P. (previously filed) 23.2 Consent of Condley and Company, L.L.P. (filed herewith) 27.1 Financial Data Schedule (previously filed) EX-23.2 2 CONSENT OF CONDLEY AND COMPANY, L.L.P. EXHIBIT 23.2 CONSENT OF CONDLEY AND COMPANY, L.L.P. As independent public accountants, we hereby consent to the incorporation of our reports included in this 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 333-07567) regarding the Company's Employee Stock Ownership/401(k) Plan. /s/ CONDLEY AND COMPANY, L.L.P. Certified Public Accountants Abilene, Texas April 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----