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): Commission File Number
September 4, 1998 0-7674
------
FIRST FINANCIAL BANKSHARES, INC.
--------------------------------
(Exact Name of Registrant as Specified in its Charter)
Texas 75-0944023
- ------------------------ ----------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
400 Pine Street, Abilene, Texas 79601
-------------------------------------
(Address of Executive Offices and Zip Code)
Registrant's Telephone Number (915) 627-7155
ITEM 5. Other Events.
On September 4, 1998, First Financial Bankshares, Inc. (the "Company")
entered into a Stock Exchange Agreement and Plan of Reorganization (the
"Exchange Agreement") with Cleburne State Bank ("CSB"). The Company, pursuant to
a Prospectus and upon or following the effective date of a Registration
Statement to be filed with the Securities and Exchange Commission, will offer to
exchange 1.75 shares of its common stock for each outstanding share of CSB
common stock. Acquisition of CSB by the Company is subject to approval by the
Board of Governors of the Federal Reserve System and other federal and state
regulatory authorities, as well as, subject to satisfaction of the conditions
contained in the Exchange Agreement. If the transaction is approved by federal
and state regulatory authorities, it is anticipated that the acquisition of CSB
will be closed during the last quarter of 1998. Conditioned upon completion of
the above-described transaction, it is anticipated that CSB would merge into the
Company's affiliate, First National Bank in Cleburne, subject to complying with
federal and state regulatory requirements for the merger of a state banking
association into a national banking association.
CSB is a state banking association originally chartered in 1980. CSB
operates two full-service locations, one in Cleburne, Texas and a branch in
nearby Alvarado, Texas, which locations are within 25 miles of Fort Worth, Texas
and should be considered part of the Fort Worth banking market. As of August 31,
1998, CSB had assets totaling $83,200,000 and shareholders' equity of
$7,700,000. The company's affiliated bank in Cleburne, Texas, First National
Bank in Cleburne, has total assets of approximately $100,000,000 and operates
locations in Cleburne, Texas and Burleson, Texas.
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.
FIRST FINANCIAL BANKSHARES, INC.
(Registrant)
DATE: September 16, 1998 By: /S/ CURTIS R. HARVEY
----------------------------
CURTIS R. HARVEY
Executive Vice President and
Chief Financial Officer
[C:\WP51\FFB\FORM8K.CSB]