8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

October 1, 2014

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas	001-35854	13-4219346
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Redbud Boulevard, Suite 400

McKinney, TX 75069-3257

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 562-9004

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:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 1, 2014, Independent Bank Group, Inc. (“Independent”) completed the previously announced acquisition of Houston City Bancshares, Inc. (“Houston City”) and its wholly owned subsidiary, Houston Community Bank, N.A., pursuant to the terms of that certain previously announced Agreement and Plan of Reorganization, dated June 2, 2014, by and among Independent and Houston City. Immediately following the acquisition of Houston City, Houston Community Bank, N.A. was merged with and into Independent Bank, Independent’s wholly owned bank subsidiary.

In connection with this acquisition, Independent issued approximately 637,883 shares of Independent common stock and paid approximately $16.8 million in cash to the shareholders of Houston City in consideration for all outstanding shares of Houston City common stock.

The press release issued by Independent announcing completion of the acquisition is attached as Exhibit 99.1 to this Current Report on Form 8‑K.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

The following are filed or incorporated by reference as exhibits to this Current Report on Form 8-K:

2.1	Agreement and Plan of Reorganization, dated as of June 2, 2014, by and among Independent Bank Group, Inc. and Houston City Bancshares, Inc., which is incorporated herein by reference to Appendix A to the proxy statement/prospectus that forms a part of Independent’s Registration Statement on Form S-4 (Registration No. 333‑197556) filed with the SEC on July 22, 2014.
99.1	Press Release issued by Independent Bank Group, Inc. dated October 1, 2014, relating to completion of the acquisition of Houston City Bancshares, Inc. and its wholly owned subsidiary, Houston Community Bank, N.A..*

*    Filed herewith.

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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.

Dated: October 1, 2014

INDEPENDENT BANK GROUP, INC.

(Registrant)

By:	/s/ David R. Brooks
Name:	David R. Brooks
Title:	Chairman of the Board and Chief Executive Officer

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EXHIBIT INDEX

2.1	Agreement and Plan of Reorganization, dated as of June 2, 2014, by and among Independent Bank Group, Inc. and Houston City Bancshares, Inc., which is incorporated herein by reference to Appendix A to the proxy statement/prospectus that forms a part of Independent’s Registration Statement on Form S-4 (Registration No. 333‑197556) filed with the SEC on July 22, 2014.
99.1	Press Release issued by Independent Bank Group, Inc. dated October 1, 2014, relating to completion of the acquisition of Houston City Bancshares, Inc. and its wholly owned subsidiary, Houston Community Bank, N.A.*

*    Filed herewith.

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EX-99.1

Exhibit 99.1

Press Release

For Immediate Release

Independent Bank Group, Inc. Completes Acquisition of Houston City Bancshares, Inc.

MCKINNEY, Texas, October 1, 2014 (GLOBE NEWSWIRE) -- Independent Bank Group, Inc. (Nasdaq:IBTX), the holding company for Independent Bank, today announced the completion of the acquisition of Houston City Bancshares, Inc. and its subsidiary, Houston Community Bank, N.A., Houston, Texas. As of June 30, 2014, Houston Community Bank reported total assets of $320 million, total deposits of $291 million, and total equity capital of $28.3 million. Houston Community Bank is a full service commercial bank with six offices in the Houston area.

Under the terms of the definitive agreement, Independent Bank Group issued approximately 637,883 shares of Independent Bank Group common stock and paid approximately $16.8 million in cash for the outstanding shares of Houston City Bancshares common stock.

About Independent Bank Group

Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates 35 banking offices in three market regions located in the Dallas/Fort Worth, Austin and Houston, Texas areas.

In connection with the acquisition of Houston City Bancshares, Independent Bank Group filed with the Securities and Exchange Commission registration statements on Form S-4 to register the shares of Independent Bank Group's common stock issued to the shareholders of Houston City Bancshares. The registration statement includes a proxy statement/prospectus which was sent to the shareholders of Houston City Bancshares seeking their approval of the transaction.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENTS ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE TRANSACTION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT INDEPENDENT BANK GROUP AND HOUSTON CITY BANCSHARES AND THE TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the Securities and Exchange Commission at http://www.sec.gov or from Independent Bank Group at its website, www.ibtx.com. Documents filed with the SEC by Independent Bank Group will be available free of charge by directing a request by telephone or mail to Independent Bank Group, Inc., 1600 Redbud Blvd., Suite 400, McKinney, Texas 75069, 972-562-9004.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the securities laws that are based on current expectations, assumptions, estimates and projections about Independent Bank Group and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Independent Bank Group's control that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Independent Bank Group can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the trading price of Independent Bank Group common stock; the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Independent Bank Group's securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; economic conditions, including current rate fluctuations and interest rate fluctuations; and weather. These and various other factors are discussed in Independent Bank Group's Annual Report on Form 10-K for the year ended December 31, 2013, and its Quarterly Report on Form 10-Q for the quarters ended March 31, 2014, and June 30, 2014, and other reports and statements that Independent Bank Group has filed with the SEC.

CONTACT:

Analysts/Investors:

Torry Berntsen

President and Chief Operating Officer

(972) 562-9004

tberntsen@ibtx.com

Michelle Hickox

Executive Vice President and Chief Financial Officer

(972) 562-9004

mhickox@ibtx.com

Media:

Eileen Ponce

Marketing Director

(469) 301-2706

eponce@ibtx.com