-----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, EC3dJCxvNNV33eSYygADPXgyIpRPMm7wN3CuJGz7ZuGBIphZ8ywXfdD/dPhB62U2 8Kkccev9bYiCJao/mJWiLQ== 0001104659-06-063034.txt : 20060926 0001104659-06-063034.hdr.sgml : 20060926 20060926113451 ACCESSION NUMBER: 0001104659-06-063034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060925 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS REGIONAL BANCSHARES INC CENTRAL INDEX KEY: 0000787648 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742294235 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14517 FILM NUMBER: 061107996 BUSINESS ADDRESS: STREET 1: 3700 N TENTH STE 301 STREET 2: PO BOX 5910 CITY: MCALLEN STATE: TX ZIP: 78501 BUSINESS PHONE: 9566315400 MAIL ADDRESS: STREET 1: P O BOX 5910 STREET 2: P O BOX 5910 CITY: MCALLEN STATE: TX ZIP: 78501-5910 8-K 1 a06-20228_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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)                                                                     September 25, 2006

 

TEXAS REGIONAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

000-14517

 

74-2294235

(State or other jurisdiction

 

(Commission File

 

(IRS Employer

of incorporation)

 

Number)

 

Identification No.)

 

 

 

 

 

P. O. Box 5910

 

 

3900 North 10th Street, 11th Floor, McAllen, TX

 

78502-5910

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code                                                                       (956) 631-5400

 

Not Applicable

(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:

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

 

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

 

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

 

o                                                          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 September 25, 2006, Texas Regional Bancshares, Inc. issued a press release announcing the results of the voting at a Special Meeting of Shareholders held on September 25, 2006.  The press release is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

 

Exhibits.

 

 

 

99.1

 

Press release of Texas Regional Bancshares, Inc. dated September 25, 2006.

 

2




SIGNATURE

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.

 

 

TEXAS REGIONAL BANCSHARES, INC.

 

 

(Registrant)

 

 

 

September 26, 2006

 

 

/s/ G.E Roney

 

 

 

Glen E. Roney

 

 

Chairman of the Board, President

 

 

& Chief Executive Officer

 

3




EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

Press release of Texas Regional Bancshares, Inc. dated September 25, 2006.

 

4



EX-99.1 2 a06-20228_1ex99d1.htm EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE
September 25, 2006

TEXAS REGIONAL BANCSHARES, INC.
SHAREHOLDERS APPROVE MERGER WITH BBVA

MCALLEN, TEXAS—Texas Regional Bancshares, Inc. (Texas Regional or the Company) (NASDAQ: TRBS), bank holding company for Texas State Bank, announced that the Company’s shareholders approved its merger with Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) at the Special Meeting of Shareholders held on September 25, 2006.  Over 99% of all votes cast were voted in favor of the transaction.  The votes cast in favor of the transaction constitute over 81% of all outstanding shares on August 8, 2006, the record date for the Special Meeting.  The consummation of the transaction, which remains subject to receipt of required regulatory approvals and satisfaction of customary closing conditions as described in the merger agreement, is expected to occur in the fourth quarter of 2006.

OTHER INFORMATION

 

As previously announced, Texas Regional has signed a definitive merger agreement for the acquisition of the Company by BBVA.  The definitive agreement has been filed with the Securities and Exchange Commission (SEC).  Texas Regional has also filed a proxy statement and other relevant documents concerning the proposed merger transaction with the SEC.  The proxy statement relates to the special meeting of the shareholders of Texas Regional held on September 25, 2006, at which meeting the agreement and plan of merger with BBVA was approved and adopted by the shareholders.  The definitive agreement, proxy statement, and the other information contain important information concerning the transaction.  Investors are urged to read the definitive agreement and the proxy statement and all other relevant documents filed with the SEC.  You may obtain the documents at no charge at the website maintained by the SEC at www.sec.gov.  In addition, you may obtain copies of documents filed with the SEC by Texas Regional at no charge by contacting John A. Martin, Chief Financial Officer, Texas Regional Bancshares, Inc., 3900 North Tenth Street, Eleventh Floor, McAllen, Texas  78501.  Mr. Martin can also be reached by telephone at (956) 631-5400.

Texas Regional is a McAllen-based bank holding company whose stock trades on The NASDAQ Stock Market® under the symbol TRBS. Texas State Bank, its wholly owned subsidiary, conducts a commercial banking business through over 70 banking centers across Texas primarily located in the metropolitan areas of Beaumont-Port Arthur, Brownsville-Harlingen-San Benito, Corpus Christi, Dallas, Houston, McAllen-Edinburg-Mission and Tyler.

This release and other information are available on Texas Regional’s website at www.trbsinc.com. The information available on Texas Regional’s website can also be obtained at no charge from John A. Martin, Chief Financial Officer, at the address and telephone number indicated above.




FORWARD-LOOKING INFORMATION

 

This release, information filed by Texas Regional with the SEC, and information on Texas Regional’s website may contain forward-looking information (including information related to plans, projections or future performance of Texas Regional and its subsidiaries and planned market opportunities, employment opportunities and synergies from mergers, and information related to Texas Regional’s proposed transaction with BBVA), 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 prove incorrect, Texas Regional’s results could differ materially from Texas Regional’s expectations in these statements. Texas Regional assumes no obligation and does not intend to update these forward-looking statements. For further information, please see Texas Regional’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which are available at Texas Regional’s website at www.trbsinc.com and the SEC’s website at www.sec.gov.

CONTACT: Glen E. Roney, Chief Executive Officer, or John A. Martin, Chief Financial Officer, at (956) 631-5400, both of Texas Regional.



-----END PRIVACY-ENHANCED MESSAGE-----