- Current report filing (8-K)
24 12월 2008 - 4:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
December 19, 2008
INTERNATIONAL BANCSHARES CORPORATION
(Exact Name of
Registrant as Specified in its Charter)
Commission
File Number 0-9439
Texas
|
|
0-9439
|
|
74-2157138
|
(State or other Jurisdiction
|
|
(Commission File Number
|
|
(I.R.S. Employer
|
of incorporation or organization)
|
|
|
|
Identification No.)
|
|
|
|
|
|
1200
San Bernardo, Laredo, Texas
|
|
78040-1359
|
(Address of
principal executive offices)
|
|
(ZIP Code)
|
(Registrants telephone
number, including area code)
(956) 722-7611
None
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 250.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement
On December 23, 2008, as part of the Capital Purchase Program (the
CPP) established by the United States Department of the Treasury (the Treasury)
under the Emergency Economic Stabilization Act (the EESA), International
Bancshares Corporation (IBC) entered into a Letter Agreement, incorporating
an attached Securities Purchase Agreement - Standard Terms (collectively, the Securities
Purchase Agreement) with the Treasury.
The closing of the transactions contemplated in the Securities Purchase
Agreement also occurred on December 23, 2008.
Under the Securities Purchase Agreement, IBC agreed to sell 216,000
shares of IBCs Fixed Rate Cumulative Perpetual Preferred Stock, Series A,
par value $0.01 per share (the Senior Preferred Stock), having a liquidation
preference of $1,000 per share, for a total price of $216 million. The Senior Preferred Stock will pay
cumulative dividends at the rate of 5% per year for the first five years and 9%
per year thereafter. The Senior
Preferred Stock has no maturity date and ranks senior to IBCs common stock
with respect to the payment of dividends and distributions and amounts payable
upon liquidation, dissolution, and winding up of IBC. The Senior Preferred Stock generally is
non-voting except for class voting rights on matters that would adversely
affect the rights of the holders of the Senior Preferred Stock.
IBC may redeem the Senior Preferred Stock in whole or in part at par
after three years from the date of the investment. Prior to such date, IBC may redeem the Senior
Preferred Stock in whole or in part at par if (i) IBC has raised aggregate
gross proceeds in one or more Qualified Equity Offerings (as defined in the
Securities Purchase Agreement) in excess of $54 million and (ii) the
aggregate redemption price does not exceed the aggregate net proceeds from such
Qualified Equity Offerings. Any
redemption is subject to the consent of the Federal Reserve Bank of Dallas,
which is IBCs primary Federal banking regulator.
In conjunction with the purchase of the Senior Preferred Stock, the
Treasury received a warrant (the Warrant) to purchase 1,326,238 shares of IBC
common stock (the Warrant Shares) at $24.43 per share, which would represent
an aggregate common stock investment in IBC on exercise of the Warrant in full
equal to 15% of the Senior Preferred Stock investment. The term of the Warrant is ten years. The per share exercise price and the number
of shares issuable on exercise of the Warrant is subject to adjustment pursuant
to customary anti-dilution provisions in certain events, such as stock splits,
certain distributions of securities or other assets to holders of IBCs common
stock, and upon certain issuances of IBCs common stock at or below specified
prices relative to the initial per share exercise price of the Warrant. The Warrant is immediately exercisable. The number of shares issuable on exercise of
the Warrant is also subject to reduction in certain limited events that involve
IBC conducting Qualified Equity Offerings on or prior to December 31,
2009.
Both the Senior Preferred Stock and Warrant will be accounted for as
components of Tier 1 capital.
2
The Senior Preferred Stock and the Warrant were issued in a private
placement exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended. IBC
has agreed to register the resale of the Senior Preferred Stock, the Warrant,
and the issuance of the Warrant Shares, as soon as practicable after the date
of the issuance of the Senior Preferred Stock and the Warrant. Neither the Senior Preferred Stock nor the
Warrant are subject to any contractual restrictions on transfer, except that
Treasury may only transfer and/or exercise the Warrant with respect to an
aggregate of one-half of the Warrant Shares prior to the earlier of (i) the
date on which IBC has received aggregate gross proceeds of not less than $216
million from one or more Qualified Equity Offerings and (ii) December 31,
2009.
Copies of the Securities Purchase Agreement, the Warrant, the
Certificate of Designations for the Senior Preferred Stock and the form of
Senior Preferred Stock Certificate are included as Exhibits to this Current
Report on Form 8-K and are incorporated by reference into this Item
1.01. The foregoing summary of certain
provisions of these documents is qualified in its entirety by reference
thereto.
A copy of IBCs December 23,
2008 press release announcing entry into the Securities Purchase Agreement with
Treasury and the closing of the transactions contemplated thereby is attached
hereto as Exhibit 99.1.
Item
3.02 Unregistered Sales of Equity Securities
The information concerning the issuance and sale of Senior Preferred
Stock and the Warrant set forth under Item 1.01 Entry into a Material
Definitive Agreement is incorporated herein by reference.
Item 3.03 Material
Modification to Rights of Securityholders
The information set forth under Item 1.01 Entry into a Material
Definitive Agreement is incorporated herein by reference.
Prior to December 23, 2011, unless IBC has redeemed the Senior
Preferred Stock or the Treasury has transferred the Senior Preferred Stock to a
third party, the consent of the Treasury will be required for IBC to (1) declare
or pay any dividend or make any distribution on its common stock (other than
regular semi-annual cash dividends of not more than $0.33 per share of common
stock) or (2) redeem, purchase or acquire any shares of its common stock
or other equity or capital securities, other than in connection with benefit
plans consistent with past practice and certain other circumstances specified
in the Securities Purchase Agreement.
Effective December 19, 2008, IBC terminated its Stock Repurchase
Program.
In addition, under the Certificate of Designations described in Item
5.02, IBCs ability to declare or pay dividends or repurchase its common stock
or other equity or capital securities will be subject to restrictions in the
event that IBC fails to declare and pay (or set aside for payment) full
dividends on the Senior Preferred Stock.
3
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
In the Securities Purchase Agreement, IBC agreed that, until such time
as Treasury ceases to own shares of Senior Preferred Stock, any portion of the
Warrant or any Warrant Shares, IBC will take all necessary action to ensure
that its benefit plans with respect to its senior executive officers comply
with Section 111(b) of EESA as implemented by any guidance or
regulation under EESA and has agreed to not adopt any benefit plans with
respect to, or which covers, its senior executive officers that do not comply
with EESA. Additionally, each of IBCs
senior executive officers, executed a waiver (the Waiver) voluntarily waiving
any claim against Treasury or IBC for any changes to his compensation or
benefits that are required to comply with the regulation issued by Treasury
under the Capital Purchase Program as published in the Federal Register on October 20,
2008 and acknowledging that the regulation may require modification of the
compensation, bonus, incentive and other benefit plans, arrangements and
policies and agreements (collectively, Benefit Plans) as they relate to the
period Treasury holds shares of Senior Preferred Stock, any portion of the
Warrant or any Warrant Shares. A copy of
the Waiver is attached hereto as Exhibit 10.2.
Effective December 19, 2008, IBC terminated its Executive
Incentive Compensation Plan because it did not comply with the EESA provisions.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 19, 2008, shareholders of IBC voted to amend IBCs
Articles of Incorporation to authorize the issuance of preferred stock of
IBC. On December 22, 2008, IBC
filed with the Secretary of State of the State of Texas Articles of Amendment
to IBCs Articles of Incorporation that authorized the issuance of preferred
stock of IBC and a Certificate of Designations establishing the Senior
Preferred Stock.
On December 18, 2008, The Board of Directors adopted an amendment
to IBCs Amended and Restated By-Laws which added a new By-Law Section 8
of Article VIII. The new By-Law Section provides
that to the extent any provision of the By-Laws is inconsistent with IBCs
Articles of Incorporation, including any Certificate of Designations, such
inconsistent provision shall be of no force or effect with respect to such
matter. Also, language was added to the
By-Laws to clarify IBCs ability to issue uncertificated shares.
Copies of the Articles of Amendment, the Certificate of Designations
for the Senior Preferred Stock and the Amended and Restated By-Laws, as amended
through December 18, 2008, are included as Exhibits to this Current Report
on Form 8-K and are incorporated by reference into this Item 5.03. The foregoing summary of certain provisions
of these documents is qualified in its entirety by reference thereto.
4
Item 8.01. Other
Events
Effective December 19, 2008, the Board of Directors of IBC
terminated IBCs stock repurchase program.
Item
9.01 Financial Statements and Exhibits
3.1
Articles
of Amendment to IBCs Articles of Incorporation.
3.2
Certificate
of Designations for 216,000 shares of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, of IBC.
3.3
Amended
and Restated By-Laws of IBC as amended through December 18, 2008.
4.1
Warrant
to Purchase up to 1,326,238 shares of Common Stock.
4.2
Form of
Senior Preferred Stock Certificate.
10.1
Letter
Agreement, dated December 23, 2008, including Securities Purchase
Agreement Standard Terms, between IBC and Treasury.
10.2
Form of
Waiver Executed by Senior Executive Officers.
99.1
Press
Release of IBC dated December 23, 2008.
Safe Harbor statement under the Private Securities Litigation Reform
Act of 1995: The statements contained in this report which are not historical
facts contain forward-looking information with respect to plans, projections or
future performance of IBC and its subsidiaries, the occurrence of which involve
certain risks and uncertainties detailed in IBCs filings with the SEC.
5
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
INTERNATIONAL
BANCSHARES CORPORATION
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ Dennis E. Nixon
|
|
|
Dennis
E. Nixon, President
|
|
|
and
Chief Executive Officer
|
|
|
|
|
|
|
Date: December 23,
2008
|
|
|
6
International Bancshares (NASDAQ:IBOC)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
International Bancshares (NASDAQ:IBOC)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024