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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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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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)
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;
(2)
To grant management the authority to
adjourn, postpone or continue the Special Meeting; and
(3)
To transact such other business as may
lawfully come before the meeting or any adjournment thereof.
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.
PROPOSAL
1
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 $216,000,000. The
minimum amount of preferred stock that the Company would be eligible to sell to
the Treasury Department under the Program would be 1% of the Companys total
risk weighted assets as of September 30, 2008, or approximately
$72,000,000. In order for the Company to meet the minimum, levels required for
well capitalized status under the banking regulations, the Company must have a
total risk-based capital ratio of 10%, a Tier 1 risk-based capital ratio of 6%
and a Tier 1 leverage ratio of 5% and the Company as of September 30, 2008
exceeded the minimum ratios by having the respective ratios of 13.20%, 12.20%,
and 8.22%. If the Company had issued the
maximum amount of preferred stock to the Treasury Department as of September 30,
2008 (and no warrants had been exercised), the Companys respective capital
ratios on a pro forma basis would have been approximately 16.20%, 15.19% and
10.24%. If the Company had issued the
minimum amount of preferred stock to the Treasury Department as of September 30,
2008 (and no warrants had been exercised), the Companys respective capital
ratios on a pro forma basis would have been approximately 14.20%, 13.20% and
8.89%. The sale of preferred stock to
the Treasury Department would be for cash in an amount which the Company
believes constitutes fair value of the preferred stock, after taking into consideration
the issuance of the warrants to be issued in
conjunction with the preferred stock for which the Company will not receive any
additional compensation, as discussed below under Possible Adverse Effects of
the Proposal..
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/. 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. In order to comply with the executive
compensation standards of the Program, the Company has determined that it will
need to terminate the Companys 2006 Executive Incentive Compensation Plan (EICP)
because it permitted certain incentive awards to designated executive officers
of the Company to be deductible to the Company under the Internal Revenue Code
(the Code) and this is inconsistent with the Program standards that state
that compensation to a senior executive officer of the Company in excess of
$500,000, without exception for performance-based compensation, will not be
deductible under the Code. The Treasury
Departments Summary of Senior Preferred Terms, as revised on October 31,
2008,, 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.
The Company expects to
use the proceeds from the sale of securities to the Treasury Department by
injecting some of the proceeds into the Companys lead bank, International Bank
of Commerce, Laredo, Texas, to fund lending opportunities at that bank and that
the remaining funds would be retained by the Company for capital injections
into the Companys other three subsidiary banks to fund lending opportunities
that may arise at those banks, and for working capital to fund matters such as
bank acquisitions; however, the Companys use of the proceeds will be subject
to any restrictions on such use that may be imposed by the Treasury Department
in the future. Further, the Treasury
Department is not obligated to accept the Companys application to participate
in the Program and the estimated proceeds of the Companys proposed sale of
securities to the Treasury Department are not guaranteed. If the shareholders of the Company approve
the proposal to amend the Articles of Incorporation of the Company to authorize
preferred stock and the Treasury Department denies the Companys application to
participate in the Program, this would not have a material effect on the
Companys liquidity, capital resources or results of operations and the Company
does not presently contemplate any other issuance of preferred stock of the
Company in lieu of the issuance of preferred stock to 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. If the Company issues the maximum amount
under the Program of approximately $216 million of preferred stock to the
Treasury Department, then the Company will issue warrants to the Treasury
Department to purchase a number of shares of Common Stock having an aggregate
market price equal to approximately $32.4 million or 1.31 million shares of
Common Stock based on the $24.75 closing price of the Common Stock on November 6,
2008. As of November 3, 2008 there
were 68,579,446 shares of Common Stock that was issued and outstanding. 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
Treasury Departments acceptance of the Companys application to participate in
the Program (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.
PROPOSAL
2
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
|
|
Amount and Nature of
Beneficial Ownership
of Common Stock
|
|
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
|
%
|
|
|
|
|
|
|
Wellington Management Company, LLP(2)
75 State Street
Boston, Massachusetts 02109
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3,570,146
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5.21
|
%
|
(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.
|
|
INTERNATIONAL BANCSHARES CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
Dennis E. Nixon
|
|
|
President
|
|
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|
Dated:
, 2008
|
|
|
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:
|
|
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 compounding
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
one or more Qualified Equity Offerings (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 (including, if
applicable, dividends on such amount) 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 and
issuance by the QFI after the date of this investment of Tier 1 qualifying
perpetual preferred stock, common stock or combination of such stock for cash
(other than any such
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sales and issuances made pursuant to agreements or
arrangements entered into, or pursuant to financing plans which were publicly
announced, on or prior to October 13, 2008).
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Following the redemption in whole of the Senior
Preferred held by the UST or the transfer by the UST of all the Senior
Preferred to one or more third parties, 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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Subject to certain exceptions, 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 (i) in the case of pari passu
preferred shares, dividends on a pro rata basis with the Senior Preferred and
(ii) in the case of junior preferred shares, dividends payable solely in
common shares), 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 repurchases
of any common shares, other capital stock, trust preferred securities or
other equity securities (other than (i) repurchases of the Senior Preferred,
(ii) repurchases of junior preferred shares or common shares (Junior Stock)
in connection with the administration of any employee benefit plan in the ordinary
course of business and consistent with past practice (including purchases to
offset share dilution pursuant to publicly announced repurchase plan), (iii)
purchases or other acquisitions by a broker-dealer subsidiary of the QFI
solely for the purpose of market-making, stabilization or customer
facilitation transactions in Junior Stock or preferred shares ranking pari
passu with the Senior Preferred (Parity Stock) in the ordinary course of
its business, (iv) purchases by a broker-dealer subsidiary of the QFI in
connection with an underwritten offering the QFIs capital stock, (v) any
redemption or repurchase of rights pursuant to any stockholders rights plan,
(vi) the acquisition by the QFI or any of the QFIs subsidiaries of record
ownership in Junior Stock or Parity Stock for the beneficial ownership of any
other persons (other than the QFI or any other subsidiary of the QFI),
including as trustees or custodians and (vii) the exchange or conversion of
Junior Stock for or into other Junior Stock or of Parity Stock or trust
preferred securities for or into other Parity Stock (with the same or lesser
aggregate liquidation amount) or Junior Stock, in each case, solely to the
extent required pursuant to binding contractual agreements entered into prior
to the signing date of USTs agreement to purchase the Senior Preferred or
any subsequent agreement for the accelerated exercise, settlement or exchange
thereof for common stock, 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 that adversely affects 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 all past 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. During any period that an effective shelf registration statement is
not available for the resale by the UST of the Senior Preferred, 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.
|
Executive
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Compensation:
|
|
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 on or prior to
the closing of this investment 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
|
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Warrant:
|
|
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 USTs acceptance of the QFIs application to
participate in the Capital Purchase Program (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, except
as described under Transferability below.
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Transferability:
|
|
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. During any period
that an effective shelf registration statement is not available for the
resale by the UST of the warrants or the common stock underlying the
warrants, 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:
|
|
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:
|
|
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.
|
Substitution:
|
|
In the event the QFI is no longer listed or traded
on a national securities exchange, 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 (in whole or in
part), at the option of the UST, for an economic interest (to be determined
by the UST after consultation with the QFI) of the QFI classified as
permanent equity under GAAP having a fair market value (as determined by the
UST) equal to the portion of the warrants so exchanged.
|
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.
|
FOR
o
AGAINST
o
ABSTAIN
o
The Board of Directors recommends a vote
FOR
Proposal 1.
2.
|
|
Proposal to grant management the authority to
adjourn, postpone or continue the Special Meeting.
|
FOR
o
AGAINST
o
ABSTAIN
o
The Board of Directors recommends a vote
FOR
Proposal 2.
3.
|
|
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.
|
(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.
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Signature(s)
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Dated:
,
2008
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(Signature should agree with name on Stock
Certificate as stenciled thereon. Executors, Administrators, Trustees, etc.
should so indicate when signing).
|
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
o
do not
o
plan to attend the
Special Meeting of Shareholders.
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