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): June 7, 1995
INTERNATIONAL BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 0-9439
TEXAS 74-2157138
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1200 SAN BERNARDO, LAREDO, TEXAS 78040-1359
(Address of principal executive office) (ZIP Code)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (210) 722-7611
NONE
(Former name or former address, if changed since last report)
Page: 1
Total Pages: 64
Exhibit Index on Page: 4
ITEM 5. OTHER EVENTS
Effective June 7, 1995, the state of incorporation of International
Bancshares Corporation (the "Company") was changed from Delaware to Texas. The
primary purpose of the reincorporation was to enable the Company to realize
savings in state franchise taxes.
The reincorporation was effected by means of a merger of the Company into
a wholly-owned Texas subsidiary formed for that purpose. The reincorporation
will not cause any change in the name, business, management, capital structure
or location of operations of the Company.
As a result of the reincorporation, shareholders of the Company became
shareholders of a corporation governed by Texas law and articles of
incorporation and by-laws adopted thereunder. Certificates which previously
represented shares of the Company's capital stock or other securities continue
to represent a like number of shares of capital stock or amounts of other
securities of the Texas successor to the Company.
The reincorporation and its consequences are described in the Company's
Proxy Statement dated April 20, 1995, a copy of which is filed as an exhibit to
this report and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c. Exhibits
The following exhibits are filed as part of this report:
2. Agreement and Plan of Merger dated as of June 7, 1995, by and
between International Bancshares Corporation, a Delaware
corporation, and International Bancshares Corporation, a Texas
corporation.
3.1. Articles of Incorporation of International Bancshares
Corporation.
3.2. By-Laws of International Bancshares Corporation.
99. Proxy Statement of International Bancshares Corporation dated
April 20, 1995.
2
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: June 15, 1995
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Merger dated as of June 7, 1995, by and
between International Bancshares Corporation, a Delaware
corporation, and International Bancshares Corporation, a Texas
corporation
3.1 Articles of Incorporation of International Bancshares
Corporation
3.2 By-Laws of International Bancshares Corporation
99 Proxy Statement of International Bancshares Corporation dated
April 20, 1995
4