-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UmbcImi4zbbyBZzLQBdZoyhga7G1EGh7xW75tk78xi7+iXpNgpBnCwUpnC0Ua0o5 MMIyplLH3tKlTtcMZ0lwhA== 0001104659-04-016520.txt : 20040609 0001104659-04-016520.hdr.sgml : 20040609 20040609131929 ACCESSION NUMBER: 0001104659-04-016520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040609 ITEM INFORMATION: Other events FILED AS OF DATE: 20040609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL BANCSHARES CORP CENTRAL INDEX KEY: 0000315709 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742157138 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09439 FILM NUMBER: 04855490 BUSINESS ADDRESS: STREET 1: 12OO SAN BERNARDO AVE STREET 2: PO BOX 1359 CITY: LAREDO STATE: TX ZIP: 78040-1359 BUSINESS PHONE: 9567227611 MAIL ADDRESS: STREET 1: P O BOX 1359 STREET 2: 1200 SAN BERNARDO CITY: LAREDO STATE: TX ZIP: 78040 8-K 1 a04-6812_18k.htm 8-K

 

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): June 9, 2004

 

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Commission File Number 0-9439

 

Texas

 

74-2157138

(State or other Jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

1200 San Bernardo, Laredo, Texas

 

78040-1359

(Address of principal executive offices)

 

(ZIP Code)

 

 

 

(Registrant’s telephone number, including area code)  (956) 722-7611

 

 

 

None

(Former name or former address, if changed since last report)

 

 

 

Item 5. Other Events and Regulation FD Disclosure

 

On June 9, 2004, International Bancshares Corporation (NASDAQ:  IBOC) and Local Financial Corporation (NASDAQ:  LFIN) announced that the deadline for LFIN stockholders to make an election to receive cash or shares of IBOC common stock (or a combination of cash and shares of IBOC common stock), subject to proration, in connection with the pending merger between IBOC and LFIN has been extended from Friday, June 11, 2004 to Monday, June 14, 2004 at 5:00 p.m., New York City time.  The news release, attached hereto and filed herewith as Exhibit 99, is incorporated herein by reference.

 

All of the information furnished in Item 5 of this report and the accompanying exhibits are also intended to be included under “Item 9 – 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.

 

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 9, 2004

 

 

 

3

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99

 

News Release of International Bancshares Corporation dated June 9, 2004

 

4

 EX-99 2 a04-6812_1ex99.htm EX-99

EXHIBIT 99

 

International Bancshares Corporation and Local Financial Corporation Announce
Extension of Election Deadline In Connection With Pending Merger

 

LAREDO, TEXAS, and OKLAHOMA CITY, OKLAHOMA, June 9, 2004 - International Bancshares Corporation (Nasdaq: IBOC) and Local Financial Corporation (Nasdaq: LFIN) today announced that the deadline for LFIN stockholders to make an election to receive cash or shares of IBOC common stock (or a combination of cash and shares of IBOC common stock), subject to proration, in connection with the pending merger between IBOC and LFIN has been extended from Friday, June 11, 2004, to Monday, June 14, 2004, at 5:00 P.M., New York City time, in light of Friday’s financial market closure in observance of the funeral of former President Ronald Reagan.  The merger is still expected to become effective after the close of business on June 18, 2004.  Assuming the merger becomes effective on that date, the period for determining the IBOC common stock value for purposes of calculating the number of shares of IBOC common stock that those LFIN stockholders receiving IBOC shares in the merger will receive will be the ten trading day period beginning May 26, 2004.

 

LFIN stockholders wishing to make an election to receive cash and/or IBOC stock must deliver to American Stock Transfer, the Exchange Agent, a properly completed Election Form and Letter of Transmittal, together with their stock certificates or properly completed notices of guaranteed delivery, by the election deadline, on Monday, June 14, 2004.  LFIN stockholders who do not properly deliver such documentation to American Stock Transfer (at the address specified in the Election Form and Letter of Transmittal) prior to the election deadline will not be able to elect the form of merger consideration they would like to receive.  The amount of cash and/or IBOC common stock that such non-electing stockholders will receive will then depend primarily on the elections made by the other LFIN stockholders, as more fully described in the proxy statement-prospectus previously sent to stockholders.

 

The Election Form and Letter of Transmittal was mailed to LFIN stockholders on or about May 12, 2004. LFIN stockholders may obtain additional copies of the Election Form and Letter of Transmittal by contacting the Exchange Agent at (877) 248-6417.

 

Prior to the election deadline, LFIN stockholders who have made elections may change their elections by submitting to the Exchange Agent a revised Election Form and Letter of Transmittal, properly completed and signed, that is received by the Exchange Agent prior to the election deadline and by otherwise timely complying with the other conditions for valid elections set forth in the Election Form and Letter of Transmittal.  LFIN stockholders who have made elections and submitted their share certificates may at any time prior to the election deadline revoke their elections and withdraw their share certificates deposited with the Exchange Agent by written notice to the Exchange Agent received prior to the election deadline.  After the election deadline, LFIN stockholders may not change or revoke their elections and may not withdraw their share certificates unless the merger agreement is terminated.

 

Forward Looking Statements and Other Notices

 

This document and information on IBOC’s and/or LFIN’s website may contain forward-looking information (including information related to plans, projections or future performance of IBOC and its subsidiaries and planned market opportunities, employment opportunities and synergies from the acquisition of LFIN), the occurrence of which involve certain risks, uncertainties, assumptions and

 

 

other factors which could materially affect future results.  If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, IBOC’s results could differ materially from IBOC’s and/or LFIN’s expectations in these statements.  Neither IBOC nor LFIN assumes any obligation and does not intend to update these forward-looking statements.  For further information, please see IBOC’s and LFIN’s reports filed with the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934, which are available at the SEC’s website at www.sec.gov.

 

In connection with the proposed transaction, IBOC and LFIN have filed a proxy statement-prospectus with the SEC.  Investors and security holders are advised to read the proxy statement-prospectus because it contains important information.  Investors and security holders may obtain a free copy of the proxy statement-prospectus and other documents filed by IBOC and LFIN with the SEC at the SEC’s website at http://www.sec.gov.

 

IBOC’s and LFIN’s filings with the SEC are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov. In addition, requests for documents relating to IBOC and LFIN should be directed as follows:

 

For IBC:

For Local:

 

 

International Bancshares Corporation

P.O. Box 1359

1200 San Bernardo

Laredo, Texas 78040

Attn: Eliza Gonzalez, First Vice President-IBC Bank

(956) 722-7611

Local Financial Corporation

3601 N.W. 63rd Street

Oklahoma City, Oklahoma 73116

Attn: Richard L. Park, Interim Chief Executive Officer and Chief Financial Officer

(405) 841-2298

 

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