**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

 

ý**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE****SECURITIESEXCHANGE ACT OF 1934**

For the FiscalYear Ended: December 31, 2002

 

or

 

**o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE****SECURITIES EXCHANGE ACT OF 1934**

For the TransitionPeriod from                to

 

**CommissionFile Number: 0-10196**

 

**INDEPENDENT BANKSHARES, INC.**

(Exact Name ofRegistrant as Specified in its Charter)

 
| **Texas**                                 |   | **75-1717279**       |
|-------------------------------------------|--------|----------------------|
| (State or Other  Jurisdiction of          |   | (IRS Employer        |
| Incorporation or  Organization)           |   | Identification  No.) |
|                                      |   |                 |
| **1617 Broadway**                         |   |                 |
| **Lubbock, Texas**                        |   | **79408**            |
| (Address of  Principal Executive Offices) |   | (Zip Code)           |

 

Registrant’s Telephone Number, Including AreaCode:  **(806) 749-1850**

 

Securities Registered Pursuant to Section 12(b) of theAct:

 
| Title of each  class                                                                                             |   | Name of each  exchange

on which  registered |
|------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|
| **8.5% Cumulative Trust Preferred  Securities, Guaranteed by Independent Bankshares, Inc., Stated Value $10.00** |   | **American Stock Exchange**                  |

 

SecuritiesRegistered Pursuant to Section 12(g) of the Act:

**Common Stock, $0.25 Par Value**

**(Title of Class)**

 

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                Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.                               Yes  ýNo o

 

                Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of the Registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ý

 

                Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12-b of the Act).    Yes o  No ý

 

OnMarch 7, 2003, all of the shares of the Registrant’s voting stock was heldindirectly by State National Bancshares, Inc. and thus no shares were held bynon-affiliates of the Registrant. At March 7, 2003, 2,273,674 shares of theRegistrant’s common stock, $0.25 par value per share, were outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

Portionsof the following documents are incorporated by reference into the indicatedpart or parts of this report: **None**

 

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ITEM 10.               DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT

 

**Directors**

 

                The bylaws of the Companyprovide that the Board of Directors consists of not fewer than 7 nor more than30 members (exclusive of advisory directors) and that the number of directors,within such limits, is to be determined by resolution of the Board of Directorsat any meeting.  The Board of Directorshas set the board at 8 members (exclusive of advisory directors). Directorsserve for one-year terms.

 

                The tables below set forth foreach director:

 

•      the name;

•      age and the principal occupation of eachdirector;

•      the directorships of public companies, ifany, held by each director; and

•      the year he first became a director of theCompany.

 

 
| **Name and Age**        |   | **Year First  Became a Director of the Company** |   | **Principal  Occupation During the Last Five Years**                                                                                                                               |   |
|-------------------------|--------|--------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                    |   |                                             |   |                                                                                                                                                                               |   |
| Tom C. Nichols (55)     |   | 2000                                             |   | President, Chief Executive  Officer and Director of the Company since 2002; Chief Executive Officer and  Chairman of the Board the Bank since 1996.                                |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| Don E. Cosby  (48)      |   | 2000                                             |   | Executive Vice President, Chief Financial Officer  and Director of the Company since 2001; Executive Vice President, Chief  Financial Officer and Director of the Bank since 1996. |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| Rick J. Calhoon  (49)   |   | 2000                                             |   | Partner, Pruet Companies (oil and gas)                                                                                                                                             |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| James A.  Cardwell (71) |   | 2000                                             |   | Chairman and Chief Executive Officer, Petro Stopping  Centers, L.P. (truck stops)                                                                                                  |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| Gary J. Fletcher  (56)  |   | 2000                                             |   | Rancher, Salt Fork Ranch                                                                                                                                                           |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| Mark Merlo (41)         |   | 2002                                             |   | Senior Vice President Castle Creek Capital                                                                                                                                         |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| Ben Stribling  (60)     |   | 2001                                             |   | Real Estate Development and Investments                                                                                                                                            |   |
|                    |   |                                             |   |                                                                                                                                                                               |   |
| F. James Volk  (56)     |   | 2002                                             |   | Senior Vice President of State National and Regional  President of State National Bank, El Paso, Texas                                                                             |   |

 

 

**Resignation and Appointment ofDirectors and Officers**

 

                Effective May 15, 2001, Mr. Bryan W. Stephenson,President and Chief Executive Officer, Mr. Randal N. Crosswhite, ChiefFinancial Officer, and Mr. David D. Kirk, each resigned from the Company’sBoard of Directors as well as from their respective positions as officers ofthe Company.  Effective May 15, 2001,the Company appointed Mr. Tom C. Nichols, Chairman of the Board, to theposition of President and Chief Executive Officer, and 

 

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effective May 31, 2001,the Company appointed Mr. Don E. Cosby, Executive Vice President, to theposition of Chief Financial Officer and Secretary.

 

                Effective April 1, 2002 Mr. Ronald Simpson resignedfrom the Company’s Board of Directors. Effective April 1, 2002, Mr. Mark Merlo and Mr. F. James Volk wereappointed to the Company’s Board of Directors.

 

**Meetings and Committees of the Board of Directors**

 

                The Board of Directors conductsits business through meetings of the Board of Directors and through itscommittees.  In accordance with thebylaws of the Company, the Board of Directors has established an AuditCommittee.  During 2002, the Board ofDirectors held four regular meetings and the Audit Committee held fourmeetings.  Each director attended atleast 75% of the total number of meetings of the Board of Directors and thecommittees on which he served.

 

                **Audit Committee.**  The Audit Committee recommends to the Boardof Directors the appointment and discharge of the Company’s independentauditors; reviews the completed audit with the independent auditors regardingthe conduct of the audit, accounting adjustments, recommendations for improvinginternal controls and any other significant findings during the audit; meetsperiodically with management; monitors accounting and financial controls; andinitiates and supervises special investigations.  Members of the Audit Committee during 2002 consisted of Rick J.Calhoon, James A. Cardwell, Gary J. Fletcher and Ben Stribling.

 

**Executive Officers**

 

                The table below sets forth atthe date of this report the name, age, current positions with the Company, andprincipal occupation during the last five years of each principal executiveofficer of the Company and the year he first became an executive officer of theCompany:

 
| **Name and Age**     |   | **Current  Position with the   Company or the Bank**                                                                                                   |   | **Executive  Officer   of the Company Since** |   | **Principal  Occupation   During Last Five Years**                                              |   |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------|--------|-------------------------------------------------------------------------------------------------|--------|
|                 |   |                                                                                                                                                   |   |                                          |   |                                                                                            |   |
| Tom C. Nichols  (55) |   | President, Chief Executive Officer, and Chairman of  the Board of the Company and Chief Executive Officer and Chairman of the  Board  of the Bank |   | 2000                                          |   | Chairman of the Board and Chief Executive Officer of  State National and the Bank               |   |
|                 |   |                                                                                                                                                   |   |                                          |   |                                                                                            |   |
| Don E. Cosby  (48)   |   | Executive Vice President, Chief Financial Officer,  Secretary and Director of the Company and of the Bank                                              |   | 2000                                          |   | Executive Vice President, Chief Financial Officer,  and Director of State National and the Bank |   |

 

**Term of Office**

 

                Executive officers of theCompany are elected by the Board of Directors at its annual meeting and holdoffice until the next annual meeting of the Board of Directors or until theirrespective successors are duly elected and have qualified.  The officers of the Bank are elected by theboard of directors of the Bank at its annual meeting and hold office until thenext annual meeting of such board of directors or until their respectivesuccessors are duly elected and have qualified.

 

**Compliance with Section 16(a) of the Securities Exchange Actof 1934**

 

                Officers, directors andbeneficial owners of more than 10% of the common stock must file initialreports of ownership and reports of changes in ownership with the Securitiesand Exchange Commission and AMEX pursuant to 

 

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Section16(a).  In August 2000 StateNational acquired 100% of the Common Stock of the Company in a cash merger.Because the Company is wholly owned by State National, none of theseindividuals beneficially has owned any securities of the Company at any timesince their respective appointments.

 

ITEM 15.               EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

(a)   DocumentsFiled as Part of Report.

 

1.   Exhibits

 

The exhibits listed beloware filed as part of or incorporated by reference in this report.  Where such filing is made by incorporationby reference to a previously filed document, such document is identified inparenthesis.  See the Index of Exhibitsincluded with the exhibits filed as part of this report.

 

NO.         Description

 

99.1         ChiefExecutive Officer and Chief Financial Officer Certification (filed herewith).

 

 

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SIGNATURES

 

                Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the Registrant has duly caused thisamended report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|   | **INDEPENDENT BANKSHARES, INC.** |
|--------|----------------------------------|
|   |                             |   |
|   | By:                              | /s/ Tom C. Nichols |
|   |                             | Tom C. Nichols, |
|   |                             | *President, Chief Executive Officer, Chairman of the Board  and Director (principal executive officer)* |
|   |                             |   |
|   | By:                              | /s/ Don E. Cosby |
|   |                             | Don E. Cosby, |
|   |                             | *Executive Vice President, Chief Financial Officer,  Secretary and Director (principal financial officer)* |

 

Date:       April 17, 2003

 

                Pursuant to the requirements of the SecuritiesExchange Act of 1934, this amended report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities and on thedates indicated.

 
| **Signature**         |   | **Title**                                                                  |   | **Date**       |   |
|-----------------------|--------|----------------------------------------------------------------------------|--------|----------------|--------|
|                  |   |                                                                       |   |           |   |
| /s/ Tom C. Nichols    |   | President, Chief Executive Officer, Chairman of the  Board and Director    |   | April 17, 2003 |   |
| Tom C. Nichols        |
|                  |   |                                                                       |   |           |   |
| /s/ Don E. Cosby      |   | Executive Vice President, Chief Financial Officer,  Secretary and Director |   | April 17, 2003 |   |
| Don E. Cosby          |
|                  |   |                                                                       |   |           |   |
| /s/ Rick J. Calhoon   |   | Director                                                                   |   | April 17, 2003 |   |
| Rick J. Calhoon       |
|                  |   |                                                                       |   |           |   |
| /s/ James A. Cardwell |   | Director                                                                   |   | April 17, 2003 |   |
| James A. Cardwell     |
|                  |   |                                                                       |   |           |   |
| /s/ Gary J. Fletcher  |   | Director                                                                   |   | April 17, 2003 |   |
| Gary J. Fletcher      |
|                  |   |                                                                       |   |           |   |
| /s/ Mark Merlo        |   | Director                                                                   |   | April 17, 2003 |   |
| Mark Merlo            |
|                  |   |                                                                       |   |           |   |
| /s/ Ben Stribling     |   | Director                                                                   |   | April 17, 2003 |   |
| Ben Stribling         |
|                  |   |                                                                       |   |           |   |
| /s/ F. James Volk F.  |   | Senior Vice President and Director                                         |   | April 17, 2003 |   |
| James Volk            |

 

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I, Tom C. Nichols, certify that:

 

1.     I have reviewed this annual report onForm 10-K/A of Independent Bankshares, Inc.;

 

2.     Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.     Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

(a)   designed such disclosure controls andprocedures to ensure that material information relating to the  registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

(b)  evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within90 days prior to the filing date of this annual report (the “EvaluationDate”); and

 

(c)  presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.     The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

(a)  all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

(b)  any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.     The registrant’s other certifying officersand I have indicated in this annual report whether there were significantchanges in internal controls or in other factors that could significantlyaffect the internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date:       April17, 2003

 

/s/ Tom C. NicholsTom C. NicholsChairman, President and Chief Executive Officer

 

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I, Don E. Cosby, certify that:

 

1.     I have reviewed this annual report onForm 10-K/A of Independent Bankshares, Inc.;

 

2.     Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.     Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

(a)   designed such disclosure controls andprocedures to ensure that material information relating to the  registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

(b)  evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within90 days prior to the filing date of this annual report (the “EvaluationDate”); and

 

(c)  presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

5.     The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

(a)  all significant deficiencies in the designor operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

(b)  any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.     The registrant’s other certifying officersand I have indicated in this annual report whether there were significantchanges in internal controls or in other factors that could significantlyaffect the internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

Date:       April 17, 2003

 

/s/ Don. E. CosbyDon E. CosbyExecutive Vice President and Chief Financial Officer

 

 

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