- Current report filing (8-K)
2010年3月12日 - 6:46AM
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):
March 5,
2010
INTERNATIONAL BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number
000-09439
Texas
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000-09439
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74-2157138
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(State or other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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1200 San Bernardo, Laredo,
Texas
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78040-1359
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(Address of principal executive offices)
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(ZIP Code)
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(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 (see
General Instruction A.2.below);
o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under
the Exchange Act (17 CFR 250.13e-4 (c))
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2010,
International Bancshares Corporation (IBC) issued a news release announcing
Guillermo
Trevinos appointment to IBCs Board of Directors (the Board). The Board unanimously voted to appoint Mr. Trevino
to fill the vacancy left by Richard E. Haynes, who passed away in October 2009. Mr. Trevino has been the President of
Southern Distributing, a multi-brand beer and soft drink distributor in Laredo,
Texas, for more than ten years. Mr. Trevino
has served on the Board of Directors of IBCs subsidiary bank, International
Bank of Commerce, Laredo, Texas (the Bank), since February 2008 and is a
member of that Boards Executive Committee.
Mr. Trevino will serve on two committees of the Board, including
the Audit Committee and Asset/Liability, Investment, Balance Sheet-Management,
Funds Management/Liquidity/Interest Rate Risk Committee.
There was no arrangement or understanding
between Mr. Trevino and any other person pursuant to which Mr. Trevino
was selected as a director. The Board
has determined that Mr. Trevino is an independent director for purposes of
the Board under the applicable rules of the Securities and Exchange
Commission and NASDAQ.
Mr. Trevino and his immediate family and
the companies with which he is associated were customers of, and had banking
transactions with, IBCs subsidiary banks in the ordinary course of the
subsidiary banks business during 2009, and IBC anticipates that such banking
transactions will continue in the future.
All loans and commitments to loan included in such banking transactions
were made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with persons not related to IBC, and all of such
indebtedness is fully performing and complies with Federal lending restrictions
included in Section 22(h) of the Federal Reserve Act (12 U.S.C.
375b). The indebtedness, in the opinion
of IBCs management, did not involve more than a normal risk of collectability
or present other unfavorable features.
Mr. Trevino will receive the standard
compensation provided to IBCs non-employee directors, the details of which are
as follows:
·
Mr. Trevino
will receive compensation for his services as a director of IBC in the amount
of $900 for each IBC board meeting and $300 for each meeting of a Board
committee he attends. Occasionally,
Board meetings are held by telephone conference and he will not be paid for
these meetings.
·
Mr. Trevino
will continue to receive compensation for his services as a director of the
Bank in the amount of $900 for each board meeting and $300 for each meeting of
a board committee of the Bank that he attends.
·
Mr. Trevino
will receive no stock options or other equity-based awards in connection with
his service as a member of IBCs Board or as a member of the Banks board of
directors.
Item 8.01 Other Events
On March 11, 2010, IBC
issued a news release announcing that on March 9, 2010, the IBC Board
approved the declaration of a seventeen cents per share cash dividend for all
holders of common stock, $1.00 par value, of record on April 1, 2010. The dividend will be payable on April 19,
2
2010.
The Board also announced the
extension of IBCs stock repurchase
program by authorizing the repurchase of up to $40 million of IBC common stock
during the twelve month period commencing on April 9, 2010, which
repurchase cap the Board is inclined to increase over time.
On
March 11, 2010, the Board also announced that on March 5, 2010, a
judgment was entered against IBC in a dispute related to certain tax matters
that were inherited by IBC in its 2004 acquisition of Local Financial
Corporation. IBC is disappointed with
the judgment but believes it has a number of valid grounds for appeal which it
intends to pursue. Management is currently analyzing the amount to be reserved
in connection with this dispute. At this time, management believes the
reserve addition related to this matter will be approximately $21.8 million
based on managements judgment of IBCs current exposure. Management will
continue to review the developments in this dispute and make appropriate
adjustments to the amount reserved if necessary.
The news release announcing
the director appointment described in Item 5.02 above, the cash dividend, the
extension of IBCs stock repurchase program, and the litigation matter attached
hereto and filed herewith as Exhibit 99, is incorporated herein by
reference.
All of the information furnished in
Item 8.01 of this report and the accompanying exhibits are also intended
to be included under Item 7.01 Regulation Fair Disclosure and shall not be
deemed to be filed for the purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended, is not subject to the liabilities of that
section and shall not be incorporated by reference in any filing under the
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
99
News Release of International Bancshares Corporation dated
March 11, 2010 entitled,
International Bancshares
Corporation Announces Cash Dividend, Extension of Stock Repurchase Program,
Appointment of New Director and Litigation Matter.
3
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.
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INTERNATIONAL BANCSHARES
CORPORATION
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(Registrant)
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By:
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/s/ Dennis E. Nixon
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Dennis E. Nixon, President
and
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Chairman of the Board
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Date: March 11, 2010
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4
EXHIBIT INDEX
Exhibit Number
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Description
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Page
Number
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99
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News Release of
International Bancshares Corporation dated March 11, 2010 entitled,
International
Bancshares Corporation Announces Cash Dividend, Extension of Stock Repurchase
Program, Appointment of New Director and Litigation Matter.
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5
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5
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