UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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x
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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INTERNATIONAL
BANCSHARES CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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INTERNATIONAL BANCSHARES CORPORATION
Post Office Drawer 1359
Laredo, Texas 78042-1359
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 2008
NOTICE
IS HEREBY GIVEN that the Special Meeting of Shareholders (the Special Meeting)
of International Bancshares Corporation (the Company) will be held at the
Company facility located at 2416 Jacaman Road, Laredo, Texas 78045
, on
Monday, December 8, 2008 at 7:00 p.m., local time
, for the
following purposes:
(1)
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To act on a proposed
amendment to the Companys Articles of Incorporation to authorize issuance of
up to 25,000,000 shares of preferred stock;
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(2)
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To grant management the
authority to adjourn, postpone or continue the Special Meeting; and
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(3)
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To transact such other
business as may lawfully come before the meeting or any adjournment thereof.
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Shareholders
of record at the close of business on November 6, 2008, are entitled to
notice of and to vote at the Special Meeting and any postponements or
adjournments thereof.
Pursuant
to new rules promulgated by the Securities and Exchange Commission, we
have elected to provide access to our proxy materials both by sending you this
full set of proxy materials, including a proxy card, and by notifying you of
the availability of our proxy materials on the Internet. The enclosed proxy
statement is available on our website at
www.ibc.com
,
under the heading Investors in the section for SEC Filings. Additionally,
and in accordance with SEC rules, you may access our Proxy Statement at http://materials.proxyvote.com/459044,
which does not have cookies that identify visitors to the site.
In
order to ensure the representation of a quorum at the Special Meeting,
shareholders who do not expect to attend the Special Meeting in person are
urged to sign the enclosed proxy and return it promptly to the Trust Division,
International Bank of Commerce,
P. O. Drawer 1359, Laredo, Texas 78042-1359. A return envelope is enclosed for
that purpose.
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INTERNATIONAL BANCSHARES
CORPORATION
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Dennis E. Nixon
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President
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Dated:
November , 2008
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INTERNATIONAL BANCSHARES CORPORATION
1200 San Bernardo Avenue
Laredo, Texas 78040
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES, AVAILABILITY
OF PROXY MATERIALS AND VOTING OF PROXIES AND SHARES
Solicitation
and Revocation of Proxies
The
Board of Directors of International Bancshares Corporation, a Texas corporation
(the Company) is soliciting proxies to be used at the Special Meeting of
Shareholders (the Special Meeting) to be held on Monday, December 8,
2008 at 7:00 p.m., local time, at the Company facility located at 2416
Jacaman Road, Laredo, Texas 78045 The Company will pay for the cost of the
proxy preparation and solicitation, including the reasonable charges and
expenses of brokerage firms, banks or other nominees for forwarding proxy
materials to street name holders.
It
is expected that the solicitation of proxies will be primarily by mail. Proxies
may also be solicited personally or by telephone by regular employees of the
Company. No additional compensation will be paid to employees for such
services. Any shareholder giving a proxy has the power to revoke it at any time
prior to the voting of the proxy by giving notice in person or in writing to
the Secretary of the Company at 1200 San Bernardo Avenue, Laredo, Texas 78040
or by appearing at the Special Meeting, giving notice of revocation of the
proxy and voting in person. The approximate date on which this proxy statement
and the accompanying form of proxy are first sent or given to security holders
is November , 2008.
Important
Notice Regarding Availability of Proxy Materials For Special Meeting To Be Held
On December 8, 2008
Pursuant
to new rules promulgated by the Securities and Exchange Commission, we
have elected to provide access to our proxy materials both by sending you this
full set of proxy materials, including a proxy card, and by notifying you of
the availability of our proxy materials on the Internet. This proxy statement
is available on our website at
www.ibc.com
,
under the heading Investors in the section for SEC Filings. The information
found on or otherwise accessible through our website is not incorporated by
reference into, and is not otherwise a part of, this Proxy Statement. Additionally, and in accordance with new SEC
rules, you may access our Proxy Statement at
http://materials.proxyvote.com/459044, which does not have cookies that
identify visitors to the site, and thus protects your privacy.
Voting of
Proxies and Shares
Only
holders of record of common stock, par value $1.00 per share (Common Stock),
of the Company at the close of business on November 6, 2008 (the Record
Date), shall be entitled to vote at the Special Meeting. There were
shares of Common
Stock issued and outstanding on the Record Date held of record by approximately
shareholders. Each
owner of record on the Record Date is entitled to one vote for each share of
Common Stock held.
All
shares entitled to vote represented by a properly executed and unrevoked proxy
received in time for the Special Meeting will be voted at the Special Meeting
in accordance with the instructions given, but, in the absence of instructions
to the contrary, such shares will be voted affirmatively. Persons empowered as
Proxies will also be empowered to vote in their discretion upon such other
matters as may properly come before the meeting or any adjournment or
postponement thereof. Each of the Proxies will have the power to appoint his
substitute. Any of the Proxies, or their respective substitutes, who shall be
present and acting at the Special Meeting, shall have and may exercise all the
powers granted to the Proxies.
A
quorum for the transaction of business at the Special Meeting requires
representation, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of Common Stock. The judges of election will
treat abstentions and broker non-votes as shares that are present for purposes
of determining the presence of a quorum for the transaction of business at the
Special Meeting. A quorum with respect to any specific proposal to be voted on
at the Special Meeting requires representation, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of Common Stock entitled
to vote on the proposal. Abstentions will be treated
as present and entitled to
vote with respect to any proposal submitted to the shareholders for a vote for
purposes of determining both the presence of a quorum with respect to such
proposal and the approval of such proposal. If a broker indicates on a proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, the holder(s) of such shares will not be considered as
present and entitled to vote with respect to such matter for purposes of
determining either the presence of a quorum with respect to such matter or the
approval of such matter. With respect to any proposal other than the Amendment
of the Articles, such proposal shall be determined by the affirmative vote of
the holders of a majority of the shares of Common Stock represented, in person
or by proxy, at the Special Meeting and entitled to vote thereon. Thus,
abstentions with respect to any such matter will have the same legal effect as
a vote against such matter, while broker non-votes will not affect the outcome
of such matter. With respect to the
proposal to amend the Companys Articles of Incorporation, such proposal
requires the affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock as of the Record Date. Thus, abstentions and broker non-votes will
have the same legal effect as a vote against such proposal.
Special
Meeting Admission
If
you wish to attend the Special Meeting in person, you must present a form of
personal identification. If you are a beneficial owner of Company Common Stock
that is held of record by a bank, broker or other nominee, you will also need
proof of ownership to be admitted to the meeting. A recent brokerage statement
or a letter from your bank or broker are examples of proof of ownership. No
cameras, recording equipment, or electronic devices will be permitted in the
meeting.
PROPOSAL1
AMENDMENT TO ARTICLES OF INCORPORATION
The Companys Board of
Directors adopted, subject to shareholder approval, an amendment to Article IV
of the Companys Articles of Incorporation, as amended, that authorizes the
issuance of 25,000,000 shares of blank check preferred stock, par value $0.01
per share. The Company currently has 275,000,000 shares of authorized Common
Stock, but it is not authorized to issue preferred stock. The full text of the
proposed amendment is attached to this proxy statement as Appendix A, and the
following description is qualified in its entirety by Appendix A.
The preferred stock is
referred to as a blank check because the Board of Directors, in its
discretion, will be authorized to provide for the issuance of all or any shares
of the preferred stock in one or more series, specifying the number of shares to
be included in the series, the distinguishing designations of each series and
the designations, preferences, limitations and relative rights, including
voting rights, applicable to each series, subject to the limitations of Texas
law. The authority of the Board of Directors with respect to each series will
include, without limitation, the right to determine:
·
Redemption price or prices and timing;
·
Dividend rates (which may be cumulative or
non-cumulative), conditions, and timing, as well as preferences in relation to
the dividends payable on any other class or series;
·
Rights upon the dissolution, or upon any
distribution of the assets, of the Company;
·
Conversion or exchange rights, including the
price or prices and rates of conversion or exchange and adjustments, if any;
·
Limitations on the issuance of additional
shares of such class or series, or shares of any other class or series of
preferred stock;
·
Voting rights; and
·
Other preferences, powers, qualifications,
rights and privileges, all as the Board of Directors may deem advisable and as
are not inconsistent with law and the provisions of the Articles of
Incorporation.
No further authorization
will be required from the Companys shareholders for any of the above-described
actions, except as may be required for a particular transaction by applicable
law or regulation.
Under the proposed amendment,
the Company will have a total of 300,000,000 authorized shares of stock, of
which 275,000,000 shares are Common Stock and 25,000,000 shares are preferred
stock.
Reason for the Authorization of Blank Check
Preferred Stock
In
connection with the recent turbulence in the financial markets, on October 14,
2008, the United States Department of the Treasury (the Treasury Department)
announced a capital purchase program pursuant to which it will purchase up to
$250 billion of preferred stock to be issued by eligible U.S. banks, savings
associations and their holding companies (the Program). While the Companys capital ratios remain
well above the minimum levels required for well capitalized status, management
is considering participating in the Program because the Program may offer
significant benefits to the Company by providing the Company an additional
layer of capital. The Program requires
the issuance of preferred stock and it is therefore necessary for the Company
to amend its Articles of Incorporation to authorize the issuance of preferred
stock in order for the Company to be eligible to participate in the
Program. The maximum amount of preferred
stock that the Company would be eligible to sell to the Treasury Department
under the Program would be 3% of the Companys total risk weighted assets as of
September 30, 2008, or approximately $200,000,000. The sale of preferred stock to the Treasury
Department would be for cash in an amount constituting fair value of the
securities.
In
addition to enabling the Company to consider participation in the Program,
authorizing blank check preferred stock would provide the Company with
flexibility to raise capital, structure acquisitions and to otherwise meet
corporate needs. Authorizing the
preferred stock would permit the Companys Board of Directors to determine the
exact terms of the series of preferred stock at the time of issuance and to
issue such stock without further shareholder approvals or delay and thereby
provide the Company with maximum flexibility with respect to capital
matters. The preferred stock would
enable the Company to respond promptly to and take advantage of market
conditions and other favorable opportunities without incurring the delay and expense
associated with calling a special shareholders meeting to approve a
contemplated stock issuance. The Board
of Directors believes that this will also help to reduce costs because it will
not need to seek additional shareholder approval to issue the preferred shares
unless it is required to obtain shareholder
approval for the transaction
under the rules of any quotation board or stock exchange to which it is
subject. Although the Company presently
contemplates no particular transaction involving the issuance of preferred
stock other than participating in the Program pursuant to the Emergency
Economic Stabilization Act of 2008, the Companys management acknowledges that
preferred stock may be a component in future capital raising initiatives of the
Company. The terms and conditions of the
Program are contained in information and documentation that is or will be
available from the Treasury Department on its website at
http://www.treas.gov/. The Treasury
Department is currently in the process of finalizing the documentation. If the Company participates in the Program,
the Company must adopt the Treasury Departments standards for executive
compensation and corporate governance for the period during which the Treasury
Department holds any equity in the Company under the Program. The Treasury Departments Summary of Senior
Preferred Terms, as of the date of this filing, summarizes the terms of its
proposed investment in the securities of the Company issued under the Program
and is attached hereto as Appendix B.
The terms of the Program and the documentation are subject to further
changes by the Treasury Department.
Under
the Program, the Treasury Department would purchase from the Company cumulative
perpetual preferred stock. The preferred
stock would be senior to the Companys Common Stock and would pay cumulative
dividends at a rate of 5% per annum until the fifth anniversary date of the
issuance and thereafter at a rate of 9% per annum (the Senior Preferred Shares). The redemption of the Senior Preferred Shares
would be subject to the provisions of the Program. As long as the Senior Preferred Shares were
outstanding, the Company would not be able to declare or pay dividends on any
Common Stock unless all dividends on the Senior Preferred Shares had been paid
in full. Furthermore, unless the Senior
Preferred Shares are redeemed or fully transferred to third parties, until the
third anniversary of the investment of the Treasury Department, any increase in
the Common Stock dividends would be prohibited without the prior approval of the
Treasury Department.
Possible Adverse Effects of the Proposal
The authorization of
preferred shares will not have any immediate effect on the rights of existing
shareholders; however, the later issuance of preferred stock by the Board of
Directors may have certain adverse effects upon our current holders of Common
Stock. The issuance of preferred stock with disproportionately high voting
rights generally or with respect to particular matters will adversely affect
the voting power of holders of Common Stock. Further, a series of preferred
stock convertible into or redeemable for Common Stock may be issued by the
Board of Directors. The issuance of Common Stock upon the conversion of
preferred stock will increase the number of shares of Common Stock outstanding,
diluting the percentage ownership of existing shareholders. If the Company
participates in the Program, the Company will be required to issue warrants to
the Treasury Department to purchase a number of shares of Common Stock having
an aggregate market price equal to 15% of the preferred stock issued to the
Treasury Department, diluting the percentage ownership of existing holders of
Common Stock accordingly. The initial
exercise price for the warrants and the market price for determining the number
of shares of Common Stock subject to the warrants, will be determined by
reference to the market price of the Common Stock on the date of the investment
by the Treasury Department in the preferred stock (calculated on a 20-day
trailing average), subject to customary anti-dilution adjustments. The issuance of Common Stock upon a
conversion may also dilute book value per share and/or earnings per share.
Holders of our stock will not have pre-emptive rights with respect to the
preferred stock or Common Stock issued upon the conversion of shares of
preferred stock. Finally, shares of preferred stock generally are preferred to
common stock with respect to dividend rights and distributions in the event of
liquidation. As a result, holders of our Common Stock may not receive any
dividends or distributions in the event of liquidation until satisfaction of
any dividend or liquidation preference granted to holders of preferred
stock. Other than considering
participation in the Program, the Company currently has no arrangements,
commitments or plans with respect to the issuance of any of the shares of
preferred stock as to which authorization is sought.
Possible Anti-Takeover Effects of the Proposal
The authorization of blank
check preferred stock may operate to provide anti-takeover protection for the
Company. In the event of a proposed merger, tender offer or other attempt to
gain control of the Company that the Board of Directors does not believe is in
the best interests of the Company or its shareholders, the Board of Directors
will have the ability to quickly issue shares of preferred stock with certain
rights, preferences and limitations that make the proposed takeover attempt
more difficult to complete. Blank check preferred stock may also be used in
connection with the issuance of a shareholder rights plan, sometimes called a poison
pill.
The authorization to issue
preferred stock may also benefit present management. A potential acquiror may
be discouraged from attempting a takeover because the Board of Directors
possesses the authority to issue preferred stock. Thus, management may be able
to retain its position more easily. The Board of Directors, however, does not
intend to issue any preferred stock except on terms that the Board of Directors
deems to be in the best interest of the Company and its shareholders.
This proposal is not in
response to any attempt to acquire control of the Company, nor is the Company
aware of any such attempt. Further, it is not an effort by management of the
Company to make it more difficult to replace incumbent management. Finally,
this proposal is not part of a plan by the Company to adopt a series of
anti-takeover measures, nor does the Company have any present intention of
proposing the adoption of anti-takeover measures in the future.
Vote Required for Approval
Approval of the Amendment of
Article IV requires the affirmative vote of the holders of a majority of
the shares of Common Stock entitled to vote on such matter.
THE BOARD
OF DIRECTORS HAS APPROVED AND RECOMMENDS THAT YOU VOTE FOR THE PROPOSED
AMENDMENT TO ARTICLE IV OF THE COMPANYS ARTICLES OF INCORPORATION
. Unless otherwise specified, all properly
executed proxies received by the Company will be voted in favor of the approval
of the amendment.
PROPOSAL2
ADJOURNMENT, POSTPONEMENT OR CONTINUATION OF THE
SPECIAL MEETING
If
at the Special Meeting the number of shares of the Companys Common Stock
present or represented and voting in favor of Proposal 1 is insufficient to
approve Proposal 1, the Companys management may move to adjourn, postpone or
continue the Special Meeting in order to enable its Board of Directors to
continue to solicit additional proxies in favor of the proposal to amend the
Articles of Incorporation; however, the Special Meeting may not be adjourned,
postponed or continued to a date later than December 30, 2008. In that
event, you will be asked to vote only upon the adjournment, postponement or
continuation proposal and not Proposal 1.
In
this proposal, the Company is asking you to authorize the holder of any proxy
solicited by its Board of Directors to vote in favor of adjourning, postponing
or continuing the Special Meeting and any later adjournments. If the Companys shareholders approve the
adjournment, postponement or continuation proposal, the Company could adjourn,
postpone or continue the Special Meeting, and any adjourned session of the
Special Meeting, to use the additional time to solicit additional proxies in
favor of Proposal 1, including the solicitation of proxies from the
shareholders that have previously voted against such proposal to amend the
Companys Articles of Incorporation.
Among other things, approval of the adjournment, postponement or
continuation proposal could mean that, even if proxies representing a
sufficient number of votes against Proposal 1 have been received, the Company
could adjourn, postpone or continue the Special Meeting without a vote on
Proposal 1 and seek to convince the holders of those shares to change their
votes to vote in favor of the approval of Proposal 1.
Approving
the adjournment, postponement or continuation proposal requires the affirmative
vote of the holders of a majority of the shares of Common Stock represented, in
person or by proxy, at the Special Meeting and entitled to vote thereon. Thus, abstention with respect to any such
matter will have the same legal effect as a vote against such matter, while
broker non-votes will not affect the outcome of such matter, because such shares
will not be considered as present and entitled to vote with respect to such
matter. No proxy that is specifically
marked AGAINST Proposal 1 will be voted in favor of the adjournment,
postponement or continuation proposal, unless the proxy is specifically marked
FOR the discretionary authority to adjourn, postpone or continue the Special
Meeting to a later date.
The
Companys Board of Directors believes that if the number of shares of its
Common Stock present or represented at the Special Meeting and voting in favor
of Proposal 1 is insufficient to approve the amendment, it is in the best
interests of the shareholders to enable the Board of Directors, for a limited
period of time, to continue to seek to obtain a sufficient number of additional
votes to approve the amendment.
THE BOARD OF DIRECTORS HAS APPROVED AND RECOMMENDS A VOTE
FOR THE PROPOSAL TO GRANT MANAGEMENT THE DISCRETIONARY AUTHORITY TO ADJOURN
THE SPECIAL MEETING TO A DATE NOT LATER THAN DECEMBER 30, 2008.
SECURITY OWNERSHIP OF MANAGEMENT
Based
upon information received from the persons concerned, each of whom is a
director, the following individuals and all directors and executive officers of
the Company as a group owned beneficially as of November 6, 2008, the
number and percentage of outstanding shares of Common Stock of the Company
indicated in the following table:
Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
of Common Stock
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Percent
of Class
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Irving Greenblum(1)
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634,484
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*
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R. David Guerra(2)
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340,207
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+
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*
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Daniel B. Hastings, Jr.
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159,018
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*
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Richard E. Haynes
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45,760
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*
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Imelda Navarro(3)
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293,917
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+
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*
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Sioma Neiman(4)
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618,736
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.90
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%
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Peggy J. Newman
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17,016
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*
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Dennis E. Nixon(5)
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2,414,272
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3.52
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%
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Leonardo Salinas(6)
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114,926
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*
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A. R. Sanchez Jr.(7)
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12,991,496
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18.95
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%
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All Directors and Executive Officers as a
group(10) persons)(8)
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17,629,832
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25.71
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%
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* Ownership of less than one
percent
+ Includes shares which are
issuable upon the exercise of options exercisable on or prior to January 6,
2009 (currently exercisable options).
(1)The holdings shown for Mr. Greenblum
include 88,331 shares held in a family limited partnership, which he has the
power to dispose of and to vote. The holdings for Mr. Greenblum include
77,457 shares held in his wifes name.
(2)The holdings shown for Mr. Guerra
include 9,976 shares issuable upon the exercise of currently exercisable
options. The holdings shown for Mr. Guerra include 308,231 shares held
jointly with his wife and 22,000 shares held in a family limited partnership,
which he has the power to dispose of and to vote.
(3)The holdings shown for Ms. Navarro
include 7,538 shares issuable upon the exercise of currently exercisable
options.
(4)The holdings shown for Mr. Neiman
are in the name of Inar Investments, Corp., of which he is the Managing
Director.
(5)The holdings shown for Mr. Nixon
include 72,814 shares held in his wifes name.
(6)The holdings shown for Mr. Salinas
include 51,562 shares held in a family limited partnership, which he has the
power to dispose of and to vote.
(7)Mr. Sanchez owns
directly and has the sole power to vote and to dispose of 2,949,556 shares. The
shares shown for Mr. Sanchez include 2,848,835 shares owned by the Alicia
M. Sanchez Charitable Lead Annuity Trust. Mr. Sanchez serves as a trustee
of this trust and has the sole power to vote and dispose of such shares. The
shares shown for Mr. Sanchez also include 4,062,115 additional shares held
by trusts in which various family members, including his children, have a
vested interest in the income and corpus and for which Mr. Sanchez serves
as trustee or co-trustee. Of such amount, Mr. Sanchez has shared power to
vote and to dispose of 950,398 shares and has sole power to vote and to dispose
of 3,111,717 shares. The shares shown for Mr. Sanchez also include (i) 475,723
shares held indirectly by a limited partnership, the general partner of which
is a limited liability company for which Mr. Sanchez serves as a manager; (ii) 2,216,486
shares held by a limited partnership, the managing general partner of which is
a corporation of which Mr. Sanchez is the president and sole shareholder;
and (iii) 438,781 shares held by the A. R. Tony and Maria J. Sanchez
Family Foundation, of which Mr. Sanchez is a director.
(8)The holdings shown for
all directors and executive officers as a group include 17,514 shares issuable
upon the exercise of currently exercisable options.
Except
as reflected in the notes to the preceding table, each of the individuals
listed in the table owns directly the number of shares indicated in the table
and has the sole power to vote and to dispose of such shares.
PRINCIPAL SHAREHOLDERS
Insofar
as is known to the Company, no person beneficially owned, as of November 6,
2008, more than five percent of the outstanding Common Stock of the Company,
except as follows:
Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
of Common Stock
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Percent
of Class
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A. R.
Sanchez Jr.(1)
P.O. Box 2986
Laredo, Texas 78040
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12,991,496
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18.95
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%
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Wellington
Management Company, LLP(2)
75 State Street
Boston, Massachusetts 02109
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3,570,146
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5.21
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%
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(1)Mr. Sanchez owns
directly and has the sole power to vote and to dispose of 2,949,556 shares. The
shares shown for Mr. Sanchez include 2,848,835 shares owned by the Alicia
M. Sanchez Charitable Lead Annuity Trust. Mr. Sanchez serves as a trustee
of this trust and has the sole power to vote and dispose of such shares. The
shares shown for Mr. Sanchez also include 4,062,115 additional shares held
by trusts in which various family members, including his children, have a
vested interest in the income and corpus and for which Mr. Sanchez serves
as trustee or co-trustee. Of such amount, Mr. Sanchez has shared power to
vote and to dispose of 950,398 shares and has sole power to vote and to dispose
of 3,111,717 shares. The shares shown for Mr. Sanchez also include (i) 475,723
shares held indirectly by a limited partnership, the general partner of which
is a limited liability company for which Mr. Sanchez serves as a manager; (ii) 2,216,486
shares held by a limited partnership, the managing general partner of which is
a corporation of which Mr. Sanchez is the president and sole shareholder;
and (iii) 438,781 shares held by the A. R. Tony and Maria J. Sanchez
Family Foundation, of which Mr. Sanchez is a director.
(2)Wellington Management
Company, LLP (Wellington), in its capacity as investment adviser, may be
deemed to beneficially owned 3,498,053 shares which are held of record by
clients of Wellington. Wellington has shared voting power over 2,360,717 shares
and shared dispositive power over 3,459,833 shares. Information relating to
this shareholder is based on the shareholders Schedule 13G, filed with the
Securities and Exchange Commission on February 14, 2008, as updated
according to publicly available information on NASDAQ regarding their holdings
as of June 30, 2008.
ADDITIONAL COMPANY INFORMATION
The Company files reports,
proxy statements and other information with the SEC under the Securities
Exchange Act of 1934, as amended. The
SEC maintains an internet worldwide website that contains reports, proxy
statements and other information about issuers, including the Company, who file
electronically with the SEC. The address
of that site is http://www.sec.gov. The
Company maintains a website that includes the Companys reports and proxy
statements that it files with the SEC at www.ibc.com under the heading Investors
in the section for SEC Filings. The
information found on or otherwise accessible through our website is not
incorporated by reference into, and is not otherwise a part of, this Proxy
Statement. Additionally, and in
accordance with SEC rules, you may access our Proxy Statement at
http://materials.proxyvote.com/459044.
SHAREHOLDER PROPOSALS FOR 2009 SPECIAL MEETING
Pursuant
to Article II, Section 12(B) of the Amended and Restated By-Laws
of the Company (the Bylaws), only such business shall be conducted at a
special meeting of shareholders as shall have been brought before the meeting
pursuant to the Companys notice of meeting.
The 2009 Annual Meeting of Shareholders will be held on May 18,
2009. In connection with the Companys next Annual Meeting, shareholder
proposals which are not submitted for inclusion in the Companys proxy
materials pursuant to Rule 14a-8 under the Exchange Act may be brought
before an Annual Meeting pursuant to Article II, Section 12 of the
Bylaws, which provides that business at an Annual Meeting of shareholders must
be (a) pursuant to the Companys notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any shareholder of the
Company who was a shareholder of record at the time of giving of notice
provided for in Article II, Section 12 of the Bylaws, who is entitled
to vote at the meeting and who complies with the notice procedures set forth in
Article II, Section 12 of the Bylaws. For business to be properly
brought before an Annual Meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Companys Secretary.
To
be timely, a shareholders notice for business to be brought before the Annual
Meeting shall be delivered to the Secretary of the Company at 1200 San Bernardo
Avenue, Laredo, Texas 78042 not later than the close of business on the 60
th
day nor earlier than the close of business on
the 90
th
day prior to the first
anniversary of the preceding years Annual Meeting; provided, however, that in
the event that the date of the Annual Meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the close of business on the 90
th
day prior to such Annual Meeting and not later
than the close of business on the later of the 60
th
day
prior to such Annual Meeting or the 10
th
day
following the day on which public announcement of the date of such meeting is
first made by the Company. The Companys 2009 Annual Meeting is scheduled for May 18,
2009. Thus, a shareholder notice must be
received by the Company no later than March 21, 2009 and no earlier than February 19,
2009. If the date of the 2009 Annual
Meeting is changed, these dates may change. Such shareholders notice is
required to set forth, as to each matter the shareholder proposes to bring
before an Annual Meeting, certain information specified in the Bylaws. A copy
of the Bylaws of the Company may be obtained from the Secretary of the Company
at the address set forth above.
Proposals
from shareholders which are intended to be included in the proxy statement relating
to the Companys 2009 Annual Meeting of Shareholders must comply with Rule 14a-8
under the Exchange Act and must be received in writing by the Company at its
principal executive offices at the address set forth above no later than December 20,
2008.
OTHER MATTERS
No
business other than the matters set forth in this proxy statement is expected
to come before the meeting, but should any other matters requiring a vote of
shareholders properly arise, including matters relating to the conduct of the Special
Meeting, the persons named in the accompanying proxy will vote thereon
according to their best judgment in the interest of the Company.
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INTERNATIONAL BANCSHARES
CORPORATION
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Dennis E. Nixon
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President
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Dated: ,
2008
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THE ENCLOSED
PROXY STATEMENT IS AVAILABLE ON OUR WEBSITE AT
WWW.IBC.COM
UNDER THE HEADING INVESTORS IN THE SECTION FOR SEC FILINGS.
ADDITIONALLY, AND IN ACCORDANCE WITH SEC RULES, YOU MAY ACCESS OUR PROXY
STATEMENT AT http://materials.proxyvote.com/459044, WHICH WEBSITE DOES NOT HAVE
COOKIES THAT IDENTIFY VISITORS TO THE SITE, AND THUS PROTECTS THE PRIVACY OF
VISITORS TO THE SITE.
INTERNATIONAL
BANCSHARES CORPORATION
P. O.
Drawer 1359
Laredo,
Texas 78042-1359
(956)
722-7611
APPENDIX A
The proposed amendment would cause Article IV of the Companys
Articles of Incorporation to be amended to read in its entirety as follows:
The aggregate
number of shares of all classes of stock which the corporation shall have the
authority to issue is Three Hundred Million (300,000,000) shares, of which Two
Hundred Seventy Five Million (275,000,000) shares shall be designated Common
Stock of the par value of One Dollar ($1.00) per share and Twenty-Five Million
(25,000,000) shares shall be designated Preferred Stock of the par value of One
Cent ($0.01) per share. The Preferred
Stock may be divided into and issued in one or more series. The Board of Directors of the corporation is
expressly authorized to establish series of unissued shares of Preferred Stock
and to fix and determine the designations, preferences, limitations and
relative rights, including voting rights, of the shares of such series in a
resolution or resolutions adopted by the Board of Directors providing for the
issue of Preferred Stock of such series.
APPENDIX B
TARP Capital Purchase Program
Senior Preferred Stock and Warrants
Summary of Senior Preferred Terms
Issuer:
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Qualifying Financial
Institution (QFI) means (i) any U.S. bank or U.S. savings association
not controlled by a Bank Holding Company (BHC) or Savings and Loan Holding
Company (SLHC); (ii) any U.S. BHC, or any U.S. SLHC which engages only
in activities permitted for financial holdings companies under
Section 4(k) of the Bank Holding Company Act, and any U.S. bank or
U.S. savings association controlled by such a qualifying U.S. BHC or U.S.
SLHC; and (iii) any U.S. BHC or U.S. SLHC whose U.S. depository
institution subsidiaries are the subject of an application under
Section 4(c)(8) of the Bank Holding Company Act; except that QFI shall
not mean any BHC, SLHC, bank or savings association that is controlled by a
foreign bank or company. For purposes of this program, U.S. bank, U.S.
savings association, U.S. BHC and U.S. SLHC means a bank, savings
association, BHC or SLHC organized under the laws of the United States or any
State of the United States, the District of Columbia, any territory or
possession of the United States, Puerto Rico, Northern Mariana Islands, Guam,
American Samoa, or the Virgin Islands.
The
United States Department of the Treasury will determine eligibility and
allocation for QFIs after consultation with the appropriate Federal banking
agency.
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Initial
Holder:
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United States Department
of the Treasury (the UST).
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Size:
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QFIs may sell preferred to
the UST subject to the limits and terms described below.
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Each QFI may issue an
amount of Senior Preferred equal to not less than 1% of its risk-weighted
assets and not more than the lesser of (i) $25 billion and (ii) 3%
of its risk-weighted assets.
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Security:
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Senior Preferred,
liquidation preference $1,000 per share. (Depending upon the QFIs available
authorized preferred shares, the UST may agree to purchase Senior Preferred
with a higher liquidation preference per share, in which case the UST may
require the QFI to appoint a depositary to hold the Senior Preferred and
issue depositary receipts.)
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Ranking:
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Senior to common stock and
pari passu with existing preferred shares other than preferred shares which
by their terms rank junior to any existing preferred shares.
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Regulatory
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Capital
Status:
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Tier l.
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Term:
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Perpetual life.
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Dividend:
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The Senior Preferred will
pay cumulative dividends at a rate of 5% per annum until the fifth
anniversary of the date of this investment and thereafter at a rate of 9% per
annum. For Senior Preferred issued by banks which are not subsidiaries of
holding companies, the Senior Preferred will pay non-cumulative dividends at
a rate of 5% per annum until the fifth anniversary of the date of this investment
and thereafter at a rate of 9% per annum. Dividends will be payable quarterly
in arrears on February 15, May 15, August 15 and
November 15 of each year.
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Redemption:
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Senior Preferred may not
be redeemed for a period of three years from the date of this investment,
except with the proceeds from a Qualified Equity Offering (as defined below)
which results in aggregate gross proceeds to the QFI of not less than 25% of
the issue price of the Senior Preferred. After the third anniversary of the
date of this investment, the Senior Preferred may be redeemed, in whole or in
part, at any time and from time to time, at the option of the QFI. All
redemptions of the Senior Preferred shall be at 100% of its issue price, plus
(i) in the case of cumulative Senior Preferred, any accrued and unpaid
dividends and (ii) in the case of non-cumulative Senior Preferred,
accrued and unpaid dividends for the then current dividend period (regardless
of whether any dividends are actually declared for such dividend period), and
shall be subject to the approval of the QFIs primary federal bank regulator.
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Qualified Equity
Offering shall mean the sale by the QFI after the date of this investment of
Tier 1 qualifying perpetual preferred stock or common stock for cash.
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Following the redemption
in whole of the Senior Preferred held by the UST, the QFI shall have the
right to repurchase any other equity security of the QFI held by the UST at
fair market value.
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Restrictions
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on
Dividends:
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For as long as any Senior
Preferred is outstanding, no dividends may be declared or paid on junior
preferred shares, preferred shares ranking pari passu with the Senior
Preferred, or common shares (other than in the case of pari passu preferred
shares, dividends on a pro rata basis with the Senior Preferred), nor may the
QFI repurchase or redeem any junior preferred shares, preferred shares
ranking pari passu with the Senior Preferred or common shares, unless
(i) in the case of cumulative Senior Preferred all accrued and unpaid
dividends for all past dividend periods on the Senior Preferred are fully
paid or (ii) in the case of non-cumulative Senior Preferred the full
dividend for the latest completed dividend period has been declared and paid
in full.
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Common
dividends:
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The USTs consent shall be
required for any increase in common dividends per share until the third
anniversary of the date of this investment unless prior to such third
anniversary the Senior Preferred is redeemed in whole or the UST has
transferred all of the Senior Preferred to third parties.
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Repurchases:
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The USTs consent shall be
required for any share repurchases (other than (i) repurchases of the
Senior Preferred and (ii) repurchases of junior preferred shares or
common shares in connection with any benefit plan in the ordinary course of
business consistent with past practice) until the third anniversary of the
date of this investment unless prior to such third anniversary the Senior
Preferred is redeemed in whole or the UST has transferred all of the Senior
Preferred to third parties. In addition, there shall be no share repurchases
of junior preferred shares, preferred shares ranking pari passu with the
Senior Preferred, or common shares if prohibited as described above under
Restrictions on Dividends.
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Voting
rights:
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The Senior Preferred shall
be non-voting, other than class voting rights on (i) any authorization
or issuance of shares ranking senior to the Senior Preferred, (ii) any
amendment to the rights of Senior Preferred, or (iii) any merger,
exchange or similar transaction which would adversely affect the rights of
the Senior Preferred.
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If dividends on the Senior
Preferred are not paid in full for six dividend periods, whether or not
consecutive, the Senior Preferred will have the right to elect 2 directors.
The right to elect directors will end when full dividends have been paid for
four consecutive dividend periods.
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Transferability:
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The Senior Preferred will
not be subject to any contractual restrictions on transfer. The QFI will file
a shelf registration statement covering the Senior Preferred as promptly as
practicable after the date of this investment and, if necessary, shall take
all action required to cause such shelf registration statement to be declared
effective as soon as possible. The QFI will also grant to the UST piggyback
registration rights for the Senior Preferred and will take such other steps
as may be reasonably requested to facilitate the transfer of the Senior
Preferred including, if requested by the UST, using reasonable efforts to
list the Senior Preferred on a national securities exchange. If requested by
the UST, the QFI will appoint a depositary to hold the Senior Preferred and
issue depositary receipts.
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Executive
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Compensation:
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As a condition to the
closing of this investment, the QFI and its senior executive officers covered
by the EESA shall modify or terminate all benefit plans, arrangements and
agreements (including golden parachute agreements) to the extent necessary to
be in compliance with, and following the closing and for so long as UST holds
any equity or debt securities of the QFI, the QFI shall agree to be bound by,
the executive compensation and corporate governance requirements of
Section 111 of the EESA and any guidance or regulations issued by the
Secretary of the Treasury on or prior to the date of this investment to carry
out the provisions of such subsection. As an additional condition to closing,
the QFI and its senior executive officers covered by the EESA shall grant to the
UST a waiver releasing the UST from any claims that the QFI and such senior
executive officers may otherwise have as a result of the issuance of any
regulations which modify the terms of benefits plans, arrangements and
agreements to eliminate any provisions that would not be in compliance with
the executive compensation and corporate governance requirements of
Section 111 of the EESA and any guidance or regulations issued by the
Secretary of the Treasury on or prior to the date of this investment to carry
out the provisions of such subsection.
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Summary of Warrant Terms
Warrant:
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The UST will receive
warrants to purchase a number of shares of common stock of the QFI having an
aggregate market price equal to 15% of the Senior Preferred amount on the date
of investment, subject to reduction as set forth below under Reduction. The
initial exercise price for the warrants, and the market price for determining
the number of shares of common stock subject to the warrants, shall be the
market price for the common stock on the date of the Senior Preferred
investment (calculated on a 20-trading day trailing average), subject to
customary anti-dilution adjustments. The exercise price shall be reduced by
15% of the original exercise price on each six-month anniversary of the issue
date of the warrants if the consent of the QFI stockholders described below
has not been received, subject to a maximum reduction of 45% of the original
exercise price.
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Term:
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10 years
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Exercisability:
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Immediately exercisable, in
whole or in part
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Transferability:
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The warrants will not be
subject to any contractual restrictions on transfer; provided that the UST
may only transfer or exercise an aggregate of one-half of the warrants prior
to the earlier of (i) the date on which the QFI has received aggregate
gross proceeds of not less than 100% of the issue price of the Senior
Preferred from one or more Qualified Equity Offerings and
(ii) December 31, 2009. The QFI will file a shelf registration
statement covering the warrants and the common stock underlying the warrants
as promptly as practicable after the date of this investment and, if
necessary, shall take all action required to cause such shelf registration
statement to be declared effective as soon as possible. The QFI will also
grant to the UST piggyback registration rights for the warrants and the
common stock underlying the warrants and will take such other steps as may be
reasonably requested to facilitate the transfer of the warrants and the
common stock underlying the warrants. The QFI will apply for the listing on
the national exchange on which the QFIs common stock is traded of the common
stock underlying the warrants and will take such other steps as may be
reasonably requested to facilitate the transfer of the warrants or the common
stock.
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Voting:
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The UST will agree not to
exercise voting power with respect to any shares of common stock of the QFI
issued to it upon exercise of the warrants.
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Reduction:
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In the event that the QFI
has received aggregate gross proceeds of not less than 100% of the issue
price of the Senior Preferred from one or more Qualified Equity Offerings on
or prior to December 31, 2009, the number of shares of common stock
underlying the warrants then held by the UST shall be reduced by a number of
shares equal to the product of (i) the number of shares originally
underlying the warrants (taking into account all adjustments) and
(ii) 0.5.
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Consent:
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In the event that the QFI
does not have sufficient available authorized shares of common stock to
reserve for issuance upon exercise of the warrants and/or stockholder
approval is required for such issuance under applicable stock exchange rules,
the QFI will call a meeting of its stockholders as soon as practicable after
the date of this investment to increase the number of authorized shares of
common stock and/or comply with such exchange rules, and to take any other
measures deemed by the UST to be necessary to allow the exercise of warrants
into common stock.
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Substitution:
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In the event the QFI is no
longer listed or traded on a national securities exchange or securities
association, or the consent of the QFI stockholders described above has not
been received within 18 months after the issuance date of the warrants, the
warrants will be exchangeable, at the option of the UST, for senior term debt
or another economic instrument or security of the QFI such that the UST is
appropriately compensated for the value of the warrant, as determined by the
UST.
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INTERNATIONAL BANCSHARES CORPORATION
For the Special Meeting of Shareholders Called for December 8,
2008
The
undersigned shareholder(s) of International Bancshares Corporation, a
Texas corporation (the Company), hereby revoking all proxies previously
granted appoint(s) Irving Greenblum, Daniel B. Hastings, Jr. and
Richard E. Haynes, and each of them, as Proxies, each with power to appoint his
substitute, and hereby authorize(s) them to vote, as designated below, all
the shares of the Companys Common Stock which the undersigned may be entitled
to vote at the Special Meeting of Shareholders of the Company, to be held on
Monday, December 8, 2008 at 7:00 P.M., local time, and at any
adjournment of such meeting, with all powers which the undersigned would
possess if personally present:
1.
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Proposal
to amend the Companys Articles of Incorporation to authorize issuance of up
to 25,000,000 shares of preferred stock.
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FOR
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AGAINST
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ABSTAIN
o
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The Board of Directors
recommends a vote
FOR
Proposal 1.
2.
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Proposal
to grant management the authority to adjourn, postpone or continue the
Special Meeting.
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FOR
o
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AGAINST
o
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ABSTAIN
o
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The Board of Directors
recommends a vote
FOR
Proposal 2.
3.
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In
their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment thereof. Any of
the Proxies, or their respective substitutes, who shall be present and acting
at the Special Meeting shall have and may exercise all of the powers hereby
granted.
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(Continued on reverse side)
EVERY
PROPERLY SIGNED PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE
THEREON. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2 ABOVE. THE DESIGNATED PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO
ANY MATTERS REFERRED TO IN SECTION 3.
The
undersigned acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement of the Company dated
,
2008.
Dated:
,
2008
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Signature(s)
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(Signature should agree
with name on Stock Certificate as stenciled thereon. Executors,
Administrators, Trustees, etc. should so indicate when signing).
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THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
ITS EXERCISE
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
I do do not
plan to attend the Special Meeting of Shareholders.
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