AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 1997
REGISTRATION NO. 333-16509
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SOUTHWEST BANCORPORATION OF TEXAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 6712
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
76-0519693
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
4400 POST OAK PARKWAY
HOUSTON, TX 77027
(713) 235-8800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DAVID C. FARRIES
EXECUTIVE VICE PRESIDENT
SOUTHWEST BANCORPORATION OF TEXAS, INC.
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(713) 235-8800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
MICHAEL P. FINCH FRED B. WHITE, III
VINSON & ELKINS L.L.P. SKADDEN, ARPS, SLATE,
1001 FANNIN, SUITE 2300 MEAGHER & FLOM LLP
HOUSTON, TX 77002 919 THIRD AVENUE
(713) 758-2222 NEW YORK, NY 10022
(212) 735-3000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share.......................... 1,507,253 shares $17.00 $25,623,301 $7,765
========================================================================================================================
</TABLE>
(1) Includes 172,500 shares of Common Stock subject to the Underwriters'
over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a) under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
******************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR *
* SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH *
* OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR *
* QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. *
* *
******************************************************************************
SUBJECT TO COMPLETION, DATED JANUARY 9, 1997
PROSPECTUS
[LOGO]
1,334,753 SHARES
SOUTHWEST BANCORPORATION OF TEXAS, INC.
COMMON STOCK
Of the 1,334,753 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), offered hereby (the "Offering"), 1,150,000 shares are being
sold by Southwest Bancorporation of Texas, Inc. (the "Company") and 184,753
shares are being sold by certain shareholders of the Company ("Selling
Shareholders"). Prior to this Offering, there has been no established public
trading market for the Common Stock. It is estimated that the initial public
offering price will be in the range of $15.00 to $17.00 per share. See
"Underwriting." The Common Stock has been approved for quotation on the Nasdaq
National Market under the symbol "SWBT."
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT
ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
Proceeds Proceeds
Price to Underwriting to to Selling
Public Discount(1) Company(2) Shareholders
- --------------------------------------------------------------------------------
Per Share ...............$ $ $ $
- --------------------------------------------------------------------------------
Total(3) ................$ $ $ $
================================================================================
(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."
(2) Before deducting offering expenses payable by the Company, estimated at
$350,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
172,500 additional shares of Common Stock, on the same terms and conditions
as set forth above, solely to cover over-allotments, if any. If such option
is exercised in full, the total Price to Public, Underwriting Discount and
Proceeds to Company will be approximately $ , $ and
$ , respectively. See "Underwriting."
The shares of Common Stock to be distributed to the public are offered by
the Underwriters, subject to prior sale, when, as and if issued to and accepted
by the Underwriters, subject to approval of certain legal matters by counsel for
the Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part.
------------------------------
KEEFE, BRUYETTE & WOODS, INC. LEGG MASON WOOD WALKER
INCORPORATED
------------------------------
The date of this Prospectus is , 1997.
<PAGE>
The following charts present selected consolidated financial data for the
six years in the period ended December 31, 1996. This financial data should be
read in conjunction with the Consolidated Financial Statements of the Company
and the Notes thereto, appearing elsewhere in this Prospectus, the information
contained in "Recent Developments" and the information contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
[GRAPHIC OMITTED]
[Description of graphic: bar graphs showing loans, deposits and assets as of
December 31, 1991, 1992, 1993, 1994, 1995 and 1996.]
[Bar graphs showing net income for the years ended December 31, 1991,
1992, 1993, 1994, 1995 and 1996.]
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE COMPLETE, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION AND FINANCIAL
STATEMENTS (INCLUDING THE NOTES THERETO) APPEARING ELSEWHERE IN THIS PROSPECTUS.
UNLESS OTHERWISE INDICATED, ALL SHARE AND PER SHARE INFORMATION HAS BEEN
ADJUSTED TO GIVE EFFECT TO A 2.5 FOR 1 SPLIT OF THE COMMON STOCK (THE "STOCK
SPLIT") EFFECTED IN THE FORM OF A STOCK DIVIDEND ISSUED TO SHAREHOLDERS OF
RECORD AS OF NOVEMBER 20, 1996. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN
THIS PROSPECTUS ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT
EXERCISED.
THE COMPANY
Southwest Bancorporation of Texas, Inc. (the "Company") is a bank holding
company headquartered in Houston, Texas. As of December 31, 1996, the Company
had assets of $1.0 billion, net loans of $595.5 million, total deposits of
$833.6 million and total shareholders' equity of $54.6 million. Substantially
all of the Company's revenue and income is derived from the operation of its
bank subsidiary, Southwest Bank of Texas National Association, a national bank
with seven full service banking facilities in the Houston area (the "Bank").
The Bank provides a full range of commercial and private banking services,
including financial planning and investment management, to small and middle
market businesses and individuals in the Houston metropolitan area. Based on
total assets as of September 30, 1996, the Company is the largest independent
bank holding company headquartered in the Houston metropolitan area.
Walter E. Johnson joined the Bank in June 1989 as President and Chief
Executive Officer and began to assemble the Company's current management team.
An opportunity to develop a premier middle market franchise existed because many
of the large established Texas banks had either failed or had been acquired by
out of state banks and many super-community banks were suffering from severe
asset quality problems. In addition, some of the large regional banks currently
operating in Texas had not entered the market place at that time. As a result,
the Company's assets have grown from $43.4 million at June 30, 1989 to $1.0
billion at December 31, 1996, without acquisitions or mergers.
Management believes that its emphasis on local relationship banking,
together with its conservative approach to lending and resultant strong asset
quality, have assisted the Company toward its goal of becoming the preeminent
middle market lender in the Houston area. High-quality personal service and
responsiveness to customer needs using state-of-the-art technology have
attracted numerous customers from larger regional banks. Through a team of
seasoned managers with significant lending experience, the Company seeks to
develop long-term relationships with middle market companies. These companies
are typically privately-held with annual revenues ranging between $1 million and
$250 million and loan requirements of $150,000 to $10 million. The Company also
offers a full array of consumer lending and deposit products, including private
banking services for high net worth individuals and families.
The Company's business strategy is to (i) target middle market operating
companies and private banking customers in the Houston area for loans, deposits,
treasury management services, investment services and international services,
(ii) explore selected opportunities to establish branches in areas that
demographically complement the Company's existing and targeted customer base and
(iii) pursue selected opportunities to acquire other financial institutions.
The Houston metropolitan area offers significant growth opportunities for
the Company. Houston ranked as the fourth largest city in the United States with
an estimated population of approximately 3.8 million people in the Houston
metropolitan area in 1995.
3
<PAGE>
Description of Graphic: Map of Houston metropolitan area showing branch
locations of Southwest Bank of Texas N.A.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company..... 1,150,000 shares
Common Stock offered by the Selling
Shareholders.......................... 184,753 shares
Common Stock outstanding after the
Offering.............................. 9,134,961 shares(1)
Use of Proceeds......................... Approximately $7.5 million is expected to be used to
redeem preferred stock issued by the Bank and the
remainder will be used for general corporate purposes.
See "Use of Proceeds."
Risk Factors............................ See "Risk Factors" for a discussion of certain factors
that should be considered by each prospective investor.
Proposed Nasdaq National Market
Symbol................................ SWBT
</TABLE>
- ------------
(1) This number includes 250,000 shares to be issued to Walter E. Johnson upon
his exercise of an outstanding stock option immediately prior to the closing
of the Offering, but excludes 910,025 shares of Common Stock reserved for
issuance upon the exercise of the remaining outstanding stock options
granted under the Company's stock option plans. See "Management -- Employee
Stock Option Plans." As of the date of this Prospectus, the Company had
outstanding 7,734,961 shares of Common Stock. See "Capitalization."
4
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated financial data of the Company is derived
from the Selected Consolidated Financial Data appearing elsewhere in this
Prospectus, and should be read in conjunction with the Consolidated Financial
Statements of the Company and the Notes thereto and the information contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net interest income.............. $ 26,288 $ 20,640 $ 28,692 $ 22,844 $ 16,940 $ 11,974 $ 8,148
Provision for loan losses........ 840 685 925 1,145 1,005 767 540
--------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for loan
losses..................... 25,448 19,955 27,767 21,699 15,935 11,207 7,608
Noninterest income............... 3,487 2,623 3,712 3,063 2,159 1,478 1,196
Noninterest expenses............. 17,043 13,978 19,458 15,782 12,684 9,042 6,860
--------- --------- --------- --------- --------- --------- ---------
Income before taxes.......... 11,892 8,600 12,021 8,980 5,410 3,643 1,944
Preferred stock dividend......... 341 -- 50 -- -- -- --
Net income available to common
shareholders................... 7,388 5,586 7,757 5,839 3,555 2,763 1,944
PER SHARE DATA:
Net income(1).................... $ 0.87 $ 0.66 $ 0.92 $ 0.70 $ 0.43 $ 0.44 $ 0.33
Book value....................... 6.63 5.51 5.81 4.65 3.84 3.38 2.73
Weighted average common shares
outstanding (in thousands)..... 8,535 8,403 8,414 8,321 8,231 6,273 5,975
AVERAGE BALANCE SHEET DATA:
Total assets..................... $ 839,105 $ 640,349 $ 668,996 $ 511,171 $ 393,581 $ 270,326 $ 192,991
Securities....................... 302,707 189,066 206,717 140,478 105,965 65,713 47,373
Loans............................ 467,846 378,206 388,329 317,373 243,805 173,486 121,115
Allowance for loan losses(2)..... 5,280 4,609 4,700 3,679 2,696 2,161 1,745
Total deposits................... 669,223 528,391 551,661 437,828 345,426 244,764 174,530
Total shareholders' equity....... 47,959 39,392 40,397 33,473 27,494 16,905 14,084
PERFORMANCE RATIOS(3):
Return on average assets......... 1.18% 1.17% 1.16% 1.14% 0.90% 1.02% 1.01%
Return on average common
equity......................... 20.58 18.96 19.20 17.44 12.93 16.34 13.80
Net interest margin.............. 4.49 4.62 4.60 4.82 4.65 4.81 4.53
Efficiency ratio(4).............. 56.99 59.72 58.08 60.67 66.41 67.22 73.42
ASSET QUALITY RATIOS(2):
Nonperforming assets to total
loans and other real estate.... 0.47% 0.30% 0.07% 0.19% 0.22% 0.31% 0.09%
Net charge-offs (recoveries) to
average loans(3)............... 0.07 0.02 0.08 0.03 (0.02) 0.24 0.30
Allowance for loan losses to
total loans.................... 1.05 1.21 1.12 1.20 1.14 1.05 1.28
Allowance for loan losses to
nonperforming loans(5)......... 253.95 400.82 1,673.78 1,081.58 1,406.84 1,231.31 10,925.88
CAPITAL RATIOS(2):
Leverage ratio................... 6.52% 5.96% 6.29% 6.33% 6.23% 7.62% 6.47%
Average shareholders' equity to
average total assets........... 5.72 6.15 6.04 6.55 6.99 6.25 7.30
Tier 1 risk-based capital
ratio.......................... 10.68 9.93 10.72 9.59 10.04 12.23 10.40
Total risk-based capital ratio... 11.65 11.08 11.74 10.72 11.15 13.27 11.70
</TABLE>
- ------------
(1) Net income per share is based upon the weighted average number of common
shares and common share equivalents outstanding during the period.
(2) At period end, except net charge-offs (recoveries) to average loans.
(3) All interim periods have been annualized.
(4) Calculated by dividing total noninterest expenses, excluding securities
losses, by net interest income plus noninterest income.
(5) Nonperforming loans consist of nonaccrual loans and loans contractually past
due 90 days or more.
5
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY, ITS
BUSINESS AND PROSPECTS BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK
OFFERED HEREBY.
EXPOSURE TO LOCAL ECONOMIC CONDITIONS
The Company's success is dependent to a significant extent upon general
economic conditions in the Houston metropolitan area. The banking industry in
Texas and Houston is affected by general economic conditions such as inflation,
recession, unemployment and other factors beyond the Company's control. During
the mid-1980's, severely depressed oil and gas prices materially and adversely
affected the Texas and Houston economies, causing recession and unemployment in
the region and resulting in excess vacancies in the Houston real estate market
and elsewhere in the state. Since 1987, the local economy has improved in part
due to its expansion into non-energy related industries. As the Houston economy
has diversified away from the energy industry, however, it has become more
susceptible to adverse effects resulting from recession in the national economy.
Economic recession over a prolonged period of time in the Houston area could
cause significant increases in nonperforming assets, thereby causing operating
losses, impairing liquidity and eroding capital. There can be no assurance that
future adverse changes in the local economy would not have a material adverse
effect on the Company's financial condition, results of operations or cash
flows.
INTEREST RATE RISK
The Company's earnings depend to a substantial extent on "rate
differentials", i.e., the differences between the income the Company receives
from loans, securities and other earning assets, and the interest expense it
pays to obtain deposits and other liabilities. These rates are highly sensitive
to many factors which are beyond the Company's control, including general
economic conditions and the policies of various governmental and regulatory
authorities. For example, in an expanding economy, loan demand usually increases
and the interest rates charged on loans usually increase. Increases in the
discount rate by the Federal Reserve Board usually lead to rising interest
rates, which affect the Company's interest income, interest expense and
securities portfolio. Also, governmental policies such as the creation of a tax
deduction for individual retirement accounts can increase savings and affect the
Company's cost of funds. From time to time, maturities of assets and liabilities
are not balanced, and a rapid increase or decrease in interest rates could have
an adverse effect on the net interest margin and results of operations of the
Company. The nature, timing and effect of any future changes in federal monetary
and fiscal policies on the Company and its results of operations are not
predictable. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Financial Condition--Interest Rate Sensitivity and
Liquidity."
COMPETITION
The banking business is highly competitive, and the profitability of the
Company depends principally upon the Company's ability to compete in the Houston
metropolitan area. In addition to competing with other commercial and savings
banks and savings and loan associations, the Company competes with credit
unions, finance companies, mutual funds, insurance companies, brokerage and
investment banking firms, asset-based non-bank lenders and governmental
organizations that may offer subsidized financing at lower rates than those
offered by the Company. Many of such competitors have significantly greater
financial and other resources than the Company. Although the Company has been
able to compete effectively in the past, no assurance can be given that the
Company will continue to be able to compete effectively in the future. Various
legislative acts in recent years have led to increased competition among
financial institutions. There can be no assurance that the United States
Congress will not enact legislation that may further increase competitive
pressures on the Company. Competition from both financial and non-financial
institutions is expected to continue.
6
<PAGE>
SUPERVISION AND REGULATION
Bank holding companies and banks operate in a highly regulated environment
and are subject to extensive supervision and examination by federal and state
regulatory agencies. The Company is subject to the Bank Holding Company Act of
1956, as amended (the "BHCA"), and to regulation and supervision by the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board"). The
Bank, as a national banking association, is subject to regulation and
supervision by the Office of the Comptroller of the Currency (the "OCC") and,
as a result of the insurance of its deposits, the Federal Deposit Insurance
Corporation (the "FDIC"). These regulations are intended primarily for the
protection of depositors, rather than for the benefit of investors. The Company
and the Bank are subject to changes in federal and state law, as well as changes
in regulation and governmental policies, income tax laws and accounting
principles. The effects of any potential changes cannot be predicted but could
adversely affect the business and operations of the Company and the Bank in the
future.
Federal Reserve Board policy requires a bank holding company such as the
Company to serve as a source of financial strength to its banking subsidiaries
and commit resources to their support. The Federal Reserve Board has required
bank holding companies to contribute cash to their troubled bank subsidiaries
based upon this "source of strength" regulation, which could have the effect
of decreasing funds available for distributions to shareholders. See
"Supervision and Regulation."
DIVIDEND HISTORY AND RESTRICTIONS ON ABILITY TO PAY DIVIDENDS
The Company has not previously paid any cash dividends on the Common Stock,
and the Company's Board of Directors does not intend to declare dividends on the
Common Stock for the foreseeable future. It is the policy of the Federal Reserve
Board that bank holding companies should pay cash dividends on common stock only
out of income available over the past year and only if prospective earnings
retention is consistent with the organization's expected future needs and
financial condition. The policy provides that bank holding companies should not
maintain a level of cash dividends that undermines the bank holding company's
ability to serve as a source of strength to its banking subsidiaries.
The Company's principal source of funds to pay dividends on the shares of
Common Stock will be cash dividends from the Bank. The payment of dividends by
the Bank to the Company is subject to restrictions imposed by federal banking
laws, regulations and authorities. Without approval of the OCC, dividends in any
calendar year may not exceed the Bank's total net profits for that year, plus
its retained profits for the preceding two years, less any required transfers to
capital surplus or to a fund for the retirement of any preferred stock. In
addition, a dividend may not be paid in excess of a bank's cumulative net
profits after deducting bad debts in excess of the allowance for loan losses. As
of September 30, 1996, approximately $20.7 million was available for payment of
dividends by the Bank to the Company under these restrictions without regulatory
approval.
The federal banking statutes also prohibit a national bank from making any
capital distribution (including a dividend payment), if, after making the
distribution, the institution would be "undercapitalized," as defined by
statute. In addition, the relevant federal regulatory agencies also have
authority to prohibit a national bank from engaging in an unsafe or unsound
practice in conducting its business, as determined by the agency. The payment of
dividends could be deemed to constitute such an unsafe or unsound practice,
depending upon the financial condition of the Bank. Regulatory authorities could
also impose administratively stricter limitations on the ability of the Bank to
pay dividends to the Company if such limits were deemed appropriate to preserve
the Bank's capital. See "Supervision and Regulation," "Dividend Policy" and
"Description of Securities of the Company."
DEPENDENCE ON KEY PERSONNEL
The Company and the Bank are dependent on certain key personnel, including
Walter E. Johnson, Paul B. Murphy, Jr., Yale Smith, Steve D. Stephens, Sharon K.
Sokol and David C. Farries, each of whom has relationships with customers of the
Bank that the Company considers important to its business. The loss of such
individuals or other members of senior management could have an adverse effect
on the Company's
7
<PAGE>
growth and profitability. The Company has entered into employment contracts with
these officers, as described under "Management."
CERTAIN CHARTER AND BYLAW PROVISIONS
The Company's Articles of Incorporation and Bylaws contain certain
provisions that could delay, discourage or prevent an attempted acquisition or
change of control of the Company. These provisions include (i) a Board of
Directors classified into three classes with the directors of each class having
staggered, three-year terms, (ii) a provision establishing certain advance
notice procedures for nomination of candidates for election as directors and for
shareholder proposals to be considered at an annual meeting of shareholders and
(iii) a provision that special meetings of the shareholders of the Company may
be called only by shareholders only upon the written request of holders of at
least 33 1/3% of the outstanding shares of capital stock entitled to vote at any
such meeting. The Company's Articles of Incorporation authorize the Board of
Directors of the Company to issue shares of preferred stock without shareholder
approval and upon such terms as the Board of Directors may determine. The
issuance of Preferred Stock, while providing desirable flexibility in connection
with possible acquisitions, financings and other corporate purposes, could also
have the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a controlling interest in the
Company. See "Description of Securities of the Company -- Texas Law and Certain
Provisions of the Articles of Incorporation and Bylaws."
NO PRIOR TRADING MARKET
Prior to the Offering, there has been no public market for the Common
Stock. An application has been made to have the Common Stock approved for
listing on the Nasdaq National Market under the symbol "SWBT." Keefe, Bruyette
& Woods, Inc. and Legg Mason Wood Walker, Incorporated (the "Representatives")
have advised the Company that they intend to make a market in the Common Stock
as long as the volume of trading activity in the Common Stock and certain other
market making considerations justify doing so. However, there can be no
assurance that an active public market will develop or be sustained after the
Offering or that if such a market develops, investors in the Common Stock will
be able to resell their shares at or above the initial public offering price.
Making a market involves maintaining bid and asked quotations for the Common
Stock and being available as a principal to effect transactions in reasonable
quantities at those quoted prices, subject to various securities laws and other
regulatory requirements. A public trading market having the desired
characteristics of depth, liquidity and orderliness depends upon the presence in
the market place of willing buyers and sellers of the Common Stock at any given
time, which presence is dependent upon the individual decisions of investors
over which neither the Company nor any market maker has any control.
The initial public offering price of the shares of Common Stock will be
determined by negotiations between the Company and the Representatives, and will
not necessarily bear any relationship to the Company's book value, past
operating results, financial condition or other established criteria of value
and may not be indicative of the market price of the Common Stock after the
Offering. See "Underwriting" for information relating to the method of
determining the initial public offering price.
SHARES ELIGIBLE FOR FUTURE SALE
The Company will have 9,134,961 shares of Common Stock outstanding after
the Offering. The Company, its executive officers and directors and certain
shareholders (who collectively will own approximately 18.1% of the outstanding
shares after the Offering) have agreed with the Representatives not to offer,
sell, contract to sell or otherwise dispose of any of their shares of Common
Stock for a period of 180 days after the date of this Prospectus without the
permission of the Representatives. The currently outstanding shares of Common
Stock which are not subject to such agreement with the Representatives are held
by approximately 370 shareholders of record, and all of such shares will be
freely tradable in accordance with Rule 144(k) under the Securities Act of 1933.
In addition, all of the shares of Common Stock sold in the Offering will
generally be freely tradable under the Securities Act of 1933. No prediction can
be made as to the effect, if any, that future sales of Common Stock or the
availability of Common Stock
8
<PAGE>
for future sale will have on the market price of the Common Stock prevailing
from time to time. Sales of a substantial number of such shares of Common Stock
(including shares issued upon exercise of stock options) in the future, or the
perception that such sales could occur, could adversely affect the market price
of the Common Stock. See "Management" and "Principal Shareholders."
REGULATION OF CONTROL
Individuals, alone or acting in concert with others, who acquire 10% or
more of any class of voting securities of the Company are presumed to have
acquired "control" of the Company under the Change in Bank Control Act, which
requires the prior approval of the Federal Reserve Board for any such
acquisition. Entities, alone or acting in concert, seeking to acquire 25% or
more (5% or more in the case of an acquiror that is a bank holding company) of
any class of voting securities of, or otherwise to control, the Company is
required to seek the prior approval of the Federal Reserve Board under the BHCA.
THE COMPANY
GENERAL
The Company was incorporated as a business corporation under the laws of
the State of Texas on March 28, 1996, for the purpose of serving as a bank
holding company for the Bank. The holding company formation was consummated and
the Company acquired all of the outstanding shares of capital stock of the Bank
as of the close of business on June 30, 1996. Based upon total assets as of
September 30, 1996, the Company ranks as the largest independent bank holding
company headquartered in the metropolitan Houston area. The Company's
headquarters are located at 4400 Post Oak Parkway, Houston, Texas 77027, and its
telephone number is (713) 235-8800.
The Company provides an array of sophisticated products typically found
only in major regional banks. These services are provided to middle market
businesses in the metropolitan Houston area through seven full service banking
facilities. Each banking office has seasoned management with significant lending
experience who exercises substantial autonomy over credit and pricing decisions,
subject to loan committee approval for larger credits. This decentralized
management approach, coupled with the continuity of service by the same staff
members, enables the Company to develop long-term customer relationships,
maintain high quality service and provide quick responses to customer needs. The
Company believes that its emphasis on local relationship banking, together with
its conservative approach to lending and resultant strong asset quality, are
important factors in the success and the growth of the Company.
The Company seeks credit risks of good quality within its target market
that exhibit good historical trends, stable cash flows and secondary sources of
repayment from tangible collateral. The Company extends credit for the purpose
of obtaining and continuing long term relationships. Lenders are provided with
detailed underwriting policies for all types of credit risks accepted by the
Company and must obtain appropriate approvals for credit extensions in excess of
conservatively assigned individuals' lending limits. The Company also maintains
strict documentation requirements and extensive credit quality assurance
practices in order to identify credit portfolio weaknesses as early as possible
so any exposures that are discovered might be reduced.
The Company has a three-part strategy for growth. First, the Company will
continue to actively target the "middle market" and private banking customers
in Houston for loan and deposit opportunities as it has successfully done for
the past seven years. The "middle market" is generally characterized by
privately owned companies having annual revenues ranging from $1 million to $250
million and borrowings ranging from $50,000 to $10 million, but primarily in the
$150,000 to $5 million range. Typical middle market customers seek a
relationship with a local independent bank that is sensitive to their needs and
understands their business philosophy. These customers desire a long-term
relationship with a decision-making loan officer who is responsive and
experienced and has ready access to a bank's senior management. In implementing
this part of its strategy, the Company continues to explore opportunities (i) to
solidify its existing customer relationships and build new customer
relationships by providing new services required by
9
<PAGE>
its middle market customers and (ii) to expand its base of services in the
professional and executive market to meet the demands of that sector.
Second, the Company intends to establish branches in areas that
demographically complement its existing or targeted customer base. As other
local banks are acquired by out-of-state organizations, the Company believes
that the establishment of branches will better meet the needs of customers in
many Houston area neighborhoods who feel disenfranchised by larger regional or
national organizations.
Third, the Company may pursue selected acquisitions of other financial
institutions. The Company intends to conduct thorough studies and reviews of any
possible acquisition candidates to assure that they are consistent with the
Company's existing goals, both from an economic and strategic perspective. While
no specific discussions with any candidates are currently underway, the Company
believes market and regulatory factors may present opportunities for the Company
to acquire other financial institutions.
THE BANK
The Bank, a national banking association, was chartered in January 1982 and
commenced business operations in October 1982. In July 1989, the Bank hired as
its President and Chief Executive Officer, Walter E. Johnson who had worked in
the banking industry for over 30 years. From 1972 to 1988 Mr. Johnson had been
president of Allied Bank of Texas, a premier Houston middle market lender whose
total assets approached $4 billion at the time it was acquired by First
Interstate Bancorp in 1988. Primarily as a result of Mr. Johnson's reputation
and community contacts, the Bank completed two successful capital offerings,
raising $13 million and $8 million of new capital in 1990 and 1992,
respectively. Mr. Johnson also improved the Bank's credit review practices and
lending policies and assembled an experienced team of loan officers, consisting
primarily of individuals with whom he had worked at Allied Bank of Texas and
First Interstate Bank. The Bank's 11 senior loan officers average more than 19
years of lending experience in the metropolitan Houston area. As a result of Mr.
Johnson's leadership, the Bank's assets have grown from $43.4 million at June
30, 1989 to $1.0 billion at December 31, 1996.
The Bank provides a complete range of retail and commercial banking
services that compete directly with major regional banks. Loans consist of
commercial loans to middle market businesses, loans to individuals, commercial
real estate loans, residential mortgages and construction loans. In addition,
the Company offers a broad array of fee income products including merchant card
services, letters of credit, customized cash management services, brokerage and
mutual funds and drive-in banking services. In the first quarter of 1997, the
Bank intends to introduce a home banking product.
The Bank maintains a staff of professional treasury management marketing
officers who consult with middle market companies to design custom
cost-effective cash management systems. The Bank offers a full product line of
cash concentration, disbursement and automated information reporting services
comparable to those offered by any major regional bank. Through the Bank's
continued investment in new technology and people, the Bank has been able to
attract some of Houston's largest middle market companies to utilize the Bank's
treasury management products. The Bank has also been able to attract new loan
customers through their use of the Bank's treasury management products, such as
an image-based lock box service and controlled disbursement and sweep products,
which allow borrowers to minimize interest expense and convert excess operating
funds into interest income. Through the use of an interactive terminal or
personal computer, the Bank's STAR system provides customers with instant access
to all bank account information with multiple intraday updates. The Bank makes
business communication more efficient through Electronic Data Interchange
("EDI"), which is an inter-organizational computer-to-computer exchange of
business documentation in a standard computer-processable format. Through the
use of EDI and electronic payments, the Bank can provide the customer with a
paperless funds management system. Positive Pay, a service under which the Bank
only pays checks listed on a legitimate "company issue" file, is another
recent product addition which helps prevent check fraud. The Bank's average
commercial customer uses five treasury management services. Because these
services help customers improve their treasury operations and achieve new
efficiencies in cash management, they are extremely useful in building and
maintaining long-term relationships.
10
<PAGE>
The Bank maintains a strong community orientation by, among other things,
supporting active participation of all employees in local charitable, civic,
school and church activities. Each banking office also appoints selected
customers to a business development board that assists in introducing
prospective customers to the Bank and in developing or modifying products and
services to better meet customer needs.
FACILITIES
The Company currently has seven leased facilities, each of which is located
in a major business or professional area of Houston. The following table sets
forth specific information on each branch, each of which offers full service
banking. The Company's headquarters are located at 4400 Post Oak Parkway, in a
35-story office tower located in the Galleria area.
<TABLE>
<CAPTION>
BRANCH DEPOSITS AT
BRANCH SQ. FT. LOCATION SEPTEMBER 30, 1996
- ---------------------------------------- --------- ----------------------- ------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Galleria/Headquarters................... 83,770 4400 Post Oak Parkway $411,101
Downtown -- 1100 Louisiana.............. 10,000 1100 Louisiana 109,041
Northwest Crossing...................... 8,134 Hwy 290 at Tidwell 95,371
Memorial City........................... 3,554 899 Frostwood 43,986
Greenway Plaza.......................... 2,669 12 Greenway Plaza 40,557
Medical Center.......................... 2,437 6602 Fannin 4,229
Downtown -- Two Houston Center.......... 2,219 909 Fannin --(1)
</TABLE>
- ------------
(1) Opened in January 1997.
COMPETITION
The banking business is highly competitive, and the profitability of the
Company will depend principally upon the Company's ability to compete in its
market area. The Company competes with other commercial and savings banks,
savings and loan associations, credit unions, finance companies, mutual funds,
insurance companies, brokerage and investment banking firms, asset-based
non-bank lenders and certain other non-financial institutions, including certain
governmental organizations which may offer subsidized financing at lower rates
than those offered by the Company. The Company has been able to compete
effectively with other financial institutions by emphasizing technology,
customer service, including local office decision-making on loans, establishing
long-term customer relationships and building customer loyalty, and by providing
products and services designed to address the specific needs of its customers.
See "Risk Factors -- Competition."
The success of the Company is also highly dependent on the economic
strength of the Company's general market area. Significant deterioration in the
local economy or economic problems in the greater Houston area could
substantially impact the Company's performance. See "Risk Factors -- Exposure
to Local Economic Conditions."
EMPLOYEES
As of September 30, 1996, the Company had 308 full-time employees, 110 of
whom were officers of the Bank. The Company provides medical and hospitalization
insurance to its full-time employees. The Company has also provided most of its
employees with the benefit of Common Stock ownership through the Company's
contributions to a 401(k) plan, in which 204 of its employees are currently
participating. The Company considers its relations with its employees to be
excellent.
11
<PAGE>
RECENT DEVELOPMENTS
OVERVIEW
Net income available to common shareholders for the three months ended
December 31, 1996 was $2.2 million, or $0.26 per share, compared to $2.2 million
or $0.26 per share for the same period in 1995. Included in the net income of
the fourth quarter of 1996 was a one-time bonus of $500,000 paid to Mr. Johnson
and a significantly higher provision for loan losses due to the unusually strong
loan growth in the quarter. The higher provision for loan losses was not a
result of higher nonperforming assets, which decreased from September 30, 1996.
In addition, there were higher occupancy expenses because the Company moved into
larger facilities in order to support the Company's growth. Net income available
to common shareholders for the year ended December 31, 1996 (including the above
items) was $9.6 million or $1.13 per share compared to $7.8 million or $0.92 per
share, an increase of 23.6% and 22.8% in net income and earnings per share,
respectively. The growth in net income was primarily attributable to the growth
in the loan portfolio.
The following table presents for the periods indicated certain summary
consolidated financial data reflecting the Company's results of operations and
financial condition.
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER YEARS ENDED
31, DECEMBER 31,
--------------------------- -----------------------
1996 1995 1996 1995
----------- ----------- ----------- ---------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net income available to common
shareholders.................... $ 2,201 $ 2,171 $ 9,589 $ 7,757
Net income per share(1)............ $ 0.26 $ 0.26 $ 1.13 $ 0.92
Weighted average common shares
outstanding (in thousands)...... 8,513 8,414 8,513 8,414
</TABLE>
DECEMBER 31,
-------------------------
1996 1995
----------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
BALANCE SHEET DATA(2):
Total assets....................... $ 1,046,015 $825,474
Loans.............................. 601,475 438,259
Total deposits..................... 833,624 672,641
Total shareholders' equity......... 54,556 44,826
Book value per share............... 7.07 5.81
ASSET QUALITY RATIOS(2):
Nonperforming assets to loans and
other real estate.................. 0.21% 0.07%
Allowance for loan losses to
nonperforming loans(3)............. 619.12 1,673.78%
- ------------
(1) Net income per share is based upon the weighted average number of common
shares outstanding and common share equivalents during the period.
(2) At period end.
(3) Nonperforming loans consist of nonaccrual loans and loans contractually past
due 90 days or more.
12
<PAGE>
USE OF PROCEEDS
The net proceeds to be received by the Company from the Offering (based
upon an assumed initial public offering price of $16.00 per share, which is the
midpoint of the estimated offering range), after deducting the underwriting
discount and estimated expenses, are estimated to be approximately $16.8
million, or $19.4 million if the Underwriters' over-allotment option is fully
exercised. The Company intends to use $7.5 million of the proceeds to redeem the
750,000 outstanding shares of Series 1 Adjustable Rate First Preferred Stock of
the Bank (the "Bank Preferred Stock"), and the remaining estimated net
proceeds ($9.3 million) for general corporate purposes. The Company will not
receive any of the proceeds from the sale of the shares of Common Stock being
sold by the Selling Shareholders in the Offering.
Dividends on the Bank Preferred Stock are payable quarterly in arrears and
are calculated on the $10.00 subscription price at a floating rate equal to 1%
above the United States Treasury Bill rate. Dividends are noncumulative, and the
Bank is prohibited from paying any cash dividends on its common stock unless all
dividends on the Bank Preferred Stock have been paid in full for all completed
quarterly periods. Each share of Bank Preferred Stock is entitled to a
liquidation preference of $10.00, and holders of the Bank Preferred Stock have
no voting rights except in certain limited circumstances. The terms of the Bank
Preferred Stock provide that it may be redeemed by the Bank at any time on or
after December 31, 1997, in whole or in part, at $10.10 per share together with
all unpaid dividends per share whether or not declared. The holder of all of the
outstanding shares of the Bank Preferred Stock has consented to the redemption
by the Bank of all shares of Bank Preferred Stock at any time prior to December
31, 1997 for a redemption price of $10.00 per share plus accrued dividends to
the date of redemption.
Pending the application of the net proceeds, the Company intends to invest
such proceeds in short-term, interest-bearing securities, certificates of
deposit or guaranteed obligations of the United States of America.
DIVIDEND POLICY
The Company has not previously paid any cash dividends on the Common Stock
and does not intend to declare dividends on the Common Stock for the foreseeable
future.
In the future, the declaration and payment of dividends on the Common Stock
will depend upon the earnings and financial condition of the Company, liquidity
and capital requirements, the general economic and regulatory climate, the
Company's ability to service any equity or debt obligations senior to the Common
Stock and other factors deemed relevant by the Company's Board of Directors. See
"Description of Securities of the Company." For a foreseeable period of time,
the principal source of cash revenues to the Company will be dividends paid by
the Bank with respect to the Bank's common stock. As of September 30, 1996,
approximately $21.0 million was available for payment of dividends by the Bank
to the Company under applicable restrictions without regulatory approval.
Regulatory authorities could impose administratively stricter limitations on the
ability of the Bank to pay dividends to the Company if such limits were deemed
appropriate to preserve certain capital adequacy requirements. See "Risk
Factors -- Dividend History and Restrictions on Ability to Pay Dividends" and
"Supervision and Regulation."
13
<PAGE>
DILUTION
As of September 30, 1996, the tangible book value of the Common Stock was
$6.63 per share ($6.58 per share including (i) the exercise of an option to
purchase 250,000 shares of Common Stock by Walter E. Johnson immediately prior
to the closing of the Offering; (ii) the issuance by the Company of 3,420 shares
of Common Stock to the Company's 401(k) savings plan and (iii) the cash
settlement of fractional shares as a result of the Company's Stock Split).
"Tangible book value per share" represents the amount of total tangible assets
less total liabilities divided by the number of shares of Common Stock
outstanding. After giving effect to the sale by the Company of 1,150,000 shares
of Common Stock offered hereby (after deducting underwriting discount and other
estimated offering expenses to be paid by the Company), the pro forma tangible
book value of the Company as of September 30, 1996 would have been $7.59 per
share. This represents an immediate increase in tangible book value of $0.96 per
share to current shareholders and an immediate dilution of $8.41 per share to
new investors. The following table illustrates this per share dilution.
Assumed price to public.............. $ 16.00
Tangible book value per share
before Offering................. 6.63
Increase per share attributable
to new investors................ 0.96
---------
Pro forma tangible book value per
share after Offering................. 7.59
---------
Dilution to new investors............ $ 8.41
---------
The following table sets forth, as of September 30, 1996, the number of
shares of Common Stock purchased from the Company, the total consideration paid
therefor and the average price per share paid by existing shareholders and by
new investors:
<TABLE>
<CAPTION>
TOTAL CASH
SHARES PURCHASED CONSIDERATION AVERAGE
--------------------- ------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
----------- ------- --------- ------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Existing shareholders................ 7,984,961 87% $ 24,484 59% $ 3.07
New investors........................ 1,150,000 13 16,750 41 14.57
----------- ------- --------- -------
Total........................... 9,134,961 100% $ 41,234 100%
=========== ======= ========= =======
</TABLE>
The foregoing computations do not take into account the possible exercise
of outstanding stock options granted under the Company's stock option plans
(other than the option to be exercised by Mr. Johnson immediately prior to the
closing of the Offering) or the possible issuance of up to an additional 172,500
shares of Common Stock to new investors pursuant to the exercise of an option
granted by the Company to the Underwriters solely to cover over-allotments, if
any, in connection with the Offering. See "Underwriting." Options to purchase
a total of 910,025 shares of Common Stock were outstanding under the Company's
stock option plans at September 30, 1996 (other than the option to be exercised
by Mr. Johnson), of which 311,043 were exercisable at prices ranging from $0.40
to $10.10 per share. See "Management -- Employee Stock Option Plans." If the
shares subject to such outstanding options under the Company's stock option
plans were included in the foregoing calculations, further dilution to the new
shareholders would be incurred.
14
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of September 30, 1996, and as adjusted to give effect to (i) the sale
by the Company of 1,150,000 shares of Common Stock offered hereby, at a per
share price of $16.00 (which is the midpoint of the estimated offering range),
less underwriting discount and other estimated offering expenses; (ii) the
exercise of an option to purchase 250,000 shares of Common Stock for an
aggregate exercise price of $100,000 by Mr. Johnson immediately prior to the
closing of the Offering, and the resultant tax benefit of approximately $1.2
million, representing the amount that is deductible for tax purposes (which
amount does not affect net income and accordingly is added to paid-in capital);
(iii) the issuance by the Company of 3,420 shares of Common Stock to the
Company's 401(k) savings plan; (iv) the cash settlement of fractional shares as
a result of the Company's Stock Split and (v) the redemption of the Bank
Preferred Stock. See "Use of Proceeds."
SEPTEMBER 30, 1996
----------------------
ACTUAL AS ADJUSTED
------- -----------
(DOLLARS IN THOUSANDS)
Bank preferred stock.................... $ 7,323 $--
------- -----------
Shareholders' equity
Common Stock, $1 par value; 50,000,000
shares authorized, 7,731,595 shares
issued and outstanding; 9,134,961
shares issued and outstanding as
adjusted(1)........................ 7,731 9,135
Additional paid-in capital......... 17,965 34,424
Retained earnings.................. 26,530 26,530
Unrealized depreciation on
securities....................... (974) (974)
------- -----------
Total shareholders' equity.... 51,252 69,115
------- -----------
Total capitalization.......... $58,575 $69,115
======= ===========
- ------------
(1) Does not include approximately 1,160,025 actual (910,025 as adjusted) shares
of Common Stock reserved for issuance upon exercise of options granted under
the Company's stock option plans.
15
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements of the Company and the
Notes thereto, appearing elsewhere in the Prospectus, and the information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations." The selected historical consolidated financial data as
of the end of and for each of the five years in the period ended December 31,
1995 are derived from the Company's Consolidated Financial Statements which have
been audited by independent public accountants. The selected historical
consolidated financial data as of and for the nine months ended September 30,
1996 and September 30, 1995 have not been audited but, in the opinion of
management, contain all adjustments (consisting of normal recurring adjustments)
necessary to present fairly the financial position and results of operations of
the Company as of such dates and for such periods. The financial information and
results of operations as of and for the nine months ended September 30, 1996,
are not necessarily indicative of the financial position or results of
operations that may be expected at and for the year ended December 31, 1996, or
for any future periods.
<TABLE>
<CAPTION>
AS OF AND FOR THE
NINE MONTHS ENDED AS OF AND FOR THE
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Interest income.................. $ 46,184 $ 36,282 $ 50,582 $ 34,288 $ 24,690 $ 18,605 $ 16,166
Interest expense................. 19,896 15,642 21,890 11,444 7,750 6,631 8,018
--------- --------- --------- --------- --------- --------- ---------
Net interest income.......... 26,288 20,640 28,692 22,844 16,940 11,974 8,148
Provision for loan losses........ 840 685 925 1,145 1,005 767 540
--------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for loan
losses..................... 25,448 19,955 27,767 21,699 15,935 11,207 7,608
Noninterest income............... 3,487 2,623 3,712 3,063 2,159 1,478 1,196
Noninterest expenses............. 17,043 13,978 19,458 15,782 12,684 9,042 6,860
--------- --------- --------- --------- --------- --------- ---------
Income before taxes.......... 11,892 8,600 12,021 8,980 5,410 3,643 1,944
Provision for income taxes....... 4,163 3,014 4,214 3,141 1,871 1,252 671
Cumulative effect of change in
accounting principle........... -- -- -- -- 16 -- --
--------- --------- --------- --------- --------- --------- ---------
Net income before extraordinary
item........................... 7,729 5,586 7,807 5,839 3,555 2,391 1,273
Extraordinary item............... -- -- -- -- -- 372 671
Preferred stock dividend......... 341 -- 50 -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income available to common
shareholders................... $ 7,388 $ 5,586 $ 7,757 $ 5,839 $ 3,555 $ 2,763 $ 1,944
========= ========= ========= ========= ========= ========= =========
PER SHARE DATA:
Net income(1).................... $ 0.87 $ 0.66 $ 0.92 $ 0.70 $ 0.43 $ 0.44 $ 0.33
Book value....................... 6.63 5.51 5.81 4.65 3.84 3.38 2.73
Weighted average common shares
outstanding
(in thousands)................. 8,535 8,403 8,414 8,321 8,231 6,273 5,975
BALANCE SHEET DATA(2):
Total assets..................... $ 912,702 $ 711,349 $ 825,474 $ 578,335 $ 472,314 $ 339,114 $ 234,812
Securities....................... 296,721 237,813 295,183 151,467 136,504 63,581 58,842
Loans............................ 516,459 406,050 438,259 358,304 285,892 210,458 144,561
Allowance for loan losses........ 5,427 4,902 4,921 4,294 3,249 2,204 1,857
Total deposits................... 704,285 600,057 672,641 489,836 417,695 303,762 214,099
Total shareholders' equity....... 51,252 42,502 44,826 35,770 29,443 25,848 15,201
PERFORMANCE RATIOS(3):
Return on average assets......... 1.18% 1.17% 1.16% 1.14% 0.90% 1.02% 1.01%
Return on average common
equity......................... 20.58 18.96 19.20 17.44 12.93 16.34 13.80
Net interest margin.............. 4.49 4.62 4.60 4.82 4.65 4.81 4.53
Efficiency ratio(4).............. 56.99 59.72 58.08 60.67 66.41 67.22 73.42
ASSET QUALITY RATIOS(2):
Nonperforming assets to loans and
other real estate.............. 0.47% 0.30% 0.07% 0.19% 0.22% 0.31% 0.09%
Net charge-offs (recoveries) to
average loans(3)............... 0.07 0.02 0.08 0.03 (0.02) 0.24 0.30
Allowance for loan losses to
total loans.................... 1.05 1.21 1.12 1.20 1.14 1.05 1.28
Allowance for loan losses to
nonperforming loans(5)......... 253.95 400.82 1,673.78 1,081.58 1,406.84 1,231.31 10,925.88
CAPITAL RATIOS(2):
Leverage ratio................... 6.52% 5.96% 6.29% 6.33% 6.23% 7.62% 6.47%
Average shareholders' equity to
average total assets........... 5.72 6.15 6.04 6.55 6.99 6.25 7.30
Tier 1 risk-based capital
ratio.......................... 10.68 9.93 10.72 9.59 10.04 12.23 10.40
Total risk-based capital ratio... 11.65 11.08 11.74 10.72 11.15 13.27 11.70
</TABLE>
- ------------
(1) Net income per share is based upon the weighted average number of common
shares outstanding and common share equivalents during the period.
(2) At period end except net charge-offs (recoveries) to average loans.
(3) All interim periods have been annualized.
(4) Calculated by dividing total noninterest expenses, excluding securities
losses, by net interest income plus noninterest income.
(5) Nonperforming loans consist of nonaccrual loans and loans contractually past
due 90 days or more.
16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations analyzes the major elements of the Company's balance sheets and
statements of income. This section should be read in conjunction with the
Company's financial statements and accompanying notes and other detailed
information appearing elsewhere in this Prospectus.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
OVERVIEW
For the nine months ended September 30, 1996, the Company had net income
available to common shareholders of $7.4 million, an increase of $1.8 million or
32.3% from the same time period in 1995. Net income per share increased to $0.87
for the nine months ended September 30, 1996 from $0.66 for the same time period
in 1995. This strong earnings growth was due primarily to a sharp increase in
net interest income, which was driven by strong loan growth, and an increase in
noninterest income. This resulted in a return on average assets of 1.18% and an
annualized return on average common equity of 20.58% for the nine months ended
September 30, 1996 compared to 1.17% and 18.96%, respectively, for the same time
period in 1995.
Total assets increased to $912.7 million from $711.3 million, an increase
of $201.4 million, at September 30, 1996 and 1995, respectively. The increase
was driven primarily by strong loan growth and an increase in the securities
portfolio. Deposits increased to $704.3 million at September 30, 1996 from
$600.1 million at September 30, 1995, an increase of $104.2 million or 17.4%.
Total shareholders' equity was $51.3 million at September 30, 1996, representing
an increase of $8.8 million or 20.7% over total shareholders' equity of $42.5
million at September 30, 1995.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income represents the amount by which interest income on
interest-earning assets, including securities and loans, exceeds interest
expense incurred on interest-bearing liabilities, including deposits and other
borrowed funds. Net interest income is the principal source of the Company's
earnings. Interest rate fluctuations, as well as changes in the amount and type
of earning assets and liabilities, combine to affect net interest income.
Net interest income for the nine months ended September 30, 1996 was $26.3
million, an increase of $5.7 million or 27.7% from $20.6 million for the nine
months ended September 30, 1995. This resulted in a net interest margin of 4.49%
and 4.62% and a net interest spread of 3.35% and 3.44% for the nine months ended
September 30, 1996 and 1995, respectively. The decrease in the net interest
margin and net interest spread was primarily the result of a lower yield on the
loan portfolio caused by a decrease in the Company's prime lending rate.
The increase in net interest income was driven almost exclusively by
increases in the volume of interest-earning assets. Interest income from loans
increased to $32.2 million from $27.1 million for the nine months ended
September 30, 1996 and 1995, respectively, an increase of $5.1 million or 18.8%.
The driving factor was a substantial increase in the loans which was partially
offset by the yield on the loan portfolio decreasing to 9.18% from 9.57% for the
nine months ended September 30, 1996 and 1995, respectively. Also, interest
income from the securities portfolio increased to $13.6 million for the nine
months ended 1996, from $7.9 million for the nine months ended 1995, a $5.7
million or 72.2% increase. This was due primarily to a 60.1% increase in average
securities held by the Company coupled with a yield that increased to 5.99% from
5.57% for the nine months ended September 30, 1996 and 1995, respectively.
Partially offsetting the interest income growth was higher interest expense
which grew to $19.9 million compared to $15.6 million for the nine months ended
September 30, 1996 and 1995, respectively, driven by
17
<PAGE>
strong growth in average deposits, in particular, money market and savings
deposits and certificates of deposit.
The following table presents for the periods indicated the total dollar
amount of average balances, interest income from average interest-earning assets
and the resultant yields, as well as the interest expense on average
interest-bearing liabilities, expressed both in dollars and rates. No tax
equivalent adjustments were made, and all average balances are daily average
balances. Nonaccruing loans have been included in the tables as loans carrying a
zero yield.
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
----------------------------------- -----------------------------------
AVERAGE INTEREST AVERAGE AVERAGE INTEREST AVERAGE
OUTSTANDING EARNED/ YIELD/ OUTSTANDING EARNED/ YIELD/
BALANCE PAID RATE BALANCE PAID RATE
----------- --------- ------- ----------- --------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans............................... $ 467,846 $32,152 9.18% $ 378,206 $27,071 9.57%
Securities.......................... 302,707 13,584 5.99 189,047 7,877 5.57
Federal funds sold & other.......... 10,744 448 5.57 30,030 1,334 5.94
----------- --------- ------- ----------- --------- -------
Total interest-earning assets... 781,297 46,184 7.90% 597,283 36,282 8.12%
--------- ------- --------- -------
Less allowance for loan losses.......... (5,280) (4,609)
----------- -----------
Total earning assets, net of
allowance............................. 776,017 592,674
Nonearning assets....................... 63,088 47,675
----------- -----------
Total assets.................... $ 839,105 $ 640,349
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits.... $ 35,368 375 1.42% $ 32,470 494 2.03%
Money market and savings deposits... 301,449 9,982 4.42 227,517 7,751 4.55
Certificates of deposit............. 136,700 5,466 5.34 118,001 4,606 5.22
Repurchase agreements and borrowed
funds............................. 110,306 4,073 4.93 69,063 2,791 5.40
----------- --------- ------- ----------- --------- -------
Total interest-bearing
liabilities................... 583,823 19,896 4.55% 447,051 15,642 4.68%
--------- ------- --------- -------
Noninterest-bearing liabilities:
Noninterest-bearing demand
deposits.......................... 191,256 145,647
Other liabilities................... 8,744 8,259
----------- -----------
Total liabilities............... 783,823 600,957
Bank preferred stock.................... 7,323 --
Shareholders' equity.................... 47,959 39,392
----------- -----------
Total liabilities and
shareholders' equity.......... $ 839,105 $ 640,349
=========== ===========
Net interest income..................... $26,288 $20,640
========= =========
Net interest spread..................... 3.35% 3.44%
======= =======
Net interest margin..................... 4.49% 4.62%
======= =======
</TABLE>
18
<PAGE>
The following table presents for the periods indicated the dollar amount of
changes in interest income and interest expense for the major components of
interest-earning assets and interest-bearing liabilities and distinguishes
between the increase related to higher outstanding balances and the volatility
of interest rates:
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
1996 VS. 1995
------------------------------
INCREASE (DECREASE)
DUE TO
-------------------
VOLUME RATE TOTAL
------- ------- ------
(DOLLARS IN THOUSANDS)
INTEREST-EARNING ASSETS:
Loans................................... $ 6,447 ($1,366) $5,081
Securities.............................. 4,888 819 5,707
Federal funds sold and other............ (849) (37) (886)
------- ------- ------
Total increase (decrease) in
interest income.................. 10,486 (584) 9,902
------- ------- ------
INTEREST-BEARING LIABILITIES:
Interest bearing deposits............... 45 (164) (119)
Savings and money market accounts....... 2,529 (298) 2,231
Time deposits........................... 1,075 (215) 860
Repurchase agreements and borrowed
funds................................. 1,671 (389) 1,282
------- ------- ------
Total increase (decrease) in
interest expense................. 5,320 (1,066) 4,254
------- ------- ------
Increase in net interest income......... $ 5,166 $ 482 $5,648
======= ======= ======
PROVISION FOR LOAN LOSSES
The provision for loan losses increased to $840,000 for the nine months
ended September 30, 1996 from $685,000 for the same time period in 1995, an
increase of $155,000 or 22.6%. The increase was driven primarily by strong loan
growth.
NONINTEREST INCOME
Noninterest income for the nine months ended September 30, 1996 was $3.5
million, an increase of $900,000 or 34.6% from $2.6 million in the same period
in 1995.
The following table presents for the periods indicated the major categories
of noninterest income:
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
--------- ---------
(DOLLARS IN
THOUSANDS)
Service charges on deposit accounts..... $ 2,069 $ 1,663
Retail services income.................. 64 34
Corporate services income............... 17 8
Loan operations......................... 405 321
Investment services..................... 860 506
Other noninterest income................ 72 91
--------- ---------
Total noninterest income........... $ 3,487 $ 2,623
========= =========
Service charges on deposit accounts is the largest component of noninterest
income and a significant source of revenue to the Company. The Company offers a
full product line of cash concentration, disbursement and automated information
reporting services comparable to those offered by major regional banks. For the
period ended September 30, 1996, service charges on deposit accounts were $2.1
million, an increase of $406,000 or 24.4% over the same period in 1995. This
increase is primarily attributable to a significant increase in the number of
deposit accounts from 14,247 at September 30, 1995 to 17,138 at
19
<PAGE>
September 30, 1996 and the addition of new products and services. Another reason
for the increase in noninterest income was the growth of the Company's
investment services department. During the past four years, the Company has
expanded investment sales, established a foreign exchange department and a
custody services department. These areas have been performing well as larger
regional competitors move these services out of state, giving the Company a
distinct competitive advantage. Fee income from investment services increased to
$860,000 for the nine months ended September 30, 1996 from $506,000 for the same
period in 1995, an increase of $354,000 or 70.0%. Investment sales, the largest
component of investment services income, increased to $617,000 from the
comparable period in 1995, an increase of $253,000 or 69.5%. For the nine months
ended September 30, 1996, foreign exchange income was $200,000, an increase of
$69,000 or 52.7% over the same time period in 1995.
NONINTEREST EXPENSES
In the nine month period ended September 30, 1996, noninterest expenses
increased $3.1 million or 22.2% to $17.0 million from the 1995 comparable
period. However, for the same time periods the efficiency ratio, calculated by
dividing total noninterest expenses (excluding securities losses) by net
interest income plus noninterest income, decreased to 56.99% in 1996 from 59.72%
in 1995. This decrease was primarily due to a large increase in earning assets,
a significant decrease in deposit insurance premiums, and the Company's
continued efforts to control overhead expenses.
Salary and benefit expense for the nine months ended September 30, 1996 was
$10.1 million, an increase of $2.3 million or 29.5% from $7.8 million in the
same period of 1995. The increase was due to additional personnel required to
accommodate the Company's growth and included staffing of the new Memorial City
and Medical Center offices. Total full-time equivalent employees at September
30, 1996 increased to 308 from 249 at September 30, 1995.
Occupancy expense increased to $2.6 million for the nine month period ended
September 30, 1996 from $1.8 million for the nine month period ended September
30, 1995, an increase of $745,000 or 41.2%. Major categories included within
occupancy expense are building lease expense, depreciation expense, and
maintenance contract expense. Building lease expense increased $160,000 or 28%
to $731,000 for the first nine months of 1996 from $571,000 for the same period
in 1995. This increase was the result of opening the Memorial City and Medical
Center offices and increasing the rentable number of square feet at the Galleria
location. It is expected that annual building lease expense will increase by
approximately $600,000 in 1997 because of the Company's relocation of its
headquarters in November 1996. Depreciation expense increased to $1.5 million
for the nine month period September 30, 1996, an increase of $469,000 or 46.5%
from $1.0 million for the same period in 1995. This increase was due primarily
to depreciation on equipment provided to new employees and expenses related to
technology upgrades throughout the Company. Maintenance contract expense for the
nine month period ended September 30, 1996 was $279,000, an increase of $103,000
or 58.9% over the same period in 1995. The Company has purchased maintenance
contracts for major operating systems throughout the organization.
On August 8, 1995, the FDIC Board of Directors voted to reduce the deposit
insurance premium paid by most banks. This resulted in a premium reduction from
$0.23 per $100 of deposits to $0.04 per $100 of deposits for the Bank.
Subsequently, the FDIC Board of Directors voted on additional changes which
reduced the rate paid by the Bank to $500 per quarter. As a result of the
changes, deposit insurance premiums were reduced to $1,500 in the first nine
months of 1996 from $486,000 for the same period in 1995. Deposit insurance
premiums for banks were subsequently increased effective as of January 1, 1997
to $0.0129 per $100 of deposits. If this rate had been effective during 1996,
the Company estimates it would have paid approximately $57,000 in deposit
insurance premiums for the first nine months of 1996. See "Supervision and
Regulation."
INCOME TAXES
Income tax expense includes the regular federal income tax at the statutory
rate plus the income tax component of the Texas franchise tax. The amount of
federal income tax expense is influenced by the amount of taxable income, the
amount of tax-exempt income, the amount of nondeductible interest expense
20
<PAGE>
and the amount of other nondeductible expenses. Taxable income for the income
tax component of the Texas franchise tax is the federal pre-tax income, plus
certain officers'salaries, less interest income from federal securities. In the
first nine months of 1996, income tax expense was $4.2 million, an increase of
$1.2 million or 40% from the $3.0 million of income tax expense for the same
period in 1995. The higher income tax expense in the first nine months of 1996
compared to the first nine months of 1995 is principally due to the increase in
taxable income. The income tax component of the Texas franchise tax was $14,000
for the first nine months in 1996, and $109,000 in the first nine months of
1995.
IMPACT OF INFLATION
The effects of inflation on the local economy and on the Company's
operating results have been relatively modest for the past several years. Since
substantially all of the Company's assets and liabilities are monetary in
nature, such as cash, securities, loans and deposits, their values are less
sensitive to the effects of inflation than to changing interest rates, which do
not necessarily change in accordance with inflation rates. The Company tries to
control the impact of interest rate fluctuations by managing the relationship
between its interest rate sensitive assets and liabilities. See " -- Financial
Condition -- Interest Rate Sensitivity and Liquidity" below.
FINANCIAL CONDITION
LOAN PORTFOLIO
Loans, net of unearned interest, were $516.5 million at September 30, 1996,
an increase of $110.5 million or 27.2% from $406.0 million at September 30,
1995. Consistent with the Company's historically high rate of growth, this
increase is believed to be the result of the Company's style of relationship
banking featuring professional, attentive and responsive service to customers'
needs, and focusing on commercial lending to middle market companies and private
banking for individuals.
The following table summarizes the loan portfolio of the Company by type of
loans as of September 30, 1996 and September 30, 1995:
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
-------------------- --------------------
AMOUNT PERCENT AMOUNT PERCENT
---------- ------- ---------- -------
(DOLLARS IN THOUSANDS)
Commercial and industrial......... $ 241,397 46.7% $ 177,064 43.6%
Real estate
Construction and land
development.................. 58,144 11.3 40,656 10.0
1-4 family residential....... 98,649 19.1 85,568 21.1
Commercial owner occupied.... 34,143 6.6 33,933 8.3
Farmland..................... 9,461 1.8 5,390 1.3
Other........................ 21,080 4.1 22,132 5.5
Consumer.......................... 53,585 10.4 41,307 10.2
---------- ------- ---------- -------
Total loans.................. $ 516,459 100.0% $ 406,050 100.0%
========== ======= ========== =======
The primary lending focus of the Company is on small and medium sized
commercial, residential mortgage and consumer loans. The Company offers a
variety of commercial lending products including term loans, lines of credit and
equipment financing. A broad range of short- to medium-term commercial loans,
both collateralized and uncollateralized, are made available to businesses for
working capital (including inventory and receivables), business expansion
(including acquisitions of real estate and improvements) and the purchase of
equipment and machinery. The purpose of a particular loan generally determines
its structure.
Generally, the Company's commercial loans are underwritten in the Company's
primary market area on the basis of the borrower's ability to service such debt
from income. As a general practice, the Company takes as collateral a lien on
any available real estate, equipment or other assets. Working capital loans are
21
<PAGE>
primarily collateralized by short-term assets whereas term loans are primarily
collateralized by long-term assets.
A substantial portion of the Company's real estate loans consists of loans
collateralized by real estate and other assets of commercial customers.
Additionally, a portion of the Company's lending activity consists of the
origination of single-family residential mortgage loans collateralized by
owner-occupied properties located in the Company's primary market area. The
Company offers a variety of mortgage loan products which generally are amortized
over five to 30 years.
Loans collateralized by single-family residential real estate generally
have been originated in amounts of no more than 80% of appraised value. The
Company requires mortgage title insurance and hazard insurance in the amount of
the loan. Although the contractual loan payment periods for single-family
residential real estate loans are generally for a three to seven year period,
such loans often remain outstanding for significantly shorter periods than their
contractual terms.
Consumer loans made by the Company include automobile loans, recreational
vehicle loans, boat loans, home improvement loans, personal loans
(collateralized and uncollateralized) and deposit account collateralized loans.
The terms of these loans typically range from 12 to 84 months and vary based
upon the nature of collateral and size of loan.
The maturity ranges of the commercial and industrial and real estate
construction loan portfolio and the amount of such loans with fixed interest
rates and floating rates in each maturity range as of September 30, 1996 are
summarized in the following table:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
----------------------------------------------------
AFTER ONE
ONE YEAR THROUGH AFTER
OR LESS FIVE YEARS FIVE YEARS TOTAL
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and industrial............ $ 150,095 $ 82,698 $ 8,604 $ 241,397
Real estate construction............. 30,131 27,320 693 58,144
---------- ---------- ---------- ----------
Total........................... $ 180,226 $ 110,018 $ 9,297 $ 299,541
========== ========== ========== ==========
Loans with a fixed interest rate..... $ 36,710 $ 29,564 $ 2,941 $ 69,215
Loans with a floating interest
rate................................. 143,516 80,454 6,356 230,326
---------- ---------- ---------- ----------
Total........................... $ 180,226 $ 110,018 $ 9,297 $ 299,541
========== ========== ========== ==========
</TABLE>
NONPERFORMING ASSETS
The Company has well developed procedures in place to maintain a high
quality loan portfolio. These procedures include a Credit Quality Assurance
Process that begins with approval of lending policies and underwriting
guidelines by the Board of Directors, an independent loan review department
staffed with OCC experienced personnel, low individual lending limits for
officers, Senior Loan Committee approval for large credit relationships and
quality loan documentation procedures. The loan review department has
consistently identified and analyzed weaknesses in the portfolio and reports
credit risk grade changes on a monthly basis to bank management and directors.
The Company also maintains a well developed monitoring process for credit
extensions in excess of $100,000. The Company performs monthly and quarterly
concentration analyses based on industries, collateral types, business lines,
large credit sizes and officer portfolio loads. The Company has established
underwriting guidelines to be followed by its officers. The Company also
monitors its delinquency levels for any negative or adverse trends. There can be
no assurance, however, that the Company's loan portfolio will not become subject
to increasing pressures from deteriorating borrower credit due to general
economic conditions.
The Company generally places a loan on nonaccrual status and ceases
accruing interest when loan payment performance is deemed unsatisfactory. All
loans past due 90 days, however, are placed on nonaccrual status, unless the
loan is both well collateralized and in the process of collection. Cash payments
received while a loan is classified as nonaccrual are recorded as a reduction of
principal as long as doubt
22
<PAGE>
exists as to collection. The Company is sometimes required to revise a loan's
interest rate or repayment terms in a troubled debt restructuring.
The following table presents information regarding nonperforming assets at
September 30, 1996 and 1995:
SEPTEMBER 30,
--------------------
1996 1995
--------- ---------
(DOLLARS IN
THOUSANDS)
Nonaccrual loans..................... $ 2,128 $ 1,222
Accruing loans 90 or more days past
due............................. 9 1
Restructured loans................... -- --
Other real estate and foreclosed
property........................ 276 13
--------- ---------
Total nonperforming assets...... $ 2,413 $ 1,236
========= =========
Nonperforming assets to total loans
and other real estate.............. 0.47% 0.30%
Nonperforming assets (nonaccrual loans, restructured loans and real estate
acquired by foreclosure) were $2.4 million and $1.2 million, resulting in a
ratio of nonperforming assets to loans plus other real estate owned of 0.47% and
0.30% at September 30, 1996 and 1995, respectively. The increase was primarily
from one loan which was put on nonaccrual status during 1996.
The Company had $276,000 in real estate acquired by foreclosure at
September 30, 1996, as compared with $13,000 at September 30, 1995. The Company
records real estate acquired by foreclosure at the lesser of the outstanding
loan balance, net of any reduction in basis, or the fair value at the time of
foreclosure, less estimated costs to sell.
The Company regularly updates appraisals on loans collateralized by real
estate, particularly those categorized as nonperforming loans and potential
problem loans. In instances where updated appraisals reflect reduced collateral
values, an evaluation of the borrower's overall financial condition is made to
determine the need, if any, for possible writedowns or appropriate additions to
the allowance for loan losses.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is a reserve established through charges to
earnings in the form of a provision for loan losses. Based on an evaluation of
the loan portfolio, management presents a quarterly review of the allowance for
loan losses to the Board of Directors, indicating any changes in the allowance
since the last review and any recommendations as to adjustments in the
allowance. In making its evaluation, management considers the diversification by
industry of the Company's commercial loan portfolio, the effect of changes in
the local real estate market on collateral values, the results of recent
regulatory examinations, the effects on the loan portfolio of current economic
indicators and their probable impact on borrowers, the amount of charge-offs for
the period, the amount of nonperforming loans and related collateral security,
the evaluation of its loan portfolio by the loan review function and the annual
examination of the Company's financial statements by its independent auditors.
Charge-offs occur when loans are deemed to be uncollectible.
In order to determine the adequacy of the allowance for loan losses,
management considers the risk classification or delinquency status of loans and
other factors, such as collateral value, portfolio composition, trends in
economic conditions and the financial strength of borrowers. Management
establishes specific allowances for loans which management believes require
reserves greater than those allocated according to their classification or
delinquent status. An unallocated allowance is also established based on the
Company's historical charge-off experience. The Company then charges to
operations a provision for loan losses determined on an annualized basis to
maintain the allowance for loan losses at an adequate level determined according
to the foregoing methodology.
Management believes that the allowance for loan losses at September 30,
1996 is adequate to cover losses inherent in the portfolio as of such date.
There can be no assurance, however, that the Company will
23
<PAGE>
not sustain losses in future periods, which could be greater than the size of
the allowance at September 30, 1996.
The following table presents, for the periods indicated, an analysis of the
allowance for loan losses and other related data:
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
--------- ---------
(DOLLARS IN
THOUSANDS)
Allowance for loan losses at January
1.................................. $ 4,921 $ 4,294
Provision for loan losses............ 840 685
Charge-offs.......................... (341) (83)
Recoveries........................... 7 6
--------- ---------
Allowance for loan losses at
September 30....................... $ 5,427 $ 4,902
========= =========
Allowance to period-end loans........ 1.05% 1.21%
Net charge-offs to average loans..... 0.07 0.02
Allowance to period-end nonperforming
loans.............................. 253.95 400.82
The following table describes the allocation of the allowance for loan
losses among various categories of loans and certain other information for the
dates indicated. The allocation is made for analytical purposes and is not
necessarily indicative of the categories in which future loan losses may occur.
The total allowance is available to absorb losses from any segment of loans.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995
--------------------- ---------------------
PERCENT OF PERCENT OF
LOANS TO LOANS TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS
------ ----------- ------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance of allowance for loan losses
applicable to:
Commercial and industrial....... $ 535 46.7% $ 300 43.6%
Real estate:
Construction and land
development................ -- 11.3 -- 10.0
1-4 family residential..... 105 19.1 10 21.1
Commercial owner
occupied................... -- 6.6 -- 8.3
Farmland................... -- 1.8 -- 1.3
Other...................... -- 4.1 -- 5.5
Consumer........................ 9 10.4 48 10.2
Unallocated..................... 4,778 4,544
------ ------
Total allowance for loan losses...... $5,427 $4,902
====== ======
</TABLE>
SECURITIES
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "ACCOUNTING FOR CERTAIN INVESTMENTS IN
DEBT AND EQUITY SECURITIES." At the date of purchase, the Company is required
to classify debt and equity securities into one of three categories: held to
maturity, trading or available for sale. At each reporting date, the
appropriateness of the classification is reassessed. Investments in debt
securities are classified as held to maturity and measured at amortized cost in
the financial statements only if management has the positive intent and ability
to hold those securities to maturity. Securities that are bought and held
principally for the purpose of selling them in the near term are classified as
trading and measured at fair value in the financial statements with unrealized
gains and losses included in earnings. Securities not classified as either held
to maturity or trading are classified as available for sale and measured at fair
value in the financial statements with unrealized gains and losses reported, net
of tax, in a separate component of shareholders' equity until realized. Prior to
January 1, 1994, securities were stated at cost, adjusted for accretion of
discounts and amortization of premiums which were
24
<PAGE>
recognized as adjustments to interest income. Gains and losses on sales of
securities are determined using the specific-identification method.
In November 1995, the Financial Accounting Standards Board issued "A Guide
to Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities" which provided a one-time reassessment of the
appropriateness of the classifications of all securities. Based on such
reassessment, the Company transferred all securities in the held to maturity
portfolio to the available for sale portfolio in November 1995. The transferred
securities had an amortized cost of approximately $150.3 million and net
unrealized losses of approximately $574,000. The transfer resulted in a decrease
of approximately $373,000 to shareholders' equity. Such reassessment does not
change management's intent to hold other debt securities to maturity in the
future. At this time, classification of all securities as available for sale
allows the Company to manage its investment portfolio more effectively and to
enhance the average yield on the portfolio.
All securities held by the Company as of September 30, 1996 are classified
as available for sale. The following table presents the amortized cost of
securities classified as available for sale and their approximate fair values at
September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
U.S. Government securities........... $ 93,034 $ 68 $ (347) $ 92,755
Mortgage-backed securities........... 160,109 186 (1,407) 158,888
Federal Reserve Bank Stock........... 950 -- -- 950
Federal Home Loan Bank Stock......... 38,810 -- -- 38,810
Other securities..................... 5,316 2 -- 5,318
---------- ---------- ---------- ----------
Total securities................ $ 298,219 $ 256 $ (1,754) $ 296,721
========== ========== ========== ==========
</TABLE>
Mortgage-backed securities are securities which have been developed by
pooling a number of real estate mortgages and are principally issued by federal
agencies such as the Federal National Mortgage Corporation and the Federal Home
Loan Bank. These securities have high credit ratings, and minimum regular
monthly cash flows of principal and interest are guaranteed by the agencies. The
Company has no mortgage-backed securities that have been issued by non-agency
entities.
Included in the Company's mortgage-backed securities at September 30, 1996
were $9.4 million in agency issued collateralized mortgage obligations. At
September 30, 1996, $81.1 million or 50.7% of the mortgage-backed securities
held by the Company had final maturities of more than 10 years; however, $72.8
million of these securities earn interest at floating rates and reprice within
one year, and accordingly are less susceptible to declines in value should
interest rates increase.
25
<PAGE>
The following table summarizes the contractual maturity of investments
(including securities, federal funds sold and interest-bearing deposits) and
their weighted average yields at September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-----------------------------------------------------------------------------------------
AFTER ONE AFTER FIVE
YEAR BUT WITHIN YEARS BUT WITHIN
WITHIN
ONE YEAR FIVE YEARS TEN YEARS AFTER TEN YEARS
---------------- ---------------- ---------------- -----------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD TOTAL
------- ----- ------- ----- ------- ----- -------- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
U.S. Government securities........... $43,735 5.85 % $49,299 6.07 % $ -- -- % $ -- -- % $ 93,034
Mortgage-backed securities........... -- -- 35,370 6.27 43,592 6.75 81,147 5.93 160,109
Federal Reserve Bank Stock........... -- -- -- -- -- -- 950 6.00 950
Federal Home Loan Bank Stock......... -- -- -- -- -- -- 38,810 5.85 38,810
Other securities..................... 5,166 4.96 -- -- 150 7.88 -- -- 5,316
Federal funds sold................... 1,450 5.89 -- -- -- -- -- -- 1,450
Interest-bearing deposits............ 75 5.05 -- -- -- -- -- -- 75
------- ----- ------- ----- ------- ----- -------- ----- ---------
Total investments................ $50,426 5.76 % $84,669 6.15 % $43,742 6.76 % $120,907 5.90 % $ 299,744
======= ===== ======= ===== ======= ===== ======== ===== =========
</TABLE>
SEPTEMBER 30, 1996
------------------
YIELD
-----
U.S. Government securities........... 5.97 %
Mortgage-backed securities........... 6.23
Federal Reserve Bank Stock........... 6.00
Federal Home Loan Bank Stock......... 5.85
Other securities..................... 5.04
Federal funds sold................... 5.89
Interest-bearing deposits............ 5.05
-----
Total investments................ 6.07 %
=====
DEPOSITS
The Company offers a variety of deposit accounts having a wide range of
interest rates and terms. The Company's deposits consist of demand, savings, NOW
accounts, money market and time accounts. The Company relies primarily on
advertising, competitive pricing policies and customer service to attract and
retain these deposits. As of September 30, 1996, the Company has less than five
percent of its deposits classified as brokered funds and does not anticipate any
significant increase. Deposits provide generally all the funding for the
Company's lending and investment activities, and the interest paid for deposits
must be managed carefully to control the level of interest expense.
The Company's ratios of average demand deposits to average total deposits
at September 30, 1996 and September 30, 1995 were 28.6%, and 27.6%,
respectively. The daily average balances and weighted average rates paid on
deposits for the nine month period ended September 30, 1996 are presented below:
SEPTEMBER 30,
1996
-------------------
AMOUNT RATE
-------- -----
(DOLLARS IN
THOUSANDS)
NOW accounts............................ $ 35,368 1.42%
Regular savings......................... 2,698 2.34
Treasury Plus........................... 168,926 4.85
Money Market............................ 129,825 3.90
CD's less than $100,000................. 42,486 5.20
CD's $100,000 and over.................. 85,823 5.41
IRA's & QRP's........................... 8,391 5.33
-------- -----
Total interest-bearing deposits.... 473,517 4.46%
-------- -----
Noninterest-bearing deposits............ 195,706 --
-------- -----
Total deposits..................... $669,223 3.16%
======== =====
26
<PAGE>
The following table sets forth the maturity of the Company's certificates
of deposit that are $100,000 or greater at September 30, 1996:
SEPTEMBER 30, 1996
----------------------
(DOLLARS IN THOUSANDS)
3 months or less........................ $ 43,666
Between 3 months and 6 months........... 28,409
Between 6 months and 1 year............. 14,791
Over 1 year............................. 6,516
----------------------
Total CD's $100,000 and over....... $ 93,382
======================
BORROWINGS
Securities sold under repurchase agreements and other short-term
borrowings, consisting of federal funds purchased and treasury, tax, and loan
deposits, generally represent borrowings with maturities ranging from one to
thirty days. Information relating to these borrowings as of September 30, 1996,
is summarized as follows:
SEPTEMBER 30, 1996
----------------------
(DOLLARS IN THOUSANDS)
Securities sold under repurchase
agreements:
Average......................... $ 96,079
Period end...................... 86,176
Maximum month-end balance during
period............................. 107,320
Interest Rate:
Average......................... 4.87%
Period end...................... 4.76
Other short-term borrowings:
Average......................... $ 14,227
Period end...................... 60,044
Maximum month-end balance during
period............................. 60,044
Interest rate:
Average......................... 5.31%
Period end...................... 5.35
Securities sold under repurchase agreements are maintained in safekeeping
by correspondent banks.
INTEREST RATE SENSITIVITY AND LIQUIDITY
Asset and liability management is concerned with the timing and magnitude
of repricing assets compared to liabilities. It is the objective of the Company
to generate stable growth in net interest income and to attempt to control risks
associated with interest rate movements. In general, management's strategy is to
reduce the impact of changes in interest rates on its net interest income by
maintaining a favorable match between the maturities or repricing dates of its
interest-earning assets and interest-bearing liabilities. The Company's asset
and liability management strategy is formulated and monitored by the Asset
Liability Committee, which is composed of senior officers of the Bank, in
accordance with policies approved by the Bank's Board of Directors. This
Committee meets regularly to review, among other things, the sensitivity of the
Company's assets and liabilities to interest rate changes, the book and market
values of assets and liabilities, unrealized gains and losses, purchase and sale
activity, and maturities of investments and borrowings. The Asset Liability
Committee also approves and establishes pricing and funding decisions with
respect to the Company's overall asset and liability composition. The Committee
reviews the Company's liquidity, cash flow flexibility, maturities of
investments, deposits and borrowings, retail and institutional deposit activity,
current market conditions, and interest rates on both a local and national
level.
The Company's policy is to maintain rate sensitive assets minus rate
sensitive liabilities divided by total assets within 15% on a cumulative basis
for one year. At September 30, 1996, this ratio was a negative 2.09%. The
Company estimates that a 100 basis point change in interest rates would have no
significant
27
<PAGE>
impact on its net interest income over a twelve-month period. The Committee
regularly reviews interest rate risk exposure by forecasting the impact of
alternative interest rate environments on net interest income. The Bank adjusts
interest sensitivity accordingly during the year through changes in the mix of
assets and liabilities and may use interest rate products such as interest rate
swap and cap agreements.
The interest rate sensitivity ("GAP") is defined as the difference
between interest-earning assets and interest-bearing liabilities maturing or
repricing within a given time period. A GAP is considered positive when the
amount of interest rate sensitive assets exceeds the amount of interest rate
sensitive liabilities. A GAP is considered negative when the amount of interest
rate sensitive liabilities exceeds interest rate sensitive assets. During a
period of rising interest rates, a negative GAP would tend to adversely affect
net interest income, while a positive GAP would tend to result in an increase in
net interest income. During a period of falling interest rates, a negative GAP
would tend to result in an increase in net interest income, while a positive GAP
would tend to affect net interest income adversely. While the interest rate
sensitivity GAP is a useful measurement and contributes toward effective asset
and liability management, it is difficult to predict the effect of changing
interest rates solely on that measure. Because different types of assets and
liabilities with the same or similar maturities may react differently to changes
in overall market rates or conditions, changes in interest rates may affect net
interest income positively or negatively even if an institution were perfectly
matched in each maturity category.
Shortcomings are inherent in any GAP analysis since certain assets and
liabilities may not move proportionally as interest rates change. Consequently,
as the interest rate environment has become more volatile, the Bank's management
has increased monitoring its net interest rate sensitivity position and the
effect of various interest rate environments on earnings.
The following table sets forth an interest rate sensitivity analysis for
the Company as of September 30, 1996:
<TABLE>
<CAPTION>
VOLUMES SUBJECT TO REPRICING WITHIN
-------------------------------------------------------
AFTER
0-30 DAYS 31-180 DAYS 181-365 DAYS ONE YEAR TOTAL
------------ ------------ ------------ ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Money market funds.............. $ 5,166 $ -- $ -- $ -- $ 5,166
Securities...................... 46,542 33,369 93,135 120,007 293,053
Loans........................... 325,804 33,706 36,030 119,692 515,232
Overdrafts...................... 3,102 -- -- -- 3,102
Federal funds sold.............. 1,525 -- -- -- 1,525
------------ ------------ ------------ ---------- ----------
Total interest-earning assets... 382,139 67,075 129,165 239,699 818,078
------------ ------------ ------------ ---------- ----------
Interest-bearing liabilities:
Demand, money market and savings
deposits...................... 325,878 -- -- -- 325,878
Certificates of deposit and
other time deposits........... 23,490 78,704 23,181 19,472 144,847
Short term borrowings........... 146,220 -- -- -- 146,220
------------ ------------ ------------ ---------- ----------
Total interest-bearing
liabilities............. 495,588 78,704 23,181 19,472 616,945
------------ ------------ ------------ ---------- ----------
Period GAP........................... $ (113,449) $ (11,629) $105,984 $ 220,227 $ 201,133
Cumulative GAP....................... $ (113,449) $ (125,078) $(19,094) $ 201,133
Period GAP to total assets........... (12.43)% (1.27)% 11.61% 24.13%
Cumulative GAP to total assets....... (12.43)% (13.70)% (2.09)% (22.04)%
</TABLE>
Liquidity involves the Company's ability to raise funds to support asset
growth or reduce assets to meet deposit withdrawals and other payment
obligations, to maintain reserve requirements and otherwise to operate the
Company on an ongoing basis. During the nine months ended September 30, 1996,
the Company's liquidity needs have primarily been met by growth in core
deposits, as previously discussed.
28
<PAGE>
Although access to purchased funds from correspondent banks is available and has
been utilized on occasion to take advantage of investment opportunities, the
Company does not generally rely on these external funding sources. The cash and
federal funds sold position, supplemented by amortizing securities and loan
portfolios, have generally created an adequate liquidity position.
Federal Home Loan Bank ("FHLB") advances may be utilized from time to
time as either a short-term funding source or a longer term funding source. FHLB
advances can be particularly attractive as a longer term funding source to
balance interest rate sensitivity and reduce interest rate risk. The Company is
eligible for two borrowing programs through the FHLB. The first, called "Short
Term Fixed" (STF), requires delivery of eligible securities for collateral. At
September 30, 1996, the Company had approximately $14.5 million in securities
safekept at the FHLB which qualify as eligible collateral. Maturities under this
program range from 1-35 days, and the rate paid is approximately 25 basis points
less than the other programs.
The second borrowing program, the "Blanket Borrowing Program" (BBP), is
under an overnight borrowing agreement which does not require the delivery of
specific collateral. Borrowings are limited to a maximum of 65% of the Company's
1-4 family mortgage loans. At September 30, 1996, the Company had approximately
$64.9 million in potential borrowings available under this program. Under this
program, the Company must hold approximately $1 in FHLB stock for each $10 in
borrowings. In addition, under the Blanket Borrowing Program, the Company may
deliver specific collateral which will dramatically increase total potential
borrowings. Upon delivery, the FHLB will review the collateral and assign a
loan-to-value ratio of approximately 90%. In addition to real estate loans, the
FHLB will accept delivery of credit card and installment loans. The advances are
limited to 50% of assets or total eligible collateral, whichever is less. The
advances are subject to the stock purchase requirements as mentioned above. At
September 30, 1996, the Company had a total potential borrowings under the
various programs discussed above of $79.4 million.
CAPITAL RESOURCES
Capital management consists of providing equity to support both current and
future operations. The Company is subject to capital adequacy requirements
imposed by the Federal Reserve Board and the Bank is subject to capital adequacy
requirements imposed by the OCC. Both the Federal Reserve Board and the OCC have
adopted risk-based capital requirements for assessing bank holding company and
bank capital adequacy. These standards define capital and establish minimum
capital requirements in relation to assets and off-balance sheet exposure,
adjusted for credit risk. The risk-based capital standards currently in effect
are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among bank holding companies and banks, to account
for off-balance sheet exposure and to minimize disincentives for holding liquid
assets. Assets and off-balance sheet items are assigned to broad risk
categories, each with appropriate relative risk weights. The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and
off-balance sheet items.
Bank regulatory authorities in the United States have issued risk-based
capital standards by which all bank holding companies and banks are evaluated in
terms of capital adequacy. The risk-based capital standards issued by the
Federal Reserve Board apply to the Company, and the OCC guidelines apply to the
Bank. These guidelines relate a financial institution's capital to the risk
profile of its assets. The risk-based capital standards require all financial
organizations to have "Tier 1 capital" of at least 4.0% of risk-adjusted
assets and "total risk-based" capital (Tier 1 and Tier 2) of at least 8.0% of
risk-adjusted assets. "Tier 1 capital" includes, generally, common
shareholders' equity and qualifying perpetual preferred stock together with
related surpluses and retained earnings, qualifying perpetual preferred stock
and minority interest in equity accounts of consolidated subsidiaries less
deductions for goodwill and various other intangibles. "Tier 2 capital" may
consist of a limited amount of subordinated debt, certain hybrid capital
instruments and other debt securities, preferred stock not qualifying as Tier 1
capital, and a limited amount of the general valuation allowance for loan losses
("Tier 2 capital"). The sum of Tier 1 capital and Tier 2 capital is "total
risk-based capital."
29
<PAGE>
The agencies have also adopted guidelines which supplement the risk-based
capital guidelines with a minimum leverage ratio of Tier 1 capital to average
total consolidated assets ("leverage ratio") of 3.0% for institutions with
well diversified risk, including no undue interest rate exposure; excellent
asset quality; high liquidity; good earnings; and that are generally considered
to be strong banking organizations, rated composite 1 under applicable federal
guidelines, and that are not experiencing or anticipating significant growth.
Other banking organizations are required to maintain a leverage ratio of at
least 4.0% to 5.0%. These rules further provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
capital positions substantially above the minimum supervisory levels and
comparable to peer group averages, without significant reliance on intangible
assets.
The total of shareholders' equity and Bank Preferred Stock increased to
$58.6 million at September 30, 1996, from $52.1 million at December 31, 1995, an
increase of $6.5 million or 12.5%. This increase was primarily attributable to
the retention of $7.4 million in earnings. These amounts were partially offset
by the payment of $341,000 in dividends on the Bank Preferred Stock and an
increase in the unrealized loss on securities of $1.2 million.
The following table provides a comparison of the Company's and the Bank's
leverage and risk-weighted capital ratios as of September 30, 1996 to the
regulatory standards:
WELL-
COMPANY CAPITALIZED
AND BANK MINIMUM MINIMUM
RATIO REQUIRED REQUIRED
-------- ------- -----------
Leverage ratio.......................... 6.52% 3.00%(1) 5.00%
Tier 1 risk-based capital ratio......... 10.68% 4.00% 8.00%
Risk-based capital ratio................ 11.65% 8.00% 10.00%
- ------------
(1) The OCC has the authority to require the Bank to maintain a leverage ratio
of up to 200 basis points above the required minimum.
Pursuant to Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), each federal banking agency revised its risk-based capital
standards to ensure that those standards take adequate account of interest rate
risk, concentration of credit risk and the risks of nontraditional activities,
as well as reflect the actual performance and expected risk of loss on
multifamily mortgages. Also pursuant to FDICIA, each federal banking agency has
promulgated regulations setting the levels at which an insured institution would
be considered "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." Under the Federal Reserve Board's regulations, the Bank is
classified "well capitalized" for purposes of prompt corrective action. See
"Supervision and Regulation."
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
OVERVIEW
Total assets at December 31, 1995, 1994 and 1993 were $825.5 million,
$578.3 million and $472.3 million, respectively. This growth was a result of a
strong local economy, the addition of new loan officers and the Company's style
of relationship banking. Loans were $438.3 million at December 31, 1995 an
increase of $80.0 million or 22.3% from $358.3 million at the end of 1994. Loans
were $285.9 million at year end 1993. Deposits experienced similar growth,
increasing to $672.6 million at year end 1995 from $489.8 million at year end
1994 and $417.7 million at year end 1993. Shareholders' equity was $44.8
million, $35.8 million and $29.4 million at December 31, 1995, 1994 and 1993,
respectively.
Net income available to common shareholders was $7.8 million, $5.8 million
and $3.6 million and net income per share was $0.92, $0.70 and $0.43 for the
years ended 1995, 1994 and 1993, respectively. This increase in net income was
primarily the result of strong loan growth, maintaining strong asset quality and
expense control and resulted in returns on average assets of 1.16%, 1.14% and
0.90% and returns on
30
<PAGE>
average common equity of 19.20%, 17.44% and 12.93% for the years ended 1995,
1994 and 1993, respectively.
RESULTS OF OPERATIONS
NET INTEREST INCOME
1995 VERSUS 1994. Net interest income totaled $28.7 million in 1995
compared to $22.8 million in 1994, an increase of $5.8 million or 25.6%. This
resulted in net interest margins of 4.60% and 4.82% and net interest spreads of
3.42% and 3.89% for 1995 and 1994, respectively.
The primary reason for higher net interest income was strong growth in
average loans coupled with higher yields on the loan portfolio which increased
to 9.55% from 8.41%. In addition, the securities portfolio experienced
substantial growth and the yield on the portfolio increased 73 basis points to
5.64% for the year ended 1995. Offsetting these increases was a large increase
in interest expense due to the growth in savings and money market account
balances and an increase in the rate paid to 4.54% from 3.17% for the year ended
1995 versus 1994. Also, interest expense increased due to additional volume and
interest rates paid in certificates of deposit and repurchase agreements and
borrowed funds.
1994 VERSUS 1993. Net interest income for 1994 was $22.8 million an
increase of $5.9 million or 34.9% from $16.9 million in 1993. The increase was
driven by an increase in interest income of $9.6 million and was partially
offset by an increase in interest expense of $3.7 million. This resulted in net
interest spreads of 3.89% and 3.87% and net interest margins of 4.82% and 4.65%
for the years ended 1994 and 1993, respectively.
Interest income increased primarily due to growth in interest income from
the loan portfolio. Interest income from the loan portfolio grew to $26.7
million from $18.7 million, an increase of $8.0 million or 42.6%. The growth was
due to an increase in the average loans to $317.4 million at year end 1994 from
$243.8 million at the end of 1993. Also, the yield on loans increased to 8.41%
in 1994 from 7.68% in 1993. Also contributing to the increase in interest income
was the increase in interest income from the securities portfolio which
increased to $6.9 million in 1994, an increase of $1.6 million or 29.4% from
$5.3 million in 1993. The increase in interest expense was driven by growth in
savings and money market accounts and certificates of deposit. Both categories
had increases in average balances and rates paid on deposits.
31
<PAGE>
The following table presents for the periods indicated the total dollar
amount of interest income from average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates. No tax equivalent adjustments were made and
all average balances are daily average balances. Nonaccruing loans have been
included in the table as loans carrying a zero yield.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------
1995 1994 1993
--------------------------------- --------------------------------- -----------
AVERAGE INTEREST AVERAGE AVERAGE INTEREST AVERAGE AVERAGE
OUTSTANDING EARNED/ YIELD/ OUTSTANDING EARNED/ YIELD/ OUTSTANDING
BALANCE PAID RATE BALANCE PAID RATE BALANCE
----------- --------- ------- ----------- --------- ------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans................................. $ 388,329 $37,089 9.55% $ 317,373 $26,684 8.41% $ 243,805
Securities............................ 206,717 11,668 5.64 140,478 6,898 4.91 105,965
Federal funds sold and other earning
assets.............................. 29,325 1,825 6.22 15,839 706 4.46 14,720
----------- --------- ------- ----------- --------- ------- -----------
Total interest-earning assets..... 624,371 50,582 8.10% 473,690 34,288 7.24% 364,490
----------- --------- ------- ----------- --------- ------- -----------
Less allowance for loan losses.......... (4,700) (3,679) (2,696)
----------- ----------- -----------
Total earning assets, net of
allowance............................. 619,671 470,011 361,794
Nonearning assets....................... 49,325 41,160 31,787
----------- ----------- -----------
Total assets...................... $ 668,996 $ 511,171 $ 393,581
=========== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits...... $ 31,886 626 1.96% $ 34,928 597 1.71% $ 21,607
Savings and money market accounts..... 243,652 11,066 4.54 153,105 4,850 3.17 132,707
Certificates of deposit............... 119,349 6,290 5.27 116,099 4,530 3.90 95,278
Repurchase agreements and borrowed
funds............................... 72,578 3,908 5.38 37,697 1,467 3.89 18,082
----------- --------- ------- ----------- --------- ------- -----------
Total interest-bearing
liabilities..................... 467,465 21,890 4.68% 341,829 11,444 3.35% 267,674
----------- --------- ------- ----------- --------- ------- -----------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits... 151,905 133,696 95,834
Other liabilities..................... 8,425 2,173 2,579
----------- ----------- -----------
Total liabilities................. 627,795 477,698 366,087
----------- ----------- -----------
Bank preferred stock.................... 804 -- --
Shareholders' equity.................... 40,397 33,473 27,494
----------- ----------- -----------
Total liabilities and
shareholders' equity............ $ 668,996 $ 511,171 $ 393,581
=========== =========== ===========
Net interest income..................... $28,692 $22,844
========= =========
Net interest spread..................... 3.42% 3.89%
======= =======
Net interest margin..................... 4.60% 4.82%
======= =======
</TABLE>
INTEREST AVERAGE
EARNED/ YIELD/
PAID RATE
--------- -------
ASSETS
Interest-earning assets:
Loans................................. $18,718 7.68%
Securities............................ 5,332 5.03
Federal funds sold and other earning
assets.............................. 640 4.35
--------- -------
Total interest-earning assets..... 24,690 6.77%
--------- -------
Less allowance for loan losses..........
Total earning assets, net of
allowance.............................
Nonearning assets.......................
Total assets......................
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits...... 484 2.24%
Savings and money market accounts..... 3,494 2.63
Certificates of deposit............... 3,333 3.50
Repurchase agreements and borrowed
funds............................... 439 2.43
--------- -------
Total interest-bearing
liabilities..................... 7,750 2.90%
--------- -------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits...
Other liabilities.....................
Total liabilities.................
Bank preferred stock....................
Shareholders' equity....................
Total liabilities and
shareholders' equity............
Net interest income..................... $16,940
=========
Net interest spread..................... 3.87%
=======
Net interest margin..................... 4.65%
=======
32
<PAGE>
The following table presents the dollar amount of changes in interest
income and interest expense for the major components of interest-earning assets
and interest-bearing liabilities and distinguishes between the increase
(decrease) related to higher outstanding balances and the volatility of interest
rates. For purposes of this table, changes attributable to both rate and volume
which can be segregated have been allocated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1995 VS. 1994 1994 VS. 1993
----------------------------- -----------------------------
INCREASE INCREASE
(DECREASE) (DECREASE)
DUE TO DUE TO
------------------ ------------------
VOLUME RATE TOTAL VOLUME RATE TOTAL
------ --------- --------- ------ --------- ---------
(DOLLARS IN THOUSANDS)
INTEREST-EARNING ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Loans................................... $5,966 $ 4,439 $ 10,405 $5,648 $ 2,320 $ 7,968
Securities.............................. 3,250 1,579 4,829 1,933 (524) 1,409
Federal funds sold and other earning
assets................................ 571 490 1,061 33 190 223
------ --------- --------- ------ --------- ---------
Total increase in interest income... 9,787 6,508 16,295 7,614 1,986 9,600
------ --------- --------- ------ --------- ---------
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits........ (51) 96 45 187 (90) 97
Savings and money market accounts....... 2,877 3,325 6,202 537 834 1,371
Certificates of deposit................. 127 1,632 1,759 728 470 1,198
Repurchase agreements and borrowed
funds................................. 1,358 1,083 2,441 477 551 1,028
------ --------- --------- ------ --------- ---------
Total increase in interest
expense........................... 4,311 6,136 10,447 1,929 1,765 3,694
------ --------- --------- ------ --------- ---------
Increase in net interest income......... $5,476 $ 372 $ 5,848 $5,685 $ 221 $ 5,906
====== ========= ========= ====== ========= =========
</TABLE>
PROVISION FOR LOAN LOSSES
The 1995 provision for loan losses decreased to $925,000 from $1.1 million
in 1994, a decrease of $175,000 or 15.9%. The provision for the year ended 1994
increased by $140,000 or 13.9% from the year ended December 31, 1993. The
reduced provision in 1995 relates to the Company's methodology for determining
the appropriate provision amount which includes an analysis of loan portfolio
and economic trends and other portfolio risks.
NONINTEREST INCOME
Noninterest income for the year ended December 31, 1995 was $3.7 million,
an increase of $649,000 or 21.2% over the same period in 1994. Noninterest
income of $3.1 million earned in the year ended December 31, 1994 represented an
increase of $904,000 or 41.9% over the same period in 1993. The following table
presents for the periods indicated the major changes of noninterest income.
DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
(DOLLARS IN THOUSANDS)
Service charges on deposit accounts..... $ 2,386 $ 2,122 $ 1,678
Retail services income.................. 44 37 42
Corporate services income............... 11 35 29
Loan operations......................... 439 354 224
Investment services..................... 695 221 124
Other noninterest income................ 137 294 62
--------- --------- ---------
Total noninterest income...... $ 3,712 $ 3,063 $ 2,159
========= ========= =========
Service charges were $2.4 million for the year ended December 31, 1995,
compared to $2.1 million for the year ended December 31, 1994, an increase of
$264,000 or 12.5%, and increased $444,000 or 26.5% from 1993 to 1994. During
this three year period the Company introduced several new products which
33
<PAGE>
contributed to the increase in service charge income. In addition, the number of
deposit accounts similarly grew from 11,452 at December 31, 1993 to 12,736 at
December 31, 1994 to 14,686 at December 31, 1995.
Other significant increases in noninterest income were recognized in the
categories of loan operations, investment services and all other noninterest
income. The largest single component of loan operations income is fees received
from letters of credit. These fees have increased to $314,000 in 1995 to
$285,000 in 1994 to $159,000 in 1993. This increase was due primarily to the
formal addition of an International Department and marketing a new service,
confirmation of letters of credit. Fee income from investment services has
increased significantly in each of the past three years. For the year ended
1995, investment income grew to $695,000, an increase of $474,000 or 214% over
the 1994 level, and increased to $221,000 for the year ended 1994, an increase
of $97,000 or 78.2% from 1993. These increases are the result of a strategic
focus by the Company to increase its competitive position in providing
investment services.
NONINTEREST EXPENSES
For the year ended 1995, noninterest expenses totaled $19.5 million, an
increase of $3.7 million, or 23.4%, from $15.8 million during 1994, which had
increased from $12.7 million during 1993. Noninterest expenses increased from
$12.7 million during 1993 to $15.8 million during 1994, an increase of 24.4%.
The increase in noninterest expenses during these periods was due primarily to
salaries and employee benefits. For the same time periods the efficiency ratio
was 58.08% in 1995, 60.67% in 1994 and 66.41% in 1993. The percentage decrease
from 1993 to the 1994 and 1995 percentages was due primarily to a large increase
in earning assets and the Company's continued efforts to control overhead
expenses.
Salary and benefit expense for the year ended December 31, 1995 was $10.7
million, an increase of $2.0 million or 23.0% from $8.7 million for the year
ended December 31, 1994. Salary and benefit expense for the year ended December
31, 1994 was up $1.5 million or 21.4% from the same period in 1993. This
increase was due primarily to the hiring of additional personnel required to
accommodate the Company's growth. Total full-time equivalent employees for the
years ended 1995, 1994 and 1993 were 256, 205 and 170, respectively.
Occupancy expense rose $515,000 and $674,000 or 25.8% and 51.0% in 1995 and
1994, respectively. Major categories included within occupancy expense are
building lease expense, depreciation expense, and maintenance contract expense.
Building lease expense increased to $779,000 in 1995 from $657,000 in 1994, an
increase of $122,000 or 18.6%, and increased $102,000 or 18.4% for the year
ended 1993. Additionally, the Company increased the rentable number of square
feet of the Galleria location. Depreciation expense increased $510,000 and
$412,000 or 98.5% and 40.1% in 1994 and 1995, respectively. This increase was
due primarily to depreciation on equipment provided to new employees and
expenses related to technology upgrades throughout the Company. Maintenance
contract expense for the year ended December 31, 1995 was $247,000, an increase
of $90,000 or 57.3% compared to $157,000 in 1994 and $90,000 in 1993. The
Company has purchased maintenance contracts for major operating systems
throughout the organization.
INCOME TAXES
Income tax expense includes the regular federal income tax at the statutory
rate, plus the income tax component of the Texas franchise tax. The amount of
federal income tax expense is influenced by the amount of taxable income, the
amount of tax-exempt income, the amount of nondeductible interest expense, and
the amount other nondeductible expenses. Taxable income for the income tax
component of the Texas franchise tax is the federal pre-tax income, plus certain
officers salaries, less interest income from federal securities. In 1995 income
tax expense was $4.2 million, an increase of $1.1 million or 35% from the $3.1
million of income tax expense in 1994. In 1994 income tax expense was $3.1
million, an increase of $1.2 million or 63% from the $1.9 million of income tax
expense in 1993. The income tax component of the Texas franchise tax was
$145,000 in 1995, $53,000 in 1994, and zero in 1993.
34
<PAGE>
FINANCIAL CONDITION
LOAN PORTFOLIO
Total loans increased by $80.0 million, or 22.3%, to $438.3 million at
December 31, 1995, from $358.3 million at December 31, 1994. During 1994, total
loans increased by $72.4 million, or 25.3%, from $285.9 million at December 31,
1993.
At December 31, 1995, total loans represented 65.2% of deposits and 53.1%
of total assets. Total loans as a percentage of deposits were 73.1% at December
31, 1994 as compared with 68.4% at December 31, 1993. Total loans as a
percentage of total assets were 62.0% at December 31, 1994, compared with 60.5%
at December 31, 1993.
The following table summarizes the loan portfolio of the Company by major
category as of the dates indicated:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------------------------
1995 1994 1993 1992
-------------------- -------------------- -------------------- --------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT
-------- ------- -------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Commercial and industrial............... $194,095 44.3% $148,177 41.3% $125,062 43.7% $ 95,339
Real estate
Construction & land development........ 46,926 10.7 43,895 12.3 35,362 12.4 13,977
1-4 family residential................. 88,120 20.1 75,132 21.0 59,371 20.8 51,510
Commercial owner
occupied............................. 36,765 8.4 26,907 7.5 21,167 7.4 17,866
Farmland............................... 5,283 1.2 2,945 0.8 2,998 1.0 2,283
Other.................................. 22,923 5.2 23,766 6.6 13,325 4.7 10,478
Consumer................................ 44,147 10.1 37,483 10.5 28,607 10.0 19,005
-------- ------- -------- ------- -------- ------- --------
Total Loans.......................... $438,259 100.0% $358,305 100.0% $285,892 100.0% $210,458
======== ======= ======== ======= ======== ======= ========
</TABLE>
1991
--------------------
PERCENT AMOUNT PERCENT
------- -------- -------
Commercial and industrial............... 45.3% $ 67,353 46.6%
Real estate
Construction & land development........ 6.6 11,092 7.7
1-4 family residential................. 24.5 31,282 21.6
Commercial owner
occupied............................. 8.5 11,146 7.7
Farmland............................... 1.1 1,000 0.7
Other.................................. 5.0 8,583 5.9
Consumer................................ 9.0 14,104 9.8
------- -------- -------
Total Loans.......................... 100.0% $144,560 100.0%
======= ======== =======
The contractual maturity ranges of the commercial and industrial and real
estate construction loan portfolio and the amount of such loans with fixed
interest rates and floating rates in each maturity range as of December 31, 1995
are summarized in the following table:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
--------------------------------------------
AFTER ONE
THROUGH AFTER
ONE YEAR FIVE FIVE
OR LESS YEARS YEARS TOTAL
---------- --------- --------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and industrial............ $ 124,322 $ 64,982 $ 4,791 $ 194,095
Real estate construction............. 29,940 16,236 750 46,926
---------- --------- --------- ----------
Total......................... $ 154,262 $ 81,218 $ 5,541 $ 241,021
========== ========= ========= ==========
Loans with a fixed interest rate..... $ 18,232 $ 24,733 $ 216 $ 43,181
Loans with a floating interest
rate............................... 136,030 56,485 5,325 197,840
---------- --------- --------- ----------
Total......................... $ 154,262 $ 81,218 $ 5,541 $ 241,021
========== ========= ========= ==========
</TABLE>
Effective January 1, 1995, the Company adopted SFAS No. 114, "ACCOUNTING
FOR CREDITORS FOR IMPAIRMENT OF A LOAN," as amended by SFAS No. 118,
"ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN -- INCOME RECOGNITION AND
DISCLOSURES." Under SFAS No. 114, as amended, a loan is considered impaired,
based on current information and events, if it is probable that the Company will
be unable to collect the scheduled payments of principal or interest when due
according to the contractual terms of the loan agreement. The measurement of
impaired loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or the loan's observable market
price or based on the fair value of the collateral if the loan is
collateral-dependent. The adoption of SFAS No. 114 did not result in any
additional provision for loan losses.
35
<PAGE>
NONPERFORMING ASSETS
The Company's conservative lending approach has resulted in strong asset
quality. Nonperforming assets at December 31, 1995 were $294,000, compared with
$688,000 at December 31, 1994 and $631,000 at December 31, 1993. This resulted
in a ratio of nonperforming assets to loans plus other real estate of 0.07%,
0.19% and 0.22% for the years ended 1995, 1994 and 1993, respectively.
The following table presents information regarding nonperforming assets as
of the dates indicated:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nonaccrual loans..................... $ 291 $ 397 $ 202 $ 179 $ 5
Accruing loans 90 or more days past
due................................ 3 -- 29 -- 12
Restructured loans................... -- -- -- -- --
Other real estate and foreclosed
property........................... -- 291 400 466 111
--------- --------- --------- --------- ---------
Total nonperforming assets.... $ 294 $ 688 $ 631 $ 645 $ 128
========= ========= ========= ========= =========
Nonperforming assets to total loans
and other real estate.............. 0.07% 0.19% 0.22% 0.31% 0.09%
</TABLE>
ALLOWANCE FOR LOAN LOSSES
The following table presents, for the periods indicated, an analysis of the
allowance for loan losses and other related data:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Allowance for loan losses at
January 1 ......................... $ 4,294 $ 3,250 $ 2,204 $ 1,857 $ 1,679
Provision for loan losses............ 925 1,145 1,005 767 540
Charge-offs.......................... (312) (167) (19) (441) (443)
Recoveries........................... 14 66 60 21 81
----------- ----------- ----------- ----------- ------------
Allowance for loan losses at December
31................................. $ 4,921 $ 4,294 $ 3,250 $ 2,204 $ 1,857
=========== =========== =========== =========== ============
Allowance to period-end loans........ 1.12% 1.20% 1.14% 1.05% 1.28%
Net charge-offs (recoveries) to
average loans...................... 0.08 0.03 (0.02) 0.24 0.30
Allowance to period-end nonperforming
loans.............................. 1,673.78 1,081.58 1,406.84 1,231.31 10,925.88
</TABLE>
36
<PAGE>
The following tables describe the allocation of the allowance for loan
losses among various categories of loans and certain other information as of the
dates indicated. The allocation is made for analytical purposes and is not
necessarily indicative of the categories in which future loan losses may occur.
The total allowance is available to absorb losses from any segment of loans.
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------
1995 1994
----------------------- -----------------------
PERCENT OF PERCENT OF
LOANS TO LOANS TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS
--------- ----------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance of allowance for loan losses
applicable to:
Commercial and industrial....... $ 103 44.3% $ 88 41.3%
Real estate:
Construction and land
development............. -- 10.7 -- 12.3
1-4 family residential..... -- 20.1 -- 21.0
Commercial owner
occupied................ -- 8.4 -- 7.5
Farmland................... -- 1.2 -- 0.8
Other...................... -- 5.2 -- 6.6
Consumer........................ 25 10.1 51 10.5
Unallocated..................... 4,793 4,155
--------- ---------
Total allowance for loan losses...... $ 4,921 $ 4,294
========= =========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------------------------
1993 1992 1991
----------------------- ----------------------- -----------------------
PERCENT OF PERCENT OF PERCENT OF
LOANS TO LOANS TO LOANS TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS
--------- ----------- --------- ----------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance of allowance for loan losses
applicable to:
Commercial and industrial....... $ 100 43.7% $ 140 45.3% $ -- 46.6%
Real estate:
Construction and land
development............. -- 12.4 -- 6.6 -- 7.7
1-4 family residential..... -- 20.8 -- 24.5 -- 21.6
Commercial owner
occupied................ -- 7.4 -- 8.5 7.7
Farmland................... -- 1.0 1.1 0.7
Other...................... -- 4.7 -- 5.0 -- 5.9
Consumer........................ 58 10.0 32 9.0 -- 9.8
Unallocated..................... 3,092 2,032 1,857
--------- --------- ---------
Total allowance for loan losses...... $ 3,250 $ 2,204 $ 1,857
========= ========= =========
</TABLE>
37
<PAGE>
SECURITIES
The following table summarizes the amortized cost of securities held by the
Company as of the dates shown:
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
U.S. Government securities.............. $ 97,797 $ 95,336 $ 88,745 $ 38,231 $ 33,823
Mortgage-backed securities.............. 154,083 55,079 45,857 24,003 18,813
Federal Reserve Bank Stock.............. 946 718 716 479 479
Federal Home Loan Bank Stock............ 37,692 1,421 1,037 718 577
Other securities........................ 4,329 150 149 150 5,150
---------- ---------- ---------- --------- ---------
Total securities................... $ 294,847 $ 152,704 $ 136,504 $ 63,581 $ 58,842
========== ========== ========== ========= =========
</TABLE>
The following table summarizes the carrying value and classification of
securities as of the dates shown. See " -- For the Nine Months Ended September
30, 1996 and 1995 -- Financial Condition -- Securities" for a discussion of
SFAS No. 115 and the classification of securities.
DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Available for sale...................... $ 295,183 $ 63,628 $ --
Held to maturity........................ -- 87,839 --
Securities at amortized cost............ -- -- 136,504
---------- ---------- ----------
Total securities................... $ 295,183 $ 151,467 $ 136,504
========== ========== ==========
The following table presents the amortized cost of securities classified as
available for sale and their approximate values at December 31, 1995 and
December 31, 1994:
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------------------------------------- -----------------------------------
GROSS GROSS GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR AMORTIZED UNREALIZED UNREALIZED
COST GAIN LOSS VALUE COST GAIN LOSS
--------- ---------- ---------- -------- --------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Government securities.............. $ 97,797 $491 $ (200) $ 98,088 $47,584 $ 29 $ (810)
Mortgage-backed securities.............. 154,083 451 (416) 154,118 15,142 14 (470)
Federal Reserve Bank Stock.............. 946 -- -- 946 718 -- --
Federal Home Loan Bank Stock............ 37,692 -- -- 37,692 1,421 -- --
Other securities........................ 4,329 10 -- 4,339 -- -- --
--------- ---------- ---------- -------- --------- --- ----------
Total securities.................... $294,847 $952 $ (616) $295,183 $64,865 $ 43 $ (1,280)
========= ========== ========== ======== ========= === ==========
</TABLE>
FAIR
VALUE
-------
U.S. Government securities.............. $46,803
Mortgage-backed securities.............. 14,686
Federal Reserve Bank Stock.............. 718
Federal Home Loan Bank Stock............ 1,421
Other securities........................ --
-------
Total securities.................... $63,628
=======
The following table presents the amortized cost of securities classified as
held to maturity and their approximate fair values at December 31, 1994. No
securities were classified as held to maturity at December 31, 1995.
<TABLE>
<CAPTION>
DECEMBER 31, 1994
------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
--------- ---------- ---------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
U.S. Government securities.............. $47,752 $ -- $ (1,928) $45,824
Mortgage-backed securities.............. 39,937 -- (2,294) 37,643
Other securities........................ 150 -- (7) 143
--------- ---------- ---------- -------
Total securities................... $87,839 $ -- $ (4,229) 83,610
========= ========== ========== =======
</TABLE>
38
<PAGE>
The following table presents the amortized cost of securities and their
approximate fair values at December 31, 1993:
<TABLE>
<CAPTION>
DECEMBER 31, 1993
-------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
--------- ---------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
U.S. Government securities.............. $ 88,745 $ 771 $ (70) $ 89,446
Mortgage-backed securities.............. 45,857 172 (227) 45,802
Other................................... 1,902 -- -- 1,902
--------- ---------- ---------- --------
Total securities................... $ 136,504 $ 943 $ (297) $137,150
========= ========== ========== ========
</TABLE>
At December 31, 1995, securities totaled $295.2 million, an increase of
$143.7 million from $151.5 million at December 31, 1994. The increase occurred
primarily in mortgage-backed securities and FHLB stock. During 1994, securities
increased $15.0 million from $136.5 million at December 31, 1993. The yield on
the securities portfolio for 1995 was 5.64% while the yield was 4.91% in 1994
and 5.03% in 1993.
The Company has no mortgage-backed securities that have been issued by
non-agency entities. Included in the Company's mortgage-backed securities at
December 31, 1995 were $22.9 million in agency issued collateral mortgage
obligations.
At December 31, 1995, 45.1% of the mortgage-backed securities held by the
Company had final maturities of more than 10 years. At December 31, 1995,
approximately $62.0 million of the Company's mortgage-backed securities earned
interest at floating rates and repriced within one year, and accordingly were
less susceptible to declines in value should interest rates increase.
The following table summarizes the contractual maturity of investments
(including securities, federal funds sold and interest-bearing deposits) and
their weighted average yields at December 31, 1995:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-----------------------------------------------------------------------------------------
AFTER ONE AFTER FIVE
YEAR BUT WITHIN YEARS BUT WITHIN
WITHIN
ONE YEAR FIVE YEARS TEN YEARS AFTER TEN YEARS
---------------- ---------------- ---------------- -----------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD TOTAL
------- ----- ------- ----- ------- ----- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
U.S. Government securities.............. $41,533 5.93 % $56,264 5.65 % $ -- -- % $ -- -- % $ 97,797
Mortgage-backed securities.............. -- -- 33,250 6.63 51,351 6.38 69,483 6.56 154,084
Federal Reserve Bank Stock.............. -- -- -- -- -- -- 946 6.00 946
Federal Home Loan Bank Stock............ -- -- -- -- -- -- 37,692 5.95 37,692
Other securities........................ 4,179 5.39 -- -- 150 8.13 -- -- 4,329
Federal funds sold...................... 23,885 5.73 -- -- -- -- -- -- 23,885
Interest-bearing deposits............... 15,010 5.13 -- -- -- -- -- -- 15,010
------- ----- ------- ----- ------- ----- -------- ----- --------
Total investments................... $84,607 5.71 % $89,514 6.02 % $51,501 6.38 % $108,121 6.34 % $333,743
======= ===== ======= ===== ======= ===== ======== ===== ========
</TABLE>
YIELD
-----
U.S. Government securities.............. 5.77 %
Mortgage-backed securities.............. 6.51
Federal Reserve Bank Stock.............. 6.00
Federal Home Loan Bank Stock............ 5.95
Other securities........................ 5.48
Federal funds sold...................... 5.73
Interest-bearing deposits............... 5.13
-----
Total investments................... 6.10 %
=====
DEPOSITS
The Company's ratio of average demand deposits to average total deposits
for years ended December 31, 1995, 1994 and 1993 were 28.4%, 30.4%, and 27.7%,
respectively.
Average total deposits during 1995 increased to $551.7 million from $437.8
million in 1994, an increase of $113.8 million or 25.9%. The development of the
Treasury Plus product, which attracted $91.4 million of average deposits,
contributed to this growth. Treasury Plus is a money market account which pays a
rate in excess of the U.S. Treasury bill rate based upon the size of the
deposit. In addition, average noninterest-bearing deposits increased to $156.8
million in 1995 from $133.7 million in 1994 due to the increase in the number of
deposit accounts. Average deposits in 1994 rose to $437.8 million from $345.4
million in 1993, an increase of $92.4 million or 26.8%.
39
<PAGE>
The daily average balances and weighted average rates paid on deposits for
each of the years ended December 31, 1995, 1994 and 1993 are presented below:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995 1994 1993
--------------------- --------------------- ---------------------
AMOUNT RATE AMOUNT RATE AMOUNT RATE
---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
NOW accounts......................... $ 31,886 1.96% $ 34,928 1.69% $ 21,607 1.92%
Regular savings...................... 2,680 2.83 2,126 2.77 1,703 2.47
Treasury Plus........................ 91,396 5.35 -- -- -- --
Money market......................... 149,576 4.08 150,979 3.17 131,004 2.72
CD's less than $100,000.............. 38,306 5.14 40,536 3.99 38,148 3.71
CD's $100,000 and over............... 73,760 5.32 70,190 3.83 52,481 3.33
IRA's & QRP's........................ 7,281 5.46 5,373 4.17 4,649 3.64
---------- --------- ---------- --------- ---------- ---------
Total interest-bearing
deposits........................ 394,885 4.55% 304,132 3.28% 249,592 2.92%
---------- --------- ---------- --------- ---------- ---------
Noninterest-bearing deposits......... 156,776 -- 133,696 -- 95,834 --
---------- --------- ---------- --------- ----------
Total deposits.................. $ 551,661 3.26% $ 437,828 2.28% $ 345,426 2.14%
========== ========= ========== ========= ========== =========
</TABLE>
The following table sets forth the maturity of the Company's certificates
of deposit that are $100,000 or greater as of the dates indicated:
DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
(DOLLARS IN THOUSANDS)
3 months or less..................... $ 45,166 $ 44,659 $ 25,595
Between 3 months and 6 months........ 15,558 9,405 7,302
Between 6 months and 1 year.......... 13,385 10,640 10,671
Over 1 year.......................... 8,538 5,986 5,639
--------- --------- ---------
Total CD's $100,000 and over.... $ 82,647 $ 70,690 $ 49,207
========= ========= =========
BORROWINGS
Securities sold under repurchase agreements and other short-term
borrowings, consisting of federal funds purchased and treasury, tax, and loan
deposits, generally represent borrowings with maturities ranging from one to
thirty days. Information relating to these borrowings is summarized as follows:
DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
(DOLLARS IN THOUSANDS)
Securities sold under repurchase
agreements:
Average......................... $ 65,674 $ 33,817 $ 18,079
Year-end........................ 95,638 42,448 23,140
Maximum month-end balance during
year............................... 95,638 44,630 27,857
Interest Rate:
Average......................... 5.36% 3.80% 2.38%
Year-end........................ 5.41% 5.05% 2.31%
Other short-term borrowings:
Average......................... 6,904 3,880 2,740
Year-end........................ 1,287 8,819 --
Maximum month-end balance during
year................................. 10,000 11,270 --
Interest rate:
Average......................... 5.58% 4.73% 2.92%
Year-end........................ 5.32% 5.22% 0%
40
<PAGE>
INTEREST RATE SENSITIVITY AND LIQUIDITY
The following table sets forth an interest rate sensitivity analysis for
the Company as of December 31, 1995:
<TABLE>
<CAPTION>
VOLUMES SUBJECT TO REPRICING WITHIN
-----------------------------------------------------------------
AFTER
0-30 DAYS 31-180 DAYS 181-360 DAYS ONE YEAR TOTAL
--------- ----------- ------------ ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Money market funds.............. $ 4,179 $ -- $ -- $ -- $ 4,179
Securities...................... 47,850 51,882 76,934 114,338 291,004
Loans........................... 291,586 19,390 24,266 99,909 435,151
Overdrafts...................... 3,108 -- -- -- 3,108
Federal funds sold.............. 23,885 -- -- -- 23,885
--------- ----------- ------------ ---------- ----------
Total interest-earning assets... 370,608 71,272 101,200 214,247 757,327
--------- ----------- ------------ ---------- ----------
Interest-bearing liabilities
Demand, money market and savings
deposits...................... 344,950 -- -- -- $ 344,950
Certificates of deposit and
other time deposits........... 29,325 56,088 19,070 21,870 126,353
Short term borrowings........... 96,925 -- -- -- 96,925
--------- ----------- ------------ ---------- ----------
Total interest-bearing
liabilities................... 471,200 56,088 19,070 21,870 568,228
--------- ----------- ------------ ---------- ----------
Period GAP........................... $(100,592) $ 15,184 $ 82,130 $ 192,377 $ 189,099
Cumulative GAP....................... $(100,592) $ (85,408) $ (3,278) $ 189,099
Period GAP to total assets........... (12.19)% 1.84% 9.95% 23.31%
Cumulative GAP to total assets....... (12.19)% (10.35)% (0.40)% 22.91%
</TABLE>
CAPITAL RESOURCES
Shareholders' equity increased to $44.8 million at December 31, 1995 from
$35.8 million at December 31, 1994, an increase of $9.0 million, or 25.1%. This
increase was primarily the result of net income of $7.8 million. In addition,
the Bank sold $7.3 million in Bank Preferred Stock. During 1994, shareholders'
equity increased by $6.4 million, or 21.8%, from $29.4 million at December 31,
1993.
The following table provides a comparison of the Company's and the Bank's
leverage and risk-weighted capital ratios as of December 31, 1995 to the minimum
regulatory standards:
COMPANY WELL-CAPITALIZED
AND BANK MINIMUM MINIMUM
RATIO REQUIRED REQUIRED
-------- -------- -----------------
Leverage ratio.................. 6.29% 3.00%(1) 5.00%
Tier 1 risk-based capital ratio. 10.72% 4.00% 8.00%
Risk-based capital ratio........ 11.74% 8.00% 10.00%
- ------------
(1) The OCC has the authority to require the Bank to maintain a leverage ratio
of up to 200 basis points above the required minimum.
41
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following is a list of the directors and executive officers of the
Company, their respective offices with the Company and the Bank and their ages.
All of the directors of the Company are also directors of the Bank except for
Mr. Palandjoglou, and all of the directors live in Houston, Texas. Each of the
directors and executive officers was elected to the position with the Company
shown below in 1996.
NAME POSITION AGE
- ---------------------------------------------------------------------- ----
John B. Brock III................ Director 64
Ernest H. Cockrell............... Director 51
John W. Johnson.................. Director and Chairman of the 51
Executive Committee of the Board
Walter E. Johnson................ Chairman of the Board and Chief 60
Executive Officer
Wilhelmina R. Morian............. Director 50
Paul B. Murphy, Jr............... Director and President 37
Andres Palandjoglou.............. Director 49
Michael T. Willis................ Director 52
David C. Farries................. Executive Vice President, Treasurer 50
and Secretary of the Company and
Executive Vice President and Chief
Financial Officer of the Bank
Yale Smith....................... Executive Vice President of the 57
Company and the Bank
Sharon K. Sokol.................. Executive Vice President of the 46
Company and the Bank
Steve D. Stephens................ Executive Vice President of the 37
Company and the Bank
R. John McWhorter................ Vice President and Controller 32
JOHN B. BROCK III. Mr. Brock has been the Chairman of the Board and Chief
Executive Officer of United Meridian Corp. ("UMC") since May 1995 and a
director of UMC since November 1989. Mr. Brock served as the President of UMC
from May 1996 to October 1996, served as the President and Chief Executive
Officer of UMC from February 1992 to May 1995 and served as the President and
Chief Operating Officer of UMC from November 1989 to February 1992. Mr. Brock is
a director and member of the Executive Committee of the Texas Midcontinent Oil
and Gas Association, a director of the National Midcontinent Oil and Gas
Association, a director of the American Petroleum Institute and a director of
St. Luke's Episcopal Hospital.
ERNEST H. COCKRELL. Mr. Cockrell became a director of the Bank in 1982. In
1996 he became Chairman of Cockrell Oil Corporation, a company involved in oil
and gas exploration and production, prior to which he had been President of such
company for more than five years. Mr. Cockrell is also involved in ranching,
farming and investments. He is a Director of Pennzoil Company, Independent
Petroleum Association of America, and the Cockrell Foundation.
JOHN W. JOHNSON. Mr. Johnson became a director and Chairman of the Board
of the Bank in 1982 and served in that capacity until 1996, when he was named
Chairman of the Bank's Executive Committee. For more than five years, he has
been Chairman and President of Permian Mud Service, Inc., an oil field service
company with several active subsidiaries including Champion Technologies, Inc.,
Densimix, Inc., and Johnson & Lindley, Inc. He is a Director of Weatherford
Enterra, Inc. and is Chairman of the Board of Trustees of St. John's School. Mr.
Johnson received a Bachelor of Engineering degree from Vanderbilt University in
1968. Mr. Johnson is not related to Walter E. Johnson.
WALTER E. JOHNSON. Mr. Johnson joined the Bank in July 1989 as President,
Chief Executive Officer and a director. From October 1972 to February 1988, he
served as President of Allied Bank of Texas, and upon the purchase of that bank
by First Interstate Bancorp, he served as President Central Office of First
Interstate Bank of Texas, N.A. from March 1988 to June 1989. Mr. Johnson served
on the Trust Committee, Profit Sharing Investment Committee, and Board of
Directors of Allied Bank of Texas. He also served as a Director of the holding
company, Allied Bancshares, Inc., which owned 52 banks and reached $9 billion in
42
<PAGE>
assets. Mr. Johnson was the Senior Lending Officer of Allied Bank of Texas and
spent the majority of his time directing the lending staff and business
development. Prior to joining Allied Bank of Texas, he accumulated an additional
12 years of banking experience, primarily with the international department of
Bank of the Southwest. Mr. Johnson currently serves on the Board of Directors of
the Houston Branch of the Dallas Federal Reserve Bank. He also is a board member
of the Boy Scouts of America, Junior Achievement and the American Free
Enterprise Society. He is currently active in, and has been chairman of,
numerous major fund raising campaigns for various Houston charities. Mr. Johnson
is a graduate of Texas Christian University.
WILHELMINA R. MORIAN. Ms. Morian became a director of the Bank in 1982.
For more than five years, she has been President of Westview Development, Inc.
(real estate development) and Cockspur, Inc. and a partner in various real
estate and oil and gas ventures. She is Chairman of the Board of the Cullen
Trust for Healthcare, Past Chair, Board of Regents of the University of Houston
Systems and serves on the Board of the Houston Zoological Society, The Neuhaus
Education Center, The Greater Houston Partnership and The Museum of Fine
Arts--Houston.
PAUL B. MURPHY, JR. Mr. Murphy joined the Bank in January 1990 as an
Executive Vice President, was elected a director in 1994 and became President in
1996. He began his banking career with Allied Bank of Texas in 1981, where he
first became associated with Walter Johnson, Yale Smith, Sharon Sokol and
several other Bank personnel. Mr. Murphy received his B.S. degree from
Mississippi State University and his M.B.A. from the University of Texas at
Austin. He is involved in numerous civic and community organizations including:
Young Presidents Organization, Past Chairman of Houston Arts Fund, Trustee of
Children's Museum of Houston and the Advisory Board of University of Texas
Health Science Center at Houston.
ANDRES PALANDJOGLOU. Mr. Palandjoglou was elected a director of the
Company upon its formation in 1996, and has been an advisory director of the
Bank since 1990. For more than five years, he has been President of Rio Largo,
Inc., a company involved in real estate investments and, as a partner in
Memorial Builders, in the development of residential subdivisions and the
construction of custom homes. Also, Mr. Palandjoglou is involved in textile
manufacturing and ranching in Argentina. He is a member of the Greater Houston
Builders Association.
MICHAEL T. WILLIS. Mr. Willis became a director of the Bank in 1988. He
has over 20 years of experience in the personnel services and temporary help
industry. In 1976 he founded Talent Tree Personnel and guided that company
through more than 15 years of rapid growth with sales growing to an annualized
rate of $300 million per year. Resigning from Talent Tree in March 1993, Mr.
Willis founded COREStaff, Inc. in July 1993 where he is Chairman of the Board,
President and CEO. He is also on the Board of Serv-Tech, Inc.
DAVID C. FARRIES. Mr. Farries joined the Bank in 1993 as Senior Vice
President and Treasurer with 19 years of banking and investment experience with
First City National Bank of Houston and 3 years of public accounting experience
with Price Waterhouse & Co. He was promoted to Chief Financial Officer of the
Bank in 1994 and Executive Vice President of the Company in 1996. Mr. Farries
has both bachelor's and master's degrees in business administration from the
University of Texas. He is a CPA and has his NASD Series 24 (Securities
Principal) and Series 7 (Securities Representative) licenses.
SHARON K. SOKOL. Ms. Sokol joined the Bank in 1990. She has over 26 years
of banking experience, including over eight years of branch administration and
retail services at Indiana National Bank. After moving to Texas in 1978, she
successfully established several new products and departments at Western Bank,
including a Corporate Cash Management Division. She moved on to Texas Commerce
Bank where she was Vice President in Cash Management Marketing. In 1987, she
joined First Interstate Bank of Texas as Vice President and Manager of Cash
Management. Ms. Sokol joined the Bank in February 1990 to establish its cash
management services. In October 1990, she was appointed Chief Operations
Officer, and in 1992 she was appointed Executive Vice President. Ms. Sokol
serves as the Chairperson of the the Board of Directors for the Southwest
Automated Clearing House and also serves on the Board of Directors of the
43
<PAGE>
Clearing House Association of the Southwest. She also serves on the Board of
Trustees for the Houston Heritage Society and the Juvenile Diabetes Foundation.
YALE SMITH. Mr. Smith has over 30 years of banking experience in Houston.
He has focused his career on middle market lending since his days at First City
National Bank where he managed the Metropolitan Division prior to joining Allied
Bank of Texas in 1982. He joined the Bank in February 1990 as an Executive Vice
President and heads the Bank's downtown branch office. Mr. Smith is very active
in the Houston community having served on the Board of the Salvation Army and as
Chairman of the Irvington Corporation Community Center.
STEVE D. STEPHENS. Mr. Stephens has over 15 years of commercial lending
experience, and is currently in charge of the Bank's Northwest Crossing office,
and the Memorial City office. Prior to joining the Bank as an Executive Vice
President in 1990, he was Senior Vice President and Manager of Commercial
Lending at Texas Commerce Bank Reagan. Mr. Stephens is active in a variety of
community organizations including being past president of the Kiwanis Club of
Houston, a Board member of the Children Fund and active in the Muscular
Dystrophy Association. He graduated from the University of Houston with a B.B.A.
in accounting in 1980.
R. JOHN MCWHORTER. Mr. McWhorter has been Vice President and Controller of
the Bank since 1990, prior to which he had been employed by Coopers & Lybrand
LLP. He graduated from the University of Texas with a B.B.A. in accounting in
1987 and is a certified public accountant.
Directors are elected for three year terms, classified into Classes I, II
and III. Messrs. Brock and Palandjoglou are Class I directors with terms of
office expiring on the date of the Company's annual meeting of shareholders in
1997; Messrs. Cockrell, Murphy and Willis are Class II directors with terms of
office expiring on the date of the Company's annual meeting of shareholders in
1998 and Messrs. John W. Johnson and Walter E. Johnson and Ms. Morian are Class
III directors with terms of office expiring on the date of the Company's annual
meeting of shareholders in the year 1999. Each officer of the Company is elected
by the Board of Directors and holds office until his successor is duly elected
and qualified or until his or her earlier death, resignation or removal.
The Board of Directors has established audit and compensation committees.
The Audit Committee currently consists of John W. Johnson, Andres Palandjoglou
and Wilhelmina R. Morian, none of whom is an employee of the Company. The Audit
Committee will review the general scope of the audit conducted by the Company's
independent auditors, the fees charged therefor and matters relating to the
Company's internal control systems. In performing its functions, the Audit
Committee will meet separately with representatives of the Company's independent
auditors and with representatives of senior management.
The Compensation Committee currently consists of John B. Brock III, John W.
Johnson and Michael T. Willis, none of whom is an employee of the Company. The
Compensation Committee will administer the Company's stock option plans and will
make recommendations to the Board of Directors as to option grants to Company
employees under such plans. In addition, the Compensation Committee is
responsible for making recommendations to the Board of Directors with respect to
the compensation of the Company's executive officers and is responsible for the
establishment of policies dealing with various compensation and employee benefit
matters for the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Prior to November 18, 1996, the Compensation Committee of the Bank's Board
of Directors consisted of Walter E. Johnson, John W. Johnson and Michael T.
Willis. As a member of this Committee, Walter E. Johnson participated in the
determination of Committee recommendations to the Executive Committee of the
Bank's Board of Directors as to compensation for executive officers, including
himself. Final determinations of such compensation were made by such Executive
Committee. On November 18, 1996, the Company's Board of Directors established
the Compensation Committee consisting of John B. Brock III, John W. Johnson and
Michael T. Willis, described above, and the former Compensation Committee was
terminated.
44
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chairman of the Board and Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company (the "Named
Executives") for the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION SALARY BONUS COMPENSATION COMPENSATION(1)
- ---------------------------------------- ---------- ---------- ------------- ---------------
<S> <C> <C> <C> <C>
Walter E. Johnson....................... $ 325,000 $ 562,500 $ 2,406 $ 4,500
Chairman & Chief Executive Officer
Paul B. Murphy, Jr...................... 175,000 87,500 3,360 4,500
President
Sharon K. Sokol......................... 125,000 45,000 2,842 3,750
Executive Vice President
Yale Smith.............................. 125,000 14,000 4,732 3,750
Executive Vice President
Steve D. Stephens....................... 125,000 50,000 3,000 3,750
Executive Vice President
</TABLE>
- ------------
(1) Consists of the Company's contribution to the Company's 401(k) Plan.
OPTION GRANTS DURING 1996
The following table contains information concerning the grant of stock
options under the Company's 1996 Stock Option Plan to the named executives
during fiscal year 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES IN EXERCISE TERM(2)
OPTIONS FISCAL YEAR PRICE(1) EXPIRATION ------------------------
NAME GRANTED(#) 1996 ($/SH) DATE 0%($) 5%($)
- ------------------------------------- ----------- ------------ -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Walter E. Johnson.................... 250,900 61.52% $16.00 11/19/06 $ -- $ 2,524,635
Paul B. Murphy, Jr................... 55,425 13.59% 16.00 11/19/06 -- 557,704
Sharon K. Sokol...................... 7,875 1.93% 16.00 11/19/06 -- 79,241
Steve D. Stephens.................... 19,625 4.81% 16.00 11/19/06 -- 197,473
Yale Smith........................... 7,125 1.75% 16.00 11/19/06 -- 71,694
</TABLE>
NAME 10%($)
- ------------------------------------- -----------
Walter E. Johnson.................... $ 6,397,920
Paul B. Murphy, Jr................... 1,413,331
Sharon K. Sokol...................... 200,812
Steve D. Stephens.................... 500,435
Yale Smith........................... 181,687
- ------------
(1) The exercise price of all options shown in the table is equal to the "price
to public" shown on the cover page of this Prospectus, which is deemed to
be the fair market value of the Common Stock on the date of grant. The
number shown in the table ($16.00 per share) is the midpoint of the
estimated offering range.
(2) The amounts shown under these columns are the result of calculations at 0%
and at the 5% and 10% rates required by the Securities and Exchange
Commission and are not intended to forecast future appreciation of the
Company's stock price.
45
<PAGE>
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth certain information concerning the value of
unexercised options held by each of the Named Executives at December 31, 1996.
None of the Named Executives exercised any stock options during the year ended
December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
1996 DECEMBER 31, 1996(1)
--------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Walter E. Johnson....................... 342,160 288,750 $ 5,178,606 $ 387,125
Paul B. Murphy, Jr...................... 19,400 101,425 279,660 561,720
Sharon K. Sokol......................... 14,076 55,425 219,578 590,272
Yale Smith.............................. 17,300 45,200 269,880 469,970
Steve D. Stephens....................... 17,300 57,700 269,880 469,970
</TABLE>
- ------------
(1) The value is based on $16.00 per share, which is the midpoint of the
estimated offering range.
Walter E. Johnson intends to exercise an option for 250,000 of the 342,160
exercisable shares shown in the above table immediately prior to the closing of
the Offering. Such option was granted to Mr. Johnson in 1989 in connection with
his employment by the Bank at that time and is exercisable at a price of $.40
per share. Following his exercise of such option, Mr. Johnson intends to sell
such 250,000 shares to Mr. Robert C. McNair or to certain of his family members
or business associates.
EMPLOYMENT AGREEMENTS
Walter E. Johnson, Paul B. Murphy, Jr., Sharon K. Sokol, Yale Smith, Steve
D. Stephens and David C. Farries have entered into change in control agreements
with the Company. Each agreement is for a term of three years and automatically
renews each year absent notice to the contrary from the Company. Each agreement
provides that upon the occurrence of a change in control, the agreement is
converted into a three-year employment agreement, which provides for a minimum
annual compensation equal to to the employee's current base salary plus the
highest annual cash bonus paid to the employee during the three preceding years.
Such employment agreement also provides that if, the employee is thereafter
terminated without cause or the employee terminates his or her employment as a
result of the employer's breach of the agreement, the employee shall be entitled
to receive from the Company a lump-sum severance payment equal to the discounted
present value of the amount of compensation payable under such agreement for the
remainder of the three-year term thereof. The employment agreements also
automatically renew each year absent notice to the contrary from the Company.
DIRECTOR COMPENSATION
In an effort to attract and retain qualified directors, the Bank's Board of
Directors approved a methodology of awarding stock options to directors under
the Company's employee stock option plans, effective beginning in 1994 (the
"Directors' Plan"), which methodology was assumed and continued by the Company
upon the formation thereof in 1996. Pursuant to the Directors' Plan, directors
are awarded options for attendance and participation at monthly directors'
meetings and, additionally, for introducing legitimate business prospects to the
Company. Options to purchase a maximum of 44,525 shares of Common Stock may be
granted under the Directors' Plan during a calendar year with the exercise price
approximating the fair market value of the stock at December 31 of such year.
Directors' options accumulate throughout the year, are issued during the
following year and are considered fully vested upon issuance. Options for 18,050
shares were granted for 1995 with an exercise price of $8.80 per share. It is
expected that options for approximately 19,250 shares will be granted for the
1996 calendar year with an exercise price equal to the "price to public" shown
on the cover page of this Prospectus.
Directors of the Company do not receive any cash compensation for attending
Company Board meetings; however, John W. Johnson receives $25,000 per year for
serving as Chairman of the Executive Committee of the Bank and for serving on
the Bank's Management Committee. Directors of the Bank
46
<PAGE>
receive a fee of $500 for each meeting of the Bank's Board of Directors attended
and $200 for each Board Committee meeting attended. Directors of the Bank who
are also employees of the Bank do not receive fees for attending Board Committee
meetings.
EMPLOYEE STOCK OPTION PLANS
The Company has two employee stock option plans, which were approved by the
Bank's shareholders in 1989 and 1993, respectively, and were assumed by the
Company upon its formation, effective June 30, 1996. The 1989 and 1993 stock
option plans (the "Former Option Plans") reserve shares for the granting of
"non-qualified" options to key employees of the Company to purchase Common
Stock at a price which may be less than the fair market value on the dates of
grant. For those options where the exercise price is less than the fair market
value of the stock at the date of grant, the difference is considered
compensation expense and is recognized ratably over the vesting period. The
Company has recognized approximately $135,000, $132,000, $187,000 and $259,000
of compensation expense in connection with the Former Option Plans during 1996,
1995, 1994 and 1993, respectively. Generally, under the Former Option Plans,
options vest ratably over five to seven years, and must be exercised no later
than three months after the employee's termination with the Company.
The Company's shareholders adopted a new stock option plan in 1996 (the
"1996 Option Plan") which authorizes the issuance of up to 650,000 shares of
Common Stock under both "non-qualified" and "incentive stock" options to
employees and "non-qualified" stock options to directors who are not
employees. A total of 650,000 shares of Common Stock have been authorized for
issuance under the 1996 Option Plan. Generally, under the 1996 Option Plan, it
is intended that the options will vest 60% at the end of the third year
following the date of grant and an additional 20% at the end of each of the two
following years; however, an individual option may vest as much as 20% at the
end of the first or second year following the date of grant if necessary to
maximize the "incentive" tax treatment to the optionee for the particular
option being granted. Options under the 1996 Option Plan generally must be
exercised within ten years following the date of grant or no later than three
months after the optionee's termination with the Company, if earlier. Upon
adoption of the 1996 Option Plan, the Former Option Plans were terminated with
respect to all authorized shares for which options had not been granted.
At December 31, 1996, options for 1,518,500 shares granted to 79 employees
and non-employee directors (including estimated options to be granted under the
Directors Plan for the 1996 calendar year) were outstanding, with per share
exercise prices ranging from $.40 to the "price per public" shown on the cover
page of this Prospectus (the "Public Offering Price"). Options for 407,850
shares were granted in 1996 at exercise prices ranging from $9.00 to the Public
Offering Price, and no options were exercised in 1996. At December 31, 1996,
options to purchase an aggregate of 580,293 shares were exercisable and 276,525
shares were reserved for future grants.
401(K) PLAN
The Bank has adopted a contributory profit sharing plan pursuant to
Internal Revenue Code Section 401(k) covering substantially all employees
("401(k) Plan"). Each year the Bank determines, at its discretion, the amount
of matching contributions. Beginning July 1, 1994, the Bank has elected to match
50% of the employee contributions not to exceed 3% of the employee's annual
compensation. For the period July 1, 1993 to June 30, 1994, the Bank elected to
match 100% of the employee contributions not to exceed 5% of the employee's
annual compensation. Total plan expense charged to the Company's operations for
1996, 1995, 1994 and 1993 was approximately $180,000, $136,000, $146,000, and
$120,000, respectively.
During April, 1993, the plan was amended to allow the Bank to contribute
shares of Bank common stock (valued at the approximate fair market value on the
date of contribution) instead of cash. Pursuant to the formation of the Company
in 1996, all rights to acquire Bank common stock under the 401(k) Plan were
converted into rights to acquire Common Stock. Under the 401(k) plan, 250,000
shares of Common Stock are issuable. A total of 17,435 shares, at prices ranging
from $9.60 to $10.20 per share, were issued to the 401(k) Plan during 1996.
47
<PAGE>
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Many of the directors and executive officers of the Company and their
associates, which include corporations, partnerships and other organizations in
which they are officers or partners or in which they and their immediate
families have at least a 5% interest, are customers of the Company. During 1996
the Company made loans in the ordinary course of business to certain directors
of the Company and their associates, all of which the Company believes were on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with persons unaffiliated
with the Company and did not involve more than the normal risk of collectibility
or present other unfavorable features. Loans to directors, executive officers
and principal shareholders of the Company (i.e., those who own 10% or more of
the outstanding shares of Common Stock) are subject to limitations contained in
the Federal Reserve Act, the principal effect of which is to require that
extensions of credit by the Bank to executive officers, directors and principal
shareholders satisfy the foregoing standards. On September 30, 1996, all of such
loans aggregated approximately $11.3 million, which was 19.0% of the Bank's Tier
1 capital at such date. The Bank expects to have such transactions or
transactions on a similar basis with its directors, executive officers and
principal shareholders and their associates in the future.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of September 30, 1996, and as
adjusted to reflect the sale of the Common Stock offered hereby and the exercise
of the option by Walter E. Johnson immediately prior to the closing of the
Offering, by (i) each director, (ii) each of the Named Executives, (iii) each
person who is known by the Company to own beneficially 5% or more of the Common
Stock and (iv) all directors and executive officers as a group. Unless otherwise
indicated, each person has sole voting and dispositive power over the shares
indicated as owned by such person.
PERCENTAGE
BENEFICIALLY OWNED
---------------------
NUMBER OF BEFORE AFTER
SHARES OFFERING OFFERING
----------- -------- --------
John B. Brock III.................... 77,892(1)(2) 1.0% * %
Ernest H. Cockrell................... 131,762(3) 1.7 1.4
John W. Johnson...................... 249,700(4)(2) 3.2 2.2
Walter E. Johnson.................... 471,500(5) 5.8 2.4
Wilhelmina R. Morian................. 226,360(6) 2.9 2.5
Paul B. Murphy, Jr. ................. 37,882(7) * *
Andres Palandjoglou.................. 236,460(8)(2) 3.0 1.8
Yale Smith........................... 36,805(9) * *
Sharon K. Sokol...................... 21,165(10) * *
Steve D. Stephens.................... 24,330(9) * *
Michael T. Willis.................... 139,820(11) 1.8 1.5
Robert C. McNair..................... 223,302(12) 2.9 5.2
Directors and Executive Officers as a
Group.............................. 1,913,269(13) 23.3 18.9
- ------------
* Does not exceed 1.0%.
(1) Includes 1,625 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(2) See "Selling Shareholders."
(3) Includes 17,500 shares held in trust for the benefit of Ernest H. Cockrell
and 1,400 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(4) Includes 49,281 shares held by John W. Johnson, Trustee for the benefit of
his three children and 38,175 shares which may be acquired within 60 days
pursuant to outstanding stock options.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
48
<PAGE>
(5) Includes 3,750 shares held by Walter E. Johnson's wife and 351,260 shares
which may be acquired by Walter E. Johnson within 60 days pursuant to
outstanding stock options, 250,000 of which Walter E. Johnson expects to
acquire upon exercise thereof immediately prior to the closing of the
Offering and then sell to Robert C. McNair or certain of his family members
or business associates upon closing of the Offering. Such shares are
therefore not reflected in his percentage ownership after the Offering.
(6) Includes 162,635 shares held by Cullen Estate Trust for the benefit of
Wilhelmina R. Morian and 3,525 shares which may be acquired within 60 days
pursuant to outstanding stock options.
(7) Includes 25,900 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(8) Includes 232,335 shares held by Rio Largo de Panama, S.A., a family
investment corporation in which Mr. Palandjoglou owns a 25% beneficial
interest, and 4,125 shares which may be acquired by Mr. Palandjoglou within
60 days pursuant to outstanding stock options.
(9) Includes 21,050 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(10) Includes 17,825 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(11) Includes 2,300 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(12) In addition to the shares shown in the table before the Offering, it is
anticipated that Mr. McNair or certain of his family members or business
associates will purchase an additional 250,000 shares from Walter E.
Johnson at the time of consummation of the Offering. Such additional
250,000 shares are reflected in Mr. McNair's percentage ownership after the
Offering. Mr. McNair's address is 1600 Smith Street, Suite 5000, Houston,
Texas 77002.
(13) Includes 490,660 shares which may be acquired within 60 days pursuant to
outstanding stock options.
SELLING SHAREHOLDERS
A total of 184,753 shares of Common Stock are being sold in the Offering by
the Selling Shareholders. The Company and each of the Selling Shareholders have
entered into a Purchase Agreement pursuant to which the Selling Shareholders
will bear the underwriting discount applicable to the shares sold by them, and
will indemnify the Underwriters from certain liabilities, including liabilities
under the Securities Act.
The following table sets forth certain information regarding the beneficial
ownership by the Selling Shareholders of the Company's Common Stock as of
September 30, 1996, and as adjusted to reflect the sale of the Common Stock
offered hereby and the exercise of the option by Walter E. Johnson immediately
prior to the closing of the Offering. Except as otherwise noted below and in the
table under "Principal Shareholders," each shareholder has sole voting and
investment power with respect to the shares beneficially owned. Messrs. Brock,
Heaney, Johnson, Mullins and Soriero have each been a director of the Bank for
more than three years. Mr. Palandjoglou has been an advisory director of the
Bank for more than three years. See "Management -- Directors and Executive
Officers of the Company" for information regarding Messrs. Brock, Johnson and
Palandjoglou, who became directors of the Company in 1996.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-------------------------------------------------------
SHARES OWNED PERCENT
NUMBER ------------------------- OWNED
OF SHARES BEFORE AFTER AFTER
NAME OF BENEFICIAL OWNER OFFERED OFFERING OFFERING OFFERING
- ------------------------------------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C>
John B. Brock III.................... 25,000 77,892(1) 52,892 (*)%
David Heaney......................... 6,250 48,512(2) 42,262 (*)
John W. Johnson...................... 46,523(3) 249,700(1) 203,177 2.2
Don R. Mullins....................... 29,480 88,850(4) 59,370 (*)
Rio Largo de Panama, S.A.(5)......... 70,000 236,460(1) 166,460 1.8
Thomas F. Soriero.................... 7,500 32,145(4) 24,645 (*)
</TABLE>
- ------------
* Less than 1.0%.
(1) See the table under "Principal Shareholders" for information regarding the
form of beneficial ownership.
(2) Includes 2,000 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(3) A portion of such shares will be sold by Mr. Johnson as Trustee for his
three children.
(4) Includes 1,350 shares which may be acquired within 60 days pursuant to
outstanding stock options.
(5) A family investment corporation in which Andres Palandjoglou owns a 25%
beneficial interest.
49
<PAGE>
SUPERVISION AND REGULATION
The federal banking laws contain numerous provisions affecting various
aspects of the business and operations of the Company and the Bank. The
following description of references herein to applicable statutes and
regulations, which are not intended to be complete descriptions of these
provisions or their effects on the Company or the Bank, are brief summaries and
are qualified in their entirety by reference to such statutes and regulations.
THE BANK
As a national banking association, the Bank is principally supervised,
examined and regulated by the OCC. The OCC regularly examines such areas as
capital adequacy, reserves, loan portfolio, investments and management
practices. The Bank must also furnish quarterly and annual reports to the OCC,
and the OCC may exercise cease and desist and other enforcement powers over the
Bank if its actions represent unsafe or unsound practices or violations of law.
Since the deposits of the Bank are insured by the Bank Insurance Fund ("BIF")
of the FDIC, the Bank is also subject to regulation and supervision by the FDIC.
Because the Federal Reserve Board regulates the Company, the Federal Reserve
Board has supervisory authority which affects the Bank.
RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES AND INSIDERS. The Bank is
subject to certain federal statutes limiting transactions with the Company and
its nonbanking affiliates. One set of restrictions is found in Section 23A of
the Federal Reserve Act, which affects loans or other credit extensions to,
asset purchases with and investments in affiliates of the Bank. Such
transactions with the Company or any of its nonbanking subsidiaries are limited
in amount to ten percent of the Bank's capital and surplus and, with respect to
the Company and all of its nonbanking subsidiaries together, to an aggregate of
twenty percent of the Bank's capital and surplus. Furthermore, such loans and
extensions of credit, as well as certain other transactions, are required to be
secured in specified amounts.
Another set of restrictions is found in Section 23B of the Federal Reserve
Act. Among other things, Section 23B requires that certain transactions between
the Bank, including its subsidiaries, and its affiliates must be on terms
substantially the same, or at least as favorable to the Bank or its
subsidiaries, as those prevailing at the time for comparable transactions with
or involving other nonaffiliated persons. In the absence of such comparable
transactions, any transaction between the Bank and its affiliates must be on
terms and under circumstances, including credit standards, that in good faith
would be offered to or would apply to nonaffiliated persons. The Bank is also
subject to certain prohibitions against any advertising that indicates the Bank
is responsible for the obligations of its affiliates. The Company does not have
any nonbanking affiliates as of the date of this Prospectus.
The restrictions on loans to directors, executive officers, principal
shareholders and their related interests (collectively referred to herein as
"insiders") contained in the Federal Reserve Act and Regulation O now apply to
all insured institutions and their subsidiaries and holding companies. These
restrictions include limits on loans to one borrower and conditions that must be
met before such loans can be made. There is also an aggregate limitation on all
loans to insiders and their related interests. These loans cannot exceed the
institution's total unimpaired capital and surplus, and the OCC may determine
that a lesser amount is appropriate. Insiders are subject to enforcement actions
for knowingly accepting loans in violation of applicable restrictions.
INTEREST RATE LIMITS. Interest rate limitations for the Bank are primarily
governed by the National Bank Act which generally defers to the laws of the
state where the bank is located. Under the laws of the State of Texas, the
maximum annual interest rate that may be charged on most loans made by the Bank
is based on doubling the average auction rate, to the nearest 0.25%, for United
States Treasury Bills, as computed by the Office of the Consumer Credit
Commissioner of the State of Texas. However, the maximum rate does not decline
below 18% or rise above 24% (except for loans in excess of $250,000 that are
made for business, commercial, investment or other similar purposes (excluding
agricultural loans), in which case the maximum annual rate may not rise above
28%, rather than 24%). On fixed rate closed-end loans, the maximum non-usurious
rate is to be determined at the time the rate is contracted, while on floating
rate and open-end loans (such as credit cards), the rate varies over the term of
the indebtedness.
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State usury laws (but not late charge limitations) have been preempted by
federal law for loans secured by a first lien on residential real property.
EXAMINATIONS. The OCC periodically examines and evaluates national banks.
Based upon such an evaluation, the OCC may revalue the assets of a national bank
and require that it establish specific reserves to compensate for the difference
between the OCC-determined value and the book value of such assets. Onsite
examinations are to be conducted every 12 months, except that certain well
capitalized banks may be examined every 18 months. FDICIA authorizes the OCC to
assess the institution for its costs of conducting the examinations.
AUDIT REPORTS. Insured institutions with total assets of $500 million or
more must submit annual audit reports prepared by independent auditors to
federal and state regulators. In some instances, the audit report of the
institution's holding company can be used to satisfy this requirement. Auditors
must receive examination reports, supervisory agreements and reports of
enforcement actions, and must apply procedures agreed to by the FDIC to
determine compliance by the institution or holding company with legal
requirements designated by the FDIC. The annual audit report must include
financial statements prepared in accordance with generally accepted accounting
principles, certifications concerning management's responsibility for the
financial statements, internal controls and compliance with legal requirements
designated by the FDIC, and an attestation by the auditor regarding the
statements of management. For institutions with total assets of more than $3
billion, independent auditors may be required to review quarterly financial
statements. FDICIA requires that independent audit committees be formed,
consisting of outside directors only. The committees of such institutions must
include members with experience in banking or financial management, must have
access to outside counsel, and must not include representatives of large
customers.
PROMPT CORRECTIVE ACTION. In addition to the capital adequacy guidelines,
FDICIA requires the OCC to take "prompt corrective action" with respect to any
national bank which does not meet specified minimum capital requirements. The
applicable regulations establish five capital levels, ranging from "well
capitalized" to "critically undercapitalized," which authorize, and in
certain cases require, the OCC to take certain specified supervisory action.
Under regulations implemented under FDICIA, a national bank is considered well
capitalized if it has a total risk-based capital ratio of 10.0% or greater, a
Tier 1 risk-based capital ratio of 6.0% or greater, and a leverage ratio of 5.0%
or greater, and it is not subject to an order, written agreement, capital
directive, or prompt corrective action directive to meet and maintain a specific
capital level for any capital measure. A national bank is considered adequately
capitalized if it has a total risk-based capital ratio of 8.0% or greater, a
Tier 1 risk-based capital ratio of at least 4% and leverage capital ratio of
4.0% or greater (or a leverage ratio of 3.0% or greater if the institution is
rated composite 1 in its most recent report of examination, subject to
appropriate federal banking agency guidelines), and the institution does not
meet the definition of an undercapitalized institution. A national bank is
considered undercapitalized if it has a total risk-based capital ratio that is
less than 8.0%, a Tier 1 risk-based capital ratio that is less than 4.0%, or a
leverage ratio that is less than 4.0% (or a leverage ratio that is less than
3.0% if the institution is rated composite 1 in its most recent report of
examination, subject to appropriate federal banking agency guidelines). A
significantly undercapitalized institution is one which has a total risk-based
capital ratio that is less than 6.0%, a Tier 1 risk-based capital ratio that is
less than 3.0%, or a leverage ratio that is less than 3.0%. A critically
undercapitalized institution is one which has a ratio of tangible equity to
total assets that is equal to or less than 2.0%. Under certain circumstances, a
well capitalized, adequately capitalized or undercapitalized institution may be
treated as if the institution were in the next lower capital category.
With certain exceptions, national banks will be prohibited from making
capital distributions or paying management fees to a holding company if the
payment of such distributions or fees will cause them to become
undercapitalized. Furthermore, undercapitalized national banks will be required
to file capital restoration plans with the OCC. Such a plan will not be accepted
unless, among other things, the banking institutions's holding company
guarantees the plan up to a certain specified amount. Any such guarantee from a
depository institution's holding company is entitled to a priority of payment in
bankruptcy. Undercapitalized national banks also will be subject to restrictions
on growth, acquisitions, branching and engaging in new lines of business unless
they have an approved capital plan that permits otherwise. The OCC also may,
among other things, require an undercapitalized national bank to issue shares or
obligations,
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which could be voting stock, to recapitalize the institution or, under certain
circumstances, to divest itself of any subsidiary.
The OCC is authorized by the legislation to take various enforcement
actions against any significantly undercapitalized national bank and any
national bank that fails to submit an acceptable capital restoration plan or
fails to implement a plan accepted by the OCC. These powers include, among other
things, requiring the institution to be recapitalized, prohibiting asset growth,
restricting interest rates paid, requiring primary approval of capital
distributions by any bank holding company which controls the institution,
requiring divestiture by the institution of its subsidiaries or by the holding
company of the institution itself, requiring new election of directors, and
requiring the dismissal of directors and officers.
Significantly and critically undercapitalized national banks may be subject
to more extensive control and supervision. The OCC may prohibit any such
institution from, among other things, entering into any material transaction not
in the ordinary course of business, amending its charter or bylaws, or engaging
in certain transactions with affiliates. In addition, critically
undercapitalized institutions generally will be prohibited from making payments
of principal or interest on outstanding subordinated debt. Within 90 days of a
national bank becoming critically undercapitalized, the OCC must appoint a
receiver or conservator unless certain findings are made with respect to the
prospect for the institution's continued viability.
As of September 30, 1996, the Bank met the capital requirements of a
"well-capitalized" institution.
DIVIDENDS. There are certain statutory limitations on the payment of
dividends by national banks. Without approval of the OCC, dividends may not be
paid by the Bank in an amount in any calendar year which exceeds the Bank's
total net profits for that year, plus its retained profits for the preceding two
years, less any required transfers to capital surplus. In addition, a national
bank may not pay dividends in excess of total retained profits, including
current year's earnings after deducting bad debts in excess of reserves for
losses. In some cases, the OCC may find a dividend payment that meets these
statutory requirements to be an unsafe or unsound practice. Under FDICIA, the
Bank cannot pay a dividend if it will cause the Bank to be "undercapitalized."
See "Risk Factors -- Dividend History and Restrictions on Ability to Pay
Dividends" and "Dividend Policy."
DEPOSIT INSURANCE. The deposits of the Bank are insured by the FDIC
through the BIF to the extent provided by law. Under the FDIC's risk-based
insurance system, BIF-insured institutions are currently assessed premiums of
between zero and twenty seven cents per $100 of eligible deposits, depending
upon the institution's capital position and other supervisory factors. Congress
recently enacted legislation that, among other things, provides for assessments
against BIF-insured institutions that will be used to pay certain Financing
Corporation ("FICO") OBLIGATIONS. In addition to any BIF insurance
assessments, BIF-insured banks are expected to make payments for the FICO
obligations equal to an estimated $0.0129 per $100 of eligible deposits each
year during 1997 through 1999, and an estimated $0.024 per $100 of eligible
deposits thereafter.
CONSERVATOR AND RECEIVERSHIP POWERS. FDICIA significantly expanded the
authority of the federal banking regulators to place depository institutions
into conservatorship or receivership to include, among other things, appointment
of the FDIC as conservator or receiver of an undercapitalized institution under
certain circumstances. In the event the Bank is placed into conservatorship or
receivership, the FDIC is required, subject to certain exceptions, to choose the
method for resolving the institution that is least costly to the BIF, such as
liquidation. In any event, if the Bank was placed into conservatorship or
receivership, because of the cross-guarantee provisions of the Federal Deposit
Insurance Act, as amended, the Delaware Company as the sole shareholder of the
Bank, would likely lose its investment in the Bank.
BROKERED DEPOSIT RESTRICTIONS. The Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA") and FDICIA generally limit institutions
which are not well capitalized from accepting brokered deposits. In general,
undercapitalized institutions may not solicit, accept or renew brokered
deposits. Adequately capitalized institutions may not solicit, accept or renew
brokered deposits unless they obtain a waiver from the FDIC. Even in that event,
they may not pay an effective yield of more than 75 basis points over the
effective yield paid on deposits of comparable size and maturity in the
institution's normal market area for deposits accepted from within that area, or
the national rate paid on deposits of comparable size and maturity for deposits
accepted from outside the institution's normal market area.
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CONSUMER LAWS AND REGULATIONS. In addition to the laws and regulations
discussed herein, the Bank is also subject to certain consumer laws and
regulations that are designed to protect consumers in transactions with banks.
While the list set forth herein is not exhaustive, these laws and regulations
include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds
Transfer Act, the Expedited Funds Availability Act, the Community Reinvestment
Act, the Equal Credit Opportunity Act, and the Fair Housing Act, among others.
These laws and regulations mandate certain disclosure requirements and regulate
the manner in which financial institutions must deal with customers when taking
deposits or making loans to such customers. The Bank must comply with the
applicable provisions of these consumer protection laws and regulations as part
of their ongoing customer relations.
THE COMPANY
The Company and its wholly-owned second tier holding company, Southwest
Bancorporation of Delaware, Inc. (the "Delaware Company"), are bank holding
companies registered under the BHCA, and each is subject to supervision and
regulation by the Federal Reserve Board. The BHCA and other Federal laws subject
bank holding companies to particular restrictions on the types of activities in
which they may engage, and to a range of supervisory requirements and
activities, including regulatory enforcement actions for violations of laws and
regulations. As a bank holding company, the Company's activities and those of
its banking and nonbanking subsidiaries are limited to the business of banking
and activities closely related or incidental to banking, and the Company may not
directly or indirectly acquire the ownership or control of more than five
percent of any class of voting shares or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal Reserve
Board.
Because the Company is a legal entity separate and distinct from its
subsidiaries, its right to participate in the distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors. In the event of a liquidation
or other resolution of the Bank, the claims of depositors and other general or
subordinated creditors of the Bank are entitled to a priority of payment over
the claims of holders of any obligation of the institution to its shareholders,
including any depository institution holding company (such as the Company) or
any shareholder or creditor thereof.
SAFE AND SOUND BANKING PRACTICES. Bank holding companies are not permitted
to engage in unsafe and unsound banking practices. For example, the Federal
Reserve Board's Regulation Y requires a holding company to give the Federal
Reserve Board prior notice of any redemption or repurchase of its own equity
securities, if the consideration to be paid, together with the consideration
paid for any repurchases or redemptions in the preceding year, is equal to 10%
or more of the company's consolidated net worth. The Federal Reserve Board may
oppose the transaction if it believes that the transaction would constitute an
unsafe or unsound practice or would violate any law or regulation. As another
example, a holding company could not impair its subsidiary bank's soundness by
causing it to make funds available to nonbanking subsidiaries or their customers
if the Federal Reserve Board believed it not prudent to do so.
FIRREA expanded the Federal Reserve Board's authority to prohibit
activities of bank holding companies and their nonbanking subsidiaries which
represent unsafe and unsound banking practices or which constitute violations of
laws or regulations. Notably, FIRREA increased the amount of civil money
penalties which the Federal Reserve Board can assess for certain activities
conducted on a knowing and reckless basis, if those activities caused a
substantial loss to a depository institution. The penalties can be as high as
$1,000,000 for each day the activity continues. FIRREA also expanded the scope
of individuals and entities against which such penalties may be assessed.
ANTI-TYING RESTRICTIONS. Bank holding companies and their affiliates are
prohibited from tying the provision of certain services, such as extensions of
credit, to other services offered by a holding company or its affiliates.
ANNUAL REPORTING; EXAMINATIONS. The Company and the Delaware Company are
each required to file an annual report with the Federal Reserve Board, and such
additional information as the Federal Reserve Board may require pursuant to the
BHCA. The Federal Reserve Board may examine a bank holding company or any of its
subsidiaries, and charge the company for the cost of such an examination.
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CAPITAL ADEQUACY REQUIREMENTS. The Federal Reserve Board has adopted a
system using risk-based capital guidelines to evaluate the capital adequacy of
bank holding companies. Under the guidelines, specific categories of assets and
certain off-balance sheet assets such as letters of credit are assigned
different risk weights, based generally on the perceived credit risk of the
asset. These risk weights are multiplied by corresponding asset balances to
determine a "risk-weighted" asset base. The guidelines require a minimum total
risk-based capital ratio of 8.0% (of which at least 4.0% is required to consist
of Tier 1 capital elements).
In addition to the risk-based capital guidelines, the Federal Reserve Board
uses a leverage ratio as an additional tool to evaluate the capital adequacy of
bank holding companies. The leverage ratio is a company's Tier 1 capital divided
by its average total consolidated assets. Bank holding companies must maintain a
minimum leverage ratio of at least 3.0%, although most organizations are
expected to maintain leverage ratios that are 100 to 200 basis points above this
minimum ratio.
The federal banking agencies' risk-based and leverage ratios are minimum
supervisory ratios generally applicable to banking organizations that meet
certain specified criteria, assuming that they have the highest regulatory
rating. Banking organizations not meeting these criteria are expected to operate
with capital positions well above the minimum ratios. The federal bank
regulatory agencies may set capital requirements for a particular banking
organization that are higher than the minimum ratios when circumstances warrant.
Federal Reserve Board guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels,
without significant reliance on intangible assets. In addition, the regulations
of the Federal Reserve Board provide that concentration of credit risk and
certain risks arising from nontraditional activities, as well as an
institution's ability to manage these risks, are important factors to be taken
into account by regulatory agencies in assessing an organization's overall
capital adequacy.
The Federal Reserve Board and the OCC recently adopted amendments to their
risk-based capital regulations to provide for the consideration of interest rate
risk in the agencies' determination of a banking institution's capital adequacy.
ENFORCEMENT POWERS OF THE FEDERAL BANKING AGENCIES
The Federal Reserve Board and the OCC have broad enforcement powers,
including the power to terminate deposit insurance, impose substantial fines and
other civil and criminal penalties and appoint a conservator or receiver.
Failure to comply with applicable laws, regulations and supervisory agreements
could subject the Company, the Delaware Company or the Bank, as well as
officers, directors and other institution-affiliated parties of these
organizations, to administrative sanctions and potentially substantial civil
money penalties. In addition to the grounds discussed above under " -- The
Bank -- Prompt Corrective Action," the appropriate federal banking agency may
appoint the FDIC as conservator or receiver for a banking institution (or the
FDIC may appoint itself, under certain circumstances) if any one or more of a
number of circumstances exist, including, without limitation, the fact that the
banking institution is undercapitalized and has no reasonable prospect of
becoming adequately capitalized; fails to become adequately capitalized when
required to do so; fails to submit a timely and acceptable capital restoration
plan; or materially fails to implement an accepted capital restoration plan.
IMPOSITION OF LIABILITY FOR UNDERCAPITALIZED SUBSIDIARIES. FDICIA requires
bank regulators to take "prompt corrective action" to resolve problems
associated with insured depository institutions whose capital declines below
certain levels. In the event an institution becomes "undercapitalized," it
must submit a capital restoration plan. The capital restoration plan will not be
accepted by the regulators unless each company having control of the
undercapitalized institution guarantees the subsidiary's compliance with the
capital restoration plan. Under FDICIA, the aggregate liability of all companies
controlling an undercapitalized bank is limited to the lesser of 5% of the
institution's assets at the time it became undercapitalized or the amount
necessary to cause the institution to be "adequately capitalized." The
guarantee and limit on liability expire after the regulators notify the
institution that it has remained adequately capitalized for each of four
consecutive calendar quarters. FDICIA grants greater powers to the bank
regulators in situations where an institution becomes "significantly" or
"critically" undercapitalized or fails to submit a capital restoration plan.
For example, a bank holding company controlling such an institution can be
required to
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obtain prior Federal Reserve Board approval of proposed dividends, or might be
required to consent to a consolidation or to divest the troubled institution or
other affiliates. At September 30, 1996, however, the Bank satisfied the
requirements of a "well capitalized" institution and, therefore, these
requirements are presently inapplicable to the Company.
ACQUISITIONS BY BANK HOLDING COMPANIES. The BHCA requires every bank
holding company to obtain the prior approval of the Federal Reserve Board before
it may acquire all or substantially all of the assets of any bank, or direct or
indirect ownership or control of more than 5% of any class of voting shares of
any bank.
The Federal Reserve Board will allow the acquisition by a bank holding
company of an interest in any bank located in another state only if the laws of
the state in which the target bank is located expressly authorize such
acquisition. The Texas Banking Code permits, in certain circumstances,
out-of-state bank holding companies to acquire banks and bank holding companies
in Texas.
ECONOMIC GROWTH AND REGULATORY PAPERWORK REDUCTION ACT OF 1996. On
September 30, 1996, President Clinton signed into law the Economic Growth and
Regulatory Paperwork Reduction Act of 1996 (the "Regulatory Reduction Act").
The Regulatory Reduction Act's principal provisions relate to capitalization of
the Savings Association Insurance Fund of the FDIC, but it also contains
numerous regulatory relief measures, including provisions to reduce regulatory
burdens associated with compliance with various consumer and other laws
applicable to the Bank, including, for example, provisions designed to
coordinate the disclosure and other requirements under the Truth-in-Lending Act
and the Real Estate Settlement Procedures Act and modify certain insider lending
restrictions and anti-tying prohibitions.
Congress has been considering legislation in various forms that would
require federal thrifts to convert their charters to national or state bank
charters. The Regulatory Reduction Act requires the Treasury Department to
prepare for Congress by March 31, 1997 a comprehensive study on development of a
common charter for federal savings associations and commercial banks; and, in
the event that the thrift charter was eliminated by January 1, 1999, would
require the merger of the BIF and the SAIF into a single Deposit Insurance Fund
on that date. The Company cannot determine whether, or in what form, such
legislation may eventually be enacted.
EXPANDING ENFORCEMENT AUTHORITY
One of the major effects of FDICIA was the increased ability of banking
regulators to monitor the activities of banks and their holding companies. In
addition, the Federal Reserve Board and FDIC have extensive authority to police
unsafe or unsound practices and violations of applicable laws and regulations by
depository institutions and their holding companies. For example, the FDIC may
terminate the deposit insurance of any institution which it determines has
engaged in an unsafe or unsound practice. The agencies can also assess civil
money penalties, issue cease and desist or removal orders, seek injunctions, and
publicly disclose such actions.
EFFECT ON ECONOMIC ENVIRONMENT
The policies of regulatory authorities, including the monetary policy of
the Federal Reserve Board, have a significant effect on the operating results of
bank holding companies and their subsidiaries. Among the means available to the
Federal Reserve Board to affect the money supply are open market operations in
U.S. Government securities, changes in the discount rate on member bank
borrowings, and changes in reserve requirements against member bank deposits.
These means are used in varying combinations to influence overall growth and
distribution of bank loans, investments and deposits, and their use may affect
interest rates charged on loans or paid for deposits.
Federal Reserve Board monetary policies have materially affected the
operating results of commercial banks in the past and are expected to continue
to do so in the future. The nature of future monetary policies and the effect of
such policies on the business and earnings of the Company and its subsidiaries
cannot be predicted.
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DESCRIPTION OF SECURITIES OF THE COMPANY
GENERAL
The Company has authorized two classes of stock: (i) 50,000,000 authorized
shares of Common Stock, $1.00 par value per share, 7,731,595 shares of which are
issued and outstanding as of September 30, 1996; and (ii) 1,000,000 authorized
shares of Preferred Stock, $0.01 par value per share, none of which have been
issued. The following summary is qualified in its entirety by reference to the
Articles of Incorporation and Bylaws of the Company, copies of which have been
filed as exhibits to the Registration Statement of which this Prospectus is a
part.
COMMON STOCK
The holders of the Common Stock are entitled to one vote for each share of
Common Stock owned. Except as expressly provided by law and except for any
voting rights which may be conferred on any shares of Preferred Stock issued by
the Board of Directors, all voting power is in the Common Stock. Holders of
Common Stock may not cumulate their votes for the election of directors. Holders
of Common Stock do not have preemptive rights to acquire any additional,
unissued or treasury shares of the Company, or securities of the Company
convertible into or carrying a right to subscribe to or acquire shares of the
Company.
Holders of Common Stock will be entitled to receive dividends out of funds
legally available therefor, if and when properly declared by the Board of
Directors. However, the Board of Directors may not declare or pay cash dividends
on Common Stock, and no Common Stock may be purchased by the Company, unless
full dividends on outstanding Preferred Stock for all past dividend periods and
for the current dividend period, if any, have been declared and paid. See "Risk
Factors -- Dividend History and Dividend Restrictions" and "Supervision and
Regulation."
On the liquidation of the Company, the holders of Common Stock are entitled
to share pro rata in any distribution of the assets of the Company, after the
holders of shares of Preferred Stock have received the liquidation preference of
their shares plus any cumulated but unpaid dividends (whether or not earned or
declared), if any, and after all other indebtedness of the Company has been
retired.
PREFERRED STOCK
The Company is authorized to issue 1,000,000 shares of Preferred Stock. The
Preferred Stock is available for issuance from time to time for various purposes
as determined by the Company's Board of Directors, including, without
limitation, making future acquisitions, raising additional equity capital and
financing. Subject to certain limits set by the Company's Articles of
Incorporation, the Preferred Stock may be issued on such terms and conditions,
and at such times and in such situations, as the Board of Directors in its sole
discretion determines to be appropriate, without any further approval or action
by the shareholders (unless otherwise required by laws, rules, regulations or
agreements applicable to the Company).
Moreover, except as otherwise limited by the Articles of Incorporation or
applicable laws, rules or regulations, the Board of Directors has the sole
authority to determine the relative rights and preferences of the Preferred
Stock and any series thereof without shareholder approval. The Company's
Articles of Incorporation require all shares of Preferred Stock to be identical,
except as to the following characteristics, which may vary between different
series of Preferred Stock: (i) dividend rate, preference of dividend with
respect to any other class or series of stock, and cumulativity,
non-cumulativity or partial cumulativity of dividends; (ii) redemption price and
terms, including, to the extent permitted by law, the manner in which shares are
to be chosen for redemption if less than all the shares of a series are to be
redeemed; (iii) sinking fund provisions, if any, for the redemption or purchase
of shares; (iv) the amount payable upon shares in the event of voluntary or
involuntary liquidation; (v) the terms and conditions on which shares may be
converted, if the shares of any series are issued with the privilege of
conversion; and (vi) voting rights.
The Board of Directors does not intend to seek shareholder approval prior
to any issuance of Preferred Stock or any series thereof, unless otherwise
required by law or the rules of any applicable securities exchange. Under the
Texas Business Corporation Act, shareholder approval prior to the issuance of
shares
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of Common Stock or Preferred Stock is required in connection with certain
mergers. Frequently, opportunities arise that require prompt action, such as the
possible acquisition of a property or business or the private sale of
securities, and it is the belief of the Board of Directors that the delay
necessary for shareholder approval of a specific issuance could be to the
detriment of the Company and its shareholders.
The Preferred Stock could be deemed to have an anti-takeover effect in
that, if a hostile takeover situation should arise, shares of Preferred Stock
could be issued to purchasers sympathetic with the Company's management or
others in such a way as to render more difficult or to discourage a merger,
tender offer, proxy contest, the assumption of control by a holder of a large
block of the Company's securities or the removal of incumbent management.
The effects of the issuance of the Preferred Stock on the holders of Common
Stock could include, among other things, (i) reduction of the amount otherwise
available for payments of dividends on Common Stock if dividends are payable on
the series of Preferred Stock; (ii) restrictions on dividends on Common Stock if
dividends on the series of Preferred Stock are in arrears; (iii) dilution of the
voting power of Common Stock if the series of Preferred Stock has voting rights,
including a possible "veto" power if the series of Preferred Stock has class
voting rights; (iv) dilution of the equity interest of holders of Common Stock
if the series of Preferred Stock is convertible, and is converted, into Common
Stock; and (v) restrictions on the rights of holders of Common Stock to share in
the Company's assets upon liquidation until satisfaction of any liquidation
preference granted to the holders of the series of Preferred Stock.
TEXAS LAW AND CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS
Certain provisions of Texas law, the Company's Articles of Incorporation
and the Company's Bylaws could make more difficult the acquisition of the
Company by means of a tender offer, a proxy contest or otherwise and the removal
of incumbent officers and directors. These provisions are intended to discourage
certain types of coercive takeover practices and inadequate takeover bids and to
encourage persons seeking to acquire control of the Company to negotiate first
with the Company.
The following discussion is a summary of certain material provisions of the
Company's Articles of Incorporation and the Company's Bylaws, copies of which
are filed as exhibits to the Registration Statement of which this Prospectus is
a part.
CLASSIFIED BOARD OF DIRECTORS. Under the Company's Bylaws, the Board of
Directors is classified into three classes, with the directors being elected for
staggered, three-year terms. The classification of the Company's Board of
Directors will have the effect of making it more difficult to change the
composition of the Board of Directors, because at least two annual meetings of
the shareholders would be required to change the control of the Board of
Directors rather than one. In addition, the Bylaws provide that directors may be
removed by the shareholders only for cause and that vacancies on the Board of
Directors shall be filled by the remaining directors.
ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND NOMINATIONS. The Company's
Bylaws establish an advance notice procedure for shareholders to make
nominations of candidates for election as directors or bring other business
before an annual meeting of shareholders of the Company (the "Shareholder
Notice Procedure"). The Shareholder Notice Procedure provides that only persons
who are nominated by, or at the direction of, the Board, or by a shareholder who
has given timely written notice to the Secretary of the Company prior to the
meeting at which directors are to be elected, will be eligible for election as
directors of the Company and that, at an annual meeting, only such business may
be conducted as has been brought before the meeting by, or at the direction of,
the Chairman of the Board or by a shareholder who has given timely written
notice to the Secretary of the Company of such shareholder's intention to bring
such business before such meeting.
Under the Shareholder Notice Procedure, for notice of shareholder
nominations or other business to be made at an annual meeting to be timely, such
notice must be received by the Company not less than 70 days prior to the first
anniversary of the previous year's annual meeting (or if the date of the annual
meeting is advanced by more than 20 days not later than the 10th day after
public announcement of the date of such meeting is first made). Notwithstanding
the foregoing, in the event that the number of directors to be elected
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is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board made by the Company at
least 80 days prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice will be timely, but only with respect to
nominees for any new positions created by such increase, if it is received by
the Company not later than the 10th day after such public announcement is first
made by the Company. The Bylaws further provide that, for notice of a
shareholder nomination to be made at a special meeting at which directors are to
be elected to be timely, such notice must be received by the Company not later
than the 10th day after public announcement of the date of such meeting is first
made.
Under the Shareholder Notice Procedure, a shareholder's notice to the
Company proposing to nominate a person for election as a director or proposing
other business must contain certain information specified in the Bylaws,
including the identity and address of the nominating shareholder, the class and
number of shares of stock of the Company owned by such shareholder, information
regarding the proposed nominee that would be required under the federal
securities laws to be included in a proxy statement soliciting proxies for the
proposed nominee and, with respect to business other than a nomination, a brief
description of the business the shareholder proposes to bring before the
meeting, the reasons for conducting such business at such meeting and any
material interest of such shareholder in the business so proposed.
The Shareholder Notice Procedure may have the effect of precluding a
contest for the election of directors or the consideration of shareholder
proposals if the proper procedures are not followed, and of discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to
the Company and its shareholders.
SPECIAL MEETINGS OF SHAREHOLDERS. The Articles of Incorporation and Bylaws
provide that special meetings of shareholders can be called by shareholders only
upon a written request signed by holders of one-third of the outstanding shares
of stock entitled to vote at the meeting.
REDUCED SHAREHOLDER VOTE REQUIRED FOR CERTAIN ACTIONS. The Company's
Articles of Incorporation provide that, notwithstanding any provision of the
Texas Business Corporation Act that would require approval of more than a
majority of the shares entitled to vote on such matter, the vote or approval of
a majority of the shares of the Company's stock entitled to vote on such matter
will be sufficient to approve such matter. This provision reduces the required
shareholder approval level for certain actions such as a merger, a
consolidation, a share exchange, certain sales of substantially all of the
Company's assets, a dissolution or an amendment to the Company's Articles of
Incorporation, each of which would otherwise require two-thirds shareholder
approval under Texas law.
NO ACTION BY WRITTEN CONSENT. Under the Texas Business Corporation Act, no
action required or permitted to be taken at an annual or special meeting of
shareholders may be taken by written consent in lieu of a meeting of
shareholders.
AMENDMENT OF BYLAWS. The Company's Articles of Incorporation and Bylaws
provide that the Bylaws may be amended only by the Board of Directors.
Shareholders do not have the power to amend the Company's Bylaws.
58
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Purchase Agreement dated, the
Underwriters named below (the "Underwriters"), through their Representatives,
Keefe, Bruyette & Woods, Inc. and Legg Mason Wood Walker, Incorporated, have
severally agreed to purchase from the Company and the Selling Shareholders the
following respective numbers of shares of Common Stock at the initial public
offering price less the underwriting discounts and commissions set forth on the
cover page of this Prospectus.
NUMBER OF
NAME SHARES
- ------------------------------------- ------------
Keefe, Bruyette & Woods, Inc.........
Legg Mason Wood Walker,
Incorporated.......................
Total...........................
============
The Purchase Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all such shares of the Common Stock if any of such shares are
purchased. The Underwriters are obligated to take and pay for all of the shares
of Common Stock offered hereby (other than those covered by the over-allotment
option described below) if any are taken.
The Company has been advised by the Representatives of the Underwriters
that the Underwriters propose to offer such shares of Common Stock to the public
at the public offering price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may re-allow, a concession
not in excess of $ per share to certain other dealers. After the initial
public offering, the offering price and other selling terms may be changed by
the Representatives of the Underwriters.
Pursuant to the Purchase Agreement, the Company has granted to the
Underwriters an option, exercisable not later than 30 days after the date of
this Prospectus, to purchase up to 172,500 additional shares of Common Stock at
the public offering price, less the underwriting discounts and commissions set
forth on the cover page of this Prospectus, solely to cover over-allotments. To
the extent that the Underwriters exercise such option, each Underwriter will
become obligated, subject to certain conditions, to purchase approximately the
same percentage of such additional shares as the number set forth next to such
Underwriter's name in the preceding table bears to the total number of shares in
such table, and the Company will be obligated, pursuant to the option, to sell
such shares to the Underwriters.
The Company, each of its directors and executive officers, each of the
Selling Shareholders and certain other shareholders of the Company have agreed
not to sell or otherwise dispose of any shares of Common Stock for a period of
180 days after the date of this Prospectus without the prior written consent of
the Representatives of the Underwriters, except that the Company may issue
shares of Common Stock upon the exercise of currently outstanding options. See
"Risk Factors -- Shares Eligible for Future Sale."
The Representatives of the Underwriters have advised the Company that the
Underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.
The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act.
Prior to this Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price for the Common Stock has
been determined by negotiations between the Company and the Representatives of
the Underwriters. Among the factors considered in such negotiations were
prevailing market and general economic conditions, the market capitalizations,
trading histories and stages of development of other traded companies that the
Company and the Representatives of the Underwriters believed to be comparable to
the Company, the results of operations of the Company in recent periods, the
current financial position of the Company, estimates of the business potential
of the Company and the present state of the Company's development and the
availability for sale in the market of a significant number of shares of Common
Stock. Additionally, consideration has been given to the general status of the
59
<PAGE>
securities market, the market conditions for new issues of securities and the
demand for securities of comparable companies at the time the Offering was made.
The Common Stock has been approved for quotation on The Nasdaq Stock
Market's National Market.
LEGAL MATTERS
The validity of the shares of Common Stock to be issued by the Company will
be passed upon by Vinson & Elkins L.L.P., Houston, Texas. Vinson & Elkins L.L.P.
owns 112,965 shares of Common Stock. Certain legal matters with respect to the
Common Stock offered hereby have been passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP.
EXPERTS
The consolidated balance sheet of Southwest Bancorporation of Texas, Inc.
as of December 31, 1995 and 1994 and the consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995, included in this prospectus, have been
included herein in reliance on the report, which includes an explanatory
paragraph for changes in accounting principles, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
AVAILABLE INFORMATION
The Company has not previously been subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended. The Company has filed with
the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act,
with respect to the offer and sale of Common Stock pursuant to this Prospectus.
This Prospectus, filed as a part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement or the exhibits
and schedules thereto in accordance with the rules and regulations of the
Commission and reference is hereby made to such omitted information. Statements
made in this Prospectus concerning the contents of any contract, agreement or
other document filed as an exhibit to the Registration Statement are summaries
of the terms of such contracts, agreements or documents and are not necessarily
complete. Reference is made to each such exhibit for a more complete description
of the matters involved and such statements shall be deemed qualified in their
entirety by such reference. The Registration Statement and the exhibits and
schedules thereto filed with the Commission may be inspected, without charge,
and copies may be obtained at prescribed rates, at the public reference facility
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, 13th Floor, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511. For further
information pertaining to the Common Stock offered by this Prospectus and the
Company, reference is made to the Registration Statement. The Registration
Statement and other information filed by the Company with the Commission are
also available at the Commission's World Wide Web site on the Internet at
http://www.sec.gov.
The Company intends to furnish its shareholders with annual reports
containing audited financial statements certified by independent auditors and
quarterly reports containing unaudited financial statements for the first three
quarters of each fiscal year.
60
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES UNDER ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary................... 3
Summary Consolidated Financial
Data............................... 5
Risk Factors......................... 6
The Company.......................... 9
Recent Developments.................. 12
Use of Proceeds...................... 13
Dividend Policy...................... 13
Dilution............................. 14
Capitalization....................... 15
Selected Consolidated Financial
Data............................... 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 17
Management........................... 42
Principal Shareholders............... 48
Selling Shareholders................. 49
Supervision and Regulation........... 50
Description of Securities of the Company.. 56
Underwriting......................... 59
Legal Matters........................ 60
Experts.............................. 60
Available Information................ 60
Index to Financial Statements........ F-1
------------------------------
UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
1,334,753 SHARES
[LOGO]
SOUTHWEST BANCORPORATION
OF TEXAS, INC.
COMMON STOCK
------------------------------
PROSPECTUS
------------------------------
KEEFE, BRUYETTE & WOODS, INC.
LEGG MASON WOOD WALKER
INCORPORATED
, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the offering are estimated to be as follows:
Securities and Exchange Commission
registration fee...................... $ 8,593
NASD filing fee......................... 3,336
NASDAQ listing fee...................... 40,000
Legal fees and expenses................. 100,000
Accounting fees and expenses............ 80,000
Blue Sky fees and expenses (including
legal fees)........................... 10,000
Printing expenses....................... 100,000
Transfer Agent fees..................... 5,000
Miscellaneous........................... 3,071
----------
TOTAL.............................. $ 350,000
==========
- ------------
* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provide that, subject to
certain limitations, its officers and directors (and certain other individuals
acting on behalf of the Company) will be indemnified by the Company against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by such persons, to the fullest extent permitted under the Texas
Business Corporation Act (the "TBCA"). Generally, Article 2.02-1 of the TBCA
permits a corporation to indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because the person was or
is a director or officer if it is determined that such person (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity as a director or officer of the corporation, that his
conduct was in the corporation's best interests, or (b) in other cases, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.
The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or the
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
action or omission for which the liability of the director is expressly provided
by statute, or (v) an act related to an unlawful stock repurchase or dividend.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On June 30, 1996, the Company issued 3,088,452 shares of Common Stock to
the former shareholders of Southwest Bank of Texas National Association (the
"Bank") in exchange for all of their shares of common stock of the Bank on a
one-for-one basis, in connection with the Company's organization as a holding
company for the Bank under Section 3(a) of the Bank Holding Company Act of 1956.
This transaction was exempt from registration under the Securities Act of 1933
(the "Act") pursuant to Section 3(a)(12) thereof because the transaction
occurred solely as part of the reorganization in which the shareholders of the
Bank exchanged their shares of Bank common stock for shares of Common Stock of
the
II-1
<PAGE>
Company (which had no significant assets other than securities of the Bank), the
shareholders of the Bank received substantially the same proportional share
interests in the Company as they held in the Bank, the rights and interests of
shareholders of the Company are substantially the same as those in the Bank
other than as may be required by law, and the Company has substantially the same
assets and liabilities on a consolidated basis as the Bank had prior to the
transaction.
For the calendar years 1994, 1995 and 1996, the Company issued 23,745,
18,172 and 17,435 shares, respectively, of Common Stock to the Company's 401(k)
plan as the Company's contribution to such plan for the benefit of its employees
in a transaction not involving a sale of securities and therefore not subject to
the registration requirements under the Act. (The interests of the Company's
employees in such plan are exempt from registration under the Act pursuant to
Section 3(a)(2) of the Act.)
On November 18, 1996, the Company declared a 2.5 for 1 stock split effected
in the form of a 150% stock dividend on all outstanding shares of Common Stock
of the Company, payable on December 31, 1996 to shareholders of record as of
November 20, 1996. A total of 4,640,955 shares were issued in connection with
this stock split, and such transaction was not subject to the registration
requirements of the Act because it did not involve a sale of securities under
the Act.
Immediately prior to the closing of the Offering, Walter E. Johnson intends
to exercise an option to purchase 250,000 shares of Common Stock from the
Company at a purchase price of $.40 per share. Such option was granted to Mr.
Johnson in 1989 under the Company's 1989 Stock Option Plan (the "1989 Plan")
as a condition to his employment by the Company at that time. In addition, on
April 1, 1994 and September 11, 1995, the Company sold to two employees 12,500
shares and 3,225 shares of Common Stock, respectively, at a purchase price of
$.40 per share, pursuant to the exercise by such employees of options granted by
the Company under the 1989 Plan. The sales of such shares by the Company
pursuant to the exercises of all such options were exempt from registration
under the Act pursuant to Section 4(2) thereof as sales not involving any public
offering.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<C> <S>
*1.1 -- Form of Purchase Agreement
3.1 -- Articles of Incorporation of the Company
**3.2 -- Bylaws of the Company (Restated as of December 31, 1996)
**3.3 -- Amendment dated December 18, 1996 to Articles of Incorporation of the Company
*4.1 -- Specimen Common Stock certificate
*5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1 -- 1989 Stock Option Plan
10.2 -- 1993 Stock Option Plan
10.3 -- Form of Stock Option Agreement under 1989 Stock Option Plan and 1993 Stock
Option Plan
**10.4 -- 1996 Stock Option Plan
**10.5 -- Form of Incentive Stock Option Agreement under 1996 Stock Option Plan
**10.6 -- Form of Non-qualified Stock Option Agreement under 1996 Stock Option Plan
**10.7 -- Directors Stock Option Plan, adopted October, 1993
**10.8 -- Form of Stock Option Agreement under Directors Stock Option Plan
**10.9 -- Form of Change in Control Agreement between the Company and each of Walter E.
Johnson, Paul B. Murphy, Jr., David C. Farries, Sharon K. Sokol, Yale Smith and
Steve D. Stephens
11.1 -- Computation of Earnings Per Share
21.1 -- List of subsidiaries of the Company
**23.1 -- Consent of Coopers & Lybrand L.L.P.
*23.2 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included on the signature page to this Registration
Statement)
27.1 -- Financial Data Schedule
</TABLE>
- ------------
* To be filed by amendment.
** Filed herewith.
(b) Financial Statement Schedules:
1. FINANCIAL STATEMENTS INCLUDED: SEE INDEX TO FINANCIAL STATEMENTS
INCLUDED ON PAGE F-1.
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are omitted either because
they are not required or because the required information is included in the
financial statements and notes thereto included herein. See "Index to Financial
Statements" in the Consolidated Financial Statements.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
II-3
<PAGE>
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes to provide at the closing
specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON,
STATE OF TEXAS, ON THE 8TH DAY OF JANUARY 1997.
SOUTHWEST BANCORPORATION
OF TEXAS, INC.
By: /s/ WALTER E. JOHNSON
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul B. Murphy, Jr., David C. Farries and R. John
McWhorter, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------------- --------------------------------------- ----------------
<C> <S> <C>
/s/WALTER E. JOHNSON Chairman of the Board and Chief January 8, 1997
WALTER E. JOHNSON Executive Officer (Principal Executive
Officer)
/s/DAVID C. FARRIES Executive Vice President, Treasurer and January 8, 1997
DAVID C. FARRIES Secretary (Principal Financial Officer)
/s/R. JOHN McWHORTER Vice President and Controller January 8, 1997
R. JOHN MCWHORTER (Principal Accounting Officer)
* Director and Chairman of the Executive January 8, 1997
JOHN W. JOHNSON Committee of the Board
* Director and President January 8, 1997
PAUL B. MURPHY, JR.
* Director January 8, 1997
JOHN B. BROCK III
* Director January 8, 1997
ERNEST H. COCKRELL
* Director January 8, 1997
WILHELMINA R. MORIAN
* Director January 8, 1997
ANDRES PALANDJOGLOU
* Director January 8, 1997
MICHAEL T. WILLIS
*By: /s/DAVID C. FARRIES
DAVID C. FARRIES
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
-----
Report of Independent Accountants.... F-2
Consolidated Balance Sheet as of
September 30, 1996 (Unaudited) and
December 31, 1995
and 1994........................... F-3
Consolidated Statement of Income for
the Nine Months Ended September 30,
1996
(Unaudited) and September 30, 1995
(Unaudited) and for the Years Ended
December 31,
1995, 1994 and 1993................ F-4
Consolidated Statement of Changes in
Shareholders' Equity for the Years
Ended December 31, 1995, 1994 and
1993 and the Nine Months Ended
September 30, 1996 (Unaudited)..... F-5
Consolidated Statement of Cash Flows
for the Nine Months Ended September
30, 1996 (Unaudited) and September
30, 1995 (Unaudited) and for the
Years Ended December 31, 1995,
1994, and 1993..................... F-6
Notes to Consolidated Financial
Statements........................... F-7
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Southwest Bancorporation of Texas, Inc.:
We have audited the accompanying consolidated balance sheet of Southwest
Bancorporation of Texas, Inc. and Subsidiaries (the "Company") as of December
31, 1995 and 1994, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Southwest
Bancorporation of Texas, Inc. and Subsidiaries as of December 31, 1995 and 1994,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
As discussed in the notes to the financial statements, the Company changed
its accounting for securities as of January 1, 1994 and changed its accounting
for income taxes as of January 1, 1993.
COOPERS & LYBRAND L.L.P.
Houston, Texas
February 9, 1996, except for the fourth
paragraph of Note 1, as to which the date
is November 18, 1996
F-2
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DECEMBER 31,
SEPTEMBER 30, ----------------------
1996 1995 1994
------------- ---------- ----------
(UNAUDITED)
ASSETS
Cash and due from banks................. $ 86,930 $ 57,310 $ 42,952
Federal funds sold...................... 1,450 23,885 18,490
------------- ---------- ----------
Total cash and cash equivalents.... 88,380 81,195 61,442
Securities -- available for sale........ 296,721 295,183 63,628
Securities -- held to maturity.......... 87,839
Loans, net.............................. 511,032 433,338 354,010
Premises and equipment, net............. 5,902 5,676 4,599
Accrued interest receivable............. 6,412 5,974 4,119
Prepaid expenses and other.............. 4,255 4,108 2,698
------------- ---------- ----------
Total assets....................... $ 912,702 $ 825,474 $ 578,335
============= ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand -- noninterest-bearing......... $ 233,561 $ 201,338 $ 172,593
Demand -- interest-bearing............ 41,198 33,350 40,697
Money market accounts................. 281,940 308,933 158,619
Savings............................... 2,739 2,667 2,733
Time, $100 and over................... 93,382 79,899 69,539
Other time............................ 51,465 46,454 45,655
------------- ---------- ----------
Total deposits..................... 704,285 672,641 489,836
Securities sold under repurchase
agreements............................ 86,176 95,638 42,448
Other short-term borrowings............. 60,044 1,287 8,819
Accrued interest payable................ 527 598 483
Other liabilities....................... 3,095 3,161 979
------------- ---------- ----------
Total liabilities.................. 854,127 773,325 542,565
------------- ---------- ----------
Commitments and contingencies
Bank preferred stock.................... 7,323 7,323
------------- ---------- ----------
Shareholders' equity:
Common stock -- $1 par value,
50,000,000 shares authorized;
7,731,595, 7,717,580 and 7,696,183
shares issued and outstanding at
September 30, 1996 (unaudited),
December 31, 1995 and 1994,
respectively....................... 7,731 7,717 7,696
Additional paid-in capital............ 17,965 17,745 17,505
Retained earnings..................... 26,530 19,142 11,385
Net unrealized appreciation
(depreciation) on securities
available for sale, net of deferred
taxes of $524, ($115) and $420 at
September 30, 1996 (unaudited),
December 31, 1995 and 1994,
respectively....................... (974) 222 (816)
------------- ---------- ----------
Total shareholders' equity......... 51,252 44,826 35,770
------------- ---------- ----------
Total liabilities and shareholders'
equity........................... $ 912,702 $ 825,474 $ 578,335
============= ========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------------- -------------------------------
1996 1995 1995 1994 1993
----------- ----------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
Interest income:
<S> <C> <C> <C> <C> <C>
Loans........................... $32,152 $27,071 $ 37,089 $ 26,684 $ 18,718
Securities...................... 13,584 7,877 11,668 6,898 5,332
Federal funds sold and other.... 448 1,334 1,825 706 640
----------- ----------- --------- --------- ---------
Total interest income...... 46,184 36,282 50,582 34,288 24,690
Interest expense on deposits and
other borrowings..................... 19,896 15,642 21,890 11,444 7,750
----------- ----------- --------- --------- ---------
Net interest income........ 26,288 20,640 28,692 22,844 16,940
Provision for loan losses............ 840 685 925 1,145 1,005
----------- ----------- --------- --------- ---------
Net interest income after
provision for loan
losses.................. 25,448 19,955 27,767 21,699 15,935
----------- ----------- --------- --------- ---------
Other income:
Service charges................. 2,069 1,663 2,386 2,122 1,678
Other operating income.......... 1,418 908 1,258 665 479
Gain on sale of other assets.... 52 68 276 2
----------- ----------- --------- --------- ---------
Total other income......... 3,487 2,623 3,712 3,063 2,159
----------- ----------- --------- --------- ---------
Other expense:
Salaries and employee
benefits........................ 10,093 7,821 10,686 8,672 7,145
Occupancy expense............... 2,552 1,807 2,510 1,995 1,321
Loss on sale of securities,
net............................. 71 93 639 63
Other operating expenses........ 4,327 4,257 5,623 5,052 4,218
----------- ----------- --------- --------- ---------
Total other expenses....... 17,043 13,978 19,458 15,782 12,684
----------- ----------- --------- --------- ---------
Income before income
taxes...................... 11,892 8,600 12,021 8,980 5,410
Provision for income taxes........... (4,163) (3,014) (4,214) (3,141) (1,871)
----------- ----------- --------- --------- ---------
Income before accounting
change.................. 7,729 5,586 7,807 5,839 3,539
Cumulative effect to January 1, 1993
of change in accounting
principle.......................... 16
----------- ----------- --------- --------- ---------
Net income before bank
preferred stock
dividend................ 7,729 5,586 7,807 5,839 3,555
----------- ----------- --------- --------- ---------
Bank preferred stock dividend........ 341 50
----------- ----------- --------- --------- ---------
Net income available to
common shareholders..... $ 7,388 $ 5,586 $ 7,757 $ 5,839 $ 3,555
=========== =========== ========= ========= =========
Earnings per common share............ $ 0.87 $ 0.66 $ 0.92 $ 0.70 $ 0.43
=========== =========== ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NET UNREALIZED
APPRECIATION
(DEPRECIATION)
COMMON STOCK ADDITIONAL ON SECURITIES TOTAL
------------------- PAID-IN RETAINED AVAILABLE SHAREHOLDERS'
SHARES DOLLARS CAPITAL EARNINGS FOR SALE EQUITY
--------- ------- ---------- -------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1992........... 7,651,760 $7,652 $ 16,205 $ 1,991 $25,848
Issuance of common stock for
cash........................... 8,178 8 32 40
Net income....................... 3,555 3,555
--------- ------- ---------- -------- --------------- -------------
BALANCE, DECEMBER 31, 1993........... 7,659,938 7,660 16,237 5,546 29,443
Cumulative effect of change in
accounting for securities, net
of deferred taxes of ($279).... $ 541 541
Issuance of common stock to
benefit plan................... 23,745 24 123 147
Exercise of stock options........ 12,500 12 23 35
Paid-in capital for stock
options........................ 935 935
Deferred compensation
amortization................... 187 187
Net change in unrealized
depreciation on securities
available for sale, net of
deferred taxes of $699......... (1,357) (1,357)
Net income....................... 5,839 5,839
--------- ------- ---------- -------- --------------- -------------
BALANCE, DECEMBER 31, 1994........... 7,696,183 7,696 17,505 11,385 (816) 35,770
Issuance of common stock to
benefit plan................... 18,172 18 109 127
Exercise of stock options........ 3,225 3 (1) 2
Deferred compensation
amortization................... 132 132
Net change in unrealized
appreciation on securities
available for sale, net of
deferred taxes of ($535)....... 1,038 1,038
Cash dividends on Bank Preferred
Stock ($.07 per share)......... (50) (50)
Net income....................... 7,807 7,807
--------- ------- ---------- -------- --------------- -------------
BALANCE, DECEMBER 31, 1995........... 7,717,580 7,717 17,745 19,142 222 44,826
Issuance of common stock to
benefit plan (unaudited)....... 14,015 14 119 133
Deferred compensation
amortization (unaudited)....... 101 101
Net change in unrealized
depreciation on securities
available for sale, net of
deferred taxes of $644
(unaudited).................... (1,196) (1,196)
Cash dividends on Bank preferred
stock ($.45 per share)
(unaudited).................... (341) (341)
Net income (unaudited)........... 7,729 7,729
--------- ------- ---------- -------- --------------- -------------
BALANCE SEPTEMBER 30, 1996
(UNAUDITED)........................ 7,731,595 $7,731 $ 17,965 $26,530 $ (974) $51,252
========= ======= ========== ======== =============== =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------------- -------------------------------
1996 1995 1995 1994 1993
----------- ----------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income....................... $ 7,729 $ 5,586 $ 7,807 $ 5,839 $ 3,555
Adjustments to reconcile net
income to net cash provided by
operating activities:
Provision for loan losses... 840 685 925 1,145 1,005
Depreciation................ 1,478 1,009 1,440 1,028 518
Compensation expense........ 101 98 132 187 259
Deferred tax expense
(benefit)................. 798 (185) (445) (419) (260)
Gain on sale of other
assets.................... (52) (68) (276) (2)
Realized losses on
securities available for
sale...................... 71 93 639 63
Net amortization of premiums
and discounts............. 1,414 (45) 256 314 526
Dividends on Federal Home
Loan Bank stock........... (1,118) (957)
Increase in accrued interest
receivable, prepaid
expenses and other
assets.................... (470) (2,781) (3,646) (1,655) (785)
(Decrease) increase in
accrued interest payable
and other liabilities..... (203) 1,528 2,247 392 46
----------- ----------- --------- --------- ---------
Net cash provided by
operating
activities............ 10,640 5,936 8,330 6,618 4,862
Cash flows from investing activities:
Proceeds from maturity of
securities..................... 10,000
Proceeds from maturity of
securities available for
sale........................... 26,000 50,500 57,000 20,000
Proceeds from maturity of
securities held to maturity.... 5,000 8,000
Principal paydowns of
mortgage-backed securities
available for sale............. 40,364 2,220 6,691 2,091
Principal paydowns of
mortgage-backed securities held
to maturity.................... 4,264 8,208 4,608 17,922
Proceeds from sale of securities
available for sale............. 35,805 11,405 56,152 7,939
Purchase of securities available
for sale....................... (105,907) (124,058) (199,587) (42,208)
Purchase of securities held to
maturity....................... (34,285) (78,546) (9,008) (101,369)
Proceeds from sale of other real
estate and other loan related
assets......................... 10 344 500 750 69
Proceeds from sale of premises
and equipment.................. 27
Net increase in loans
receivable..................... (78,820) (47,837) (80,393) (72,874) (75,394)
Purchase of premises and
equipment...................... (1,703) (1,682) (2,516) (2,607) (1,784)
----------- ----------- --------- --------- ---------
Net cash used in
investing
activities............ (84,251) (134,129) (224,491) (91,309) (150,529)
Cash flows from financing activities:
Net increase (decrease) in
noninterest-bearing deposits... 32,222 (284) 28,745 40,823 45,568
Net increase in time deposits.... 18,494 7,817 11,159 24,012 7,160
Net (decrease) increase in other
interest-bearing deposits...... (19,072) 102,687 142,901 7,306 61,205
Net (decrease) increase in
securities sold under
repurchase agreements.......... (9,462) 14,467 53,190 19,308 15,366
Net increase (decrease) in other
borrowings..................... 58,757 (199) (7,531) 8,819
Net proceeds from issuance of
Bank preferred stock........... 7,323
Proceeds from issuance of common
stock.......................... 133 97 127 147 40
Payment of dividends on Bank
preferred stock................ (276)
----------- ----------- --------- --------- ---------
Net cash provided by
financing
activities............ 80,796 124,585 235,914 100,415 129,339
Net increase (decrease) in cash and
cash equivalents................... 7,185 (3,608) 19,753 15,724 (16,328)
Cash and cash equivalents at
beginning of year.................. 81,195 61,442 61,442 45,718 62,046
----------- ----------- --------- --------- ---------
Cash and cash equivalents at end of
year............................... $ 88,380 $ 57,834 $ 81,195 $ 61,442 $ 45,718
=========== =========== ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The consolidated financial statements for the nine months ended September
30, 1996 include the accounts of Southwest Bancorporation of Texas, Inc. (the
"Company") and its wholly-owned subsidiaries Southwest Bank of Texas National
Association (the "Bank") and Southwest Bancorporation of Delaware, Inc. (the
"Delaware Company"). All material intercompany accounts and transactions have
been eliminated. The financial statements for prior periods include the accounts
of the Bank.
The accounting and reporting policies of the Company conform to generally
accepted accounting principles and the prevailing practices within the banking
industry. The financial statements for the nine months ended September 30, 1996
and 1995 are unaudited and, in the opinion of management, include all
adjustments necessary (which consist of only normal recurring adjustments) for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods. The financial information and results of
operations for the nine months ended September 30, 1996 are not necessarily
indicative of the financial position or results of operations that may be
expected at and for the year ended December 31, 1996 or for any future periods.
NATURE OF OPERATIONS
The Company was incorporated in March 1996 for the purpose of serving as a
holding company for the Bank and the Delaware Company. Substantially all of the
Company's revenue and income is derived from the operation of the Bank. The Bank
provides a full range of commercial and private banking services to small and
middle market businesses and individuals in the Houston metropolitan area.
On June 30, 1996, the Company acquired the Bank through a one for one
exchange of common shares and assumed the Bank's stock option plans.
Shareholders' equity has been restated for all periods presented to reflect the
recapitalization. Accordingly, Bank preferred stock (See Note 10.) was
segregated from shareholders' equity in the accompanying consolidated balance
sheet and consolidated statement of changes in shareholders' equity. In
addition, certain other amounts in the financial statements have been
reclassified to conform to current financial statement presentation. These
reclassifications had no effect on consolidated net income, shareholders' equity
or cash flows. In November 1996, the Company effected a 2.5 for 1 common stock
split in the form of a common stock dividend (the "Stock Split"). All share
and per share information for common stock has been restated to reflect the
Stock Split.
MANAGEMENT'S ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenue and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers its federal funds sold, due from bank demand accounts
and other highly liquid investments purchased with a maturity of three months or
less to be cash equivalents. The Company classifies its investments in money
market funds as securities and not cash equivalents.
The Company is required to maintain noninterest-bearing cash reserve
balances with the Federal Reserve Bank. The average balance was approximately
$14,503 for the nine months ended September 30, 1996 and $10,922 and $13,501 for
the years ended December 31, 1995 and 1994, respectively.
F-7
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
SECURITIES
The Company adopted Statement of Financial Accounting Standards No. 115,
ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES ("SFAS 115")
on January 1, 1994. The cumulative effect of the change has been included in the
Statement of Changes in Shareholders' Equity for the year ended December 31,
1994.
Securities in which management intends and has the ability to hold to
maturity are classified as held to maturity. Securities held to maturity are
stated at cost, increased by accretion of discounts and reduced by amortization
of premiums, both computed by the interest method.
Securities to be held for indefinite periods of time, including securities
that management intends to use as part of its asset/liability strategy, or that
may be sold in response to changes in interest rates, changes in prepayment
risk, the need to increase regulatory capital or other similar factors, are
classified as available for sale and are carried at fair value. Fair values of
securities are estimated based on available market quotations. Unrealized
holding gains and losses, net of taxes, on available for sale securities are
reported as a net amount in a separate component of shareholders' equity until
realized. The carrying value of securities available for sale is increased by
accretion of discounts and reduced by amortization of premiums, both computed by
the interest method. Gains and losses on the sale of available for sale
securities are determined using the specific identification method.
Trading securities are carried at market value. Realized and unrealized
gains and losses on trading securities are recognized in the consolidated
statement of income as they occur. The Company held no trading securities at
September 30, 1996, December 31, 1995 or 1994.
The Company reviews its financial position, liquidity and future plans in
evaluating the criteria for classifying investment securities. Securities are
classified among categories at the time the securities are purchased. Declines
in the fair value of individual held to maturity and available for sale
securities below their cost that are other than temporary would result in
write-downs of the individual securities to their fair value. The Company
believes that none of the unrealized losses should be considered other than
temporary.
Transfer of securities between classifications are accounted for at fair
value. During November 1995, the Company transferred all of its held to maturity
securities to available for sale as explained further in Note 2.
LOANS
Loans are reported at the principal amount outstanding, net of unearned
discount, deferred loan fees and the allowance for loan losses.
Loans on which the accrual of interest has been discontinued are designated
as nonaccrual loans. Loans are designated as nonaccrual when reasonable doubt
exists as to the full, timely collection of interest or principal. When a loan
is placed on nonaccrual status, all interest previously accrued but not
collected is reversed against current period interest income. Income on such
loans is then recognized only to the extent that cash is received and where the
future collection of interest and principal is probable. Interest accruals are
resumed on such loans only when they are brought fully current with respect to
interest and principal and when, in the judgment of management, the loans are
estimated to be fully collectible as to both principal and interest.
Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 114, ACCOUNTING FOR CREDITORS FOR IMPAIRMENT
OF A LOAN, as amended by SFAS No. 118. Under SFAS 114, as amended, a loan is
considered impaired, based on current information and events, if it
F-8
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
is probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. A loan is not considered impaired during a period of delay in payment
if the Company expects to collect all amounts due, including interest past due.
The Company generally considers a period of delay in payment to include
delinquency up to 90 days. Accordingly, for purposes of applying SFAS 114,
impaired loans have been defined as all nonaccrual loans. The measurement of
impaired loans is based on the present value of expected future cash flows
discounted at the loan's effective interest rate or the loan's observable market
price or based on the fair value of the collateral if the loan is
collateral-dependent. If the measure of the impaired loan is less than the
recorded investment in the loan, an impairment is recognized through a valuation
allowance and a corresponding charge to operations. The adoption of SFAS 114 did
not result in any additional provisions for loan losses.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established through a provision for such
losses charged against operations. Loans, including impaired loans, are charged
against the allowance for loan losses when management believes that the
collectibility of the principal is unlikely. The allowance is an amount that
management believes will be adequate to reflect the risks inherent in the
existing loan portfolio and commitments to extend credit and is based on
evaluations of the collectibility and prior loss experience of loans. The
evaluations are based on a number of subjective factors including current and
anticipated economic conditions, changes in the loan portfolio, adequacy of loan
collateral and other relevant factors.
The evaluation of the adequacy of loan collateral is often based upon
estimates and appraisals. Because of changing economic conditions, the
valuations determined from such estimates and appraisals may also change.
Accordingly, the Company may ultimately incur losses which vary from
management's current estimates. Adjustments to the allowance for loan losses
will be reported in the period such adjustments become known or are reasonably
estimable.
LOAN FEES AND COSTS
Nonrefundable loan origination and commitment fees and direct costs
associated with originating loans are deferred and recognized over the lives of
the related loans as an adjustment to the loans' yield using a method which
approximates the level yield method.
PREMISES AND EQUIPMENT
Premises and equipment are recorded at cost. Expenditures for renewals and
improvements are capitalized, while repairs and maintenance are charged to
expense as incurred. Any gain or loss from disposition of such assets is
reflected in current operations. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets.
OTHER REAL ESTATE OWNED
Real estate acquired through foreclosure is carried at the lower of the
recorded investment in the property or its fair value less estimated selling
costs. Prior to foreclosure, the value of the underlying collateral of the loan
is written down to its estimated fair value less estimated selling costs by a
charge to the allowance for loan losses, if necessary. Any subsequent
write-downs are charged against operations. Operating expenses of such
properties, net of related income is included in other operating expenses.
EMPLOYEE STOCK OPTIONS
The Company has several stock option plans. (See Note 9.) These plans
reserve shares for the granting of "non-qualified" options to key employees of
the Company to purchase common stock at a price which
F-9
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
may be less than the fair market value on the date of grant. For those options
where the exercise price is less than the market price of the stock at the date
of grant the difference is considered compensation expense and is recognized
ratably over the vesting period.
EARNINGS PER COMMON SHARE
Earnings per common share is calculated by dividing net income by the
weighted average number of common shares and common share equivalents. Stock
options are regarded as common stock equivalents and are therefore considered in
earnings per share calculations if dilutive. Common stock equivalents are
computed using the treasury stock method. All stock options are dilutive and,
accordingly, primary and fully diluted earnings per share are the same.
FEDERAL INCOME TAX
In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109 (SFAS 109), ACCOUNTING FOR INCOME
TAXES. SFAS 109 mandates the liability method for computing deferred income
taxes, whereby deferred income taxes are recognized for the tax consequences in
future years of differences in the tax bases of assets and liabilities and their
financial reporting amounts based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be utilized.
The Company has adopted SFAS 109 effective January 1, 1993 on a prospective
basis. The cumulative effect of the change has been included in the 1993
consolidated statement of income. There was no effect on pretax income in 1993
related to the adoption of SFAS 109.
Investment tax credits are used to reduce the current provision for federal
income tax in the year in which they are realized.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION ("SFAS 123"). This statement establishes fair value based
accounting and reporting standards for all transactions in which a company
acquires goods or services by issuing its equity investments, which includes
stock-based compensation plans. Under SFAS 123, compensation cost is measured at
the grant date based on the value of the award and is recognized over the
service period, which is usually the vesting period. Fair value of stock options
is determined using an option-pricing model. This statement encourages companies
to adopt, as prescribed, the fair value based method of accounting to recognize
compensation expense for employee stock compensation plans. However, it does not
require the fair value based method to be adopted but a company must comply with
the disclosure requirements set forth in the statement. The Company expects to
remain with the accounting in Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and, therefore, at December 31, 1996
expects to make pro forma disclosures of net income as if the fair value based
method of accounting defined in SFAS 123 had been applied.
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING
OF FINANCIAL ASSETS AND EXTINGUISHMENT OF LIABILITIES ("SFAS 125"). This
statement establishes a "financial components" approach that focuses on
content and provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings. SFAS
125 is effective for transactions occurring after December 31, 1996.
F-10
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
2. SECURITIES:
Securities have been classified in the Company's consolidated balance sheet
according to management's intent. The carrying amount and approximate fair value
of securities were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996 (UNAUDITED)
------------------------------------------
GROSS UNREALIZED
AMORTIZED ---------------- FAIR
COST GAINS LOSSES VALUE
--------- ----- ------- ----------
<S> <C> <C> <C> <C>
U.S. Government securities.............. $ 93,034 $ 68 $ (347) $ 92,755
Mortgage-backed securities.............. 160,109 186 (1,407) 158,888
Federal Reserve Bank stock.............. 950 950
Federal Home Loan Bank stock, at cost... 38,810 38,810
Other securities........................ 5,316 2 5,318
--------- ----- ------- ----------
Total securities available for
sale............................. $ 298,219 $ 256 $(1,754) $ 296,721
========= ===== ======= ==========
DECEMBER 31, 1995
------------------------------------------
GROSS UNREALIZED
AMORTIZED ---------------- FAIR
COST GAINS LOSSES VALUE
--------- ----- ------- ----------
U.S. Government securities.............. $ 97,797 $ 491 $ (200) $ 98,088
Mortgage-backed securities.............. 154,083 451 (416) 154,118
Federal Reserve Bank stock.............. 946 946
Federal Home Loan Bank stock, at cost... 37,692 37,692
Other securities........................ 4,329 10 4,339
--------- ----- ------- ----------
Total securities available for
sale............................. $ 294,847 $ 952 $ (616) $ 295,183
========= ===== ======= ==========
DECEMBER 31, 1994
-----------------------------------------
GROSS UNREALIZED
AMORTIZED ---------------- FAIR
COST GAINS LOSSES VALUE
--------- ----- ------- ---------
Securities -- available for sale
U.S. Government securities............ $47,584 $ 29 $ (810) $ 46,803
Mortgage-backed securities............ 15,142 14 (470) 14,686
Other securities...................... 2,139 2,139
--------- ----- ------- ---------
Total securities available for
sale............................. $64,865 $ 43 $(1,280) $ 63,628
========= ===== ======= =========
Securities -- held to maturity
U.S. Government securities............ $47,752 $ $(1,928) $ 45,824
Mortgage-backed securities............ 39,937 (2,294) 37,643
Other securities...................... 150 (7) 143
--------- ----- ------- ---------
Total securities held to
maturity......................... $87,839 $ $(4,229) $ 83,610
========= ===== ======= =========
</TABLE>
F-11
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
The scheduled maturities of securities available for sale were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
(UNAUDITED) DECEMBER 31, 1995
---------------------- ----------------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Due in one year or less.............. $ 43,735 $ 43,721 $ 41,533 $ 41,655
Due from one year to five years...... 49,299 49,034 56,264 56,433
--------- ---------- --------- ----------
93,034 92,755 97,797 98,088
--------- ---------- --------- ----------
Mortgage-backed securities........... 160,109 158,888 154,083 154,118
Federal Reserve Bank stock........... 950 950 946 946
Federal Home Loan Bank stock......... 38,810 38,810 37,692 37,692
Other securities..................... 5,316 5,318 4,329 4,339
--------- ---------- --------- ----------
Total securities available for
sale.......................... $ 298,219 $ 296,721 $ 294,847 $ 295,183
========= ========== ========= ==========
</TABLE>
In November 1995, the Financial Accounting Standards Board issued "A Guide
to Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities" which provided a one-time reassessment of the
appropriateness of the classifications of all securities. Based on such
reassessment, the Company transferred all securities in the held to maturity
portfolio to the available for sale portfolio in November 1995. The transferred
securities had an amortized cost of $150,278 and net unrealized losses of $574.
The transfer resulted in a decrease of $373 to consolidated shareholders'
equity. Such reassessment does not change management's intent to hold other debt
securities to maturity in the future. At this time classification of all
securities as available for sale allows the Company to manage its investment
portfolio more effectively and to enhance the average yield on the portfolio.
At September 30, 1996 and December 31, 1995, respectively, securities
amounting to approximately $180,500 and $148,600 with a market value of
approximately $179,000 and $148,500 have been pledged to collateralize
repurchase agreements, public deposits and other items.
3. LOANS:
DECEMBER 31,
SEPTEMBER 30, ----------------------
1996 1995 1994
------------- ---------- ----------
(UNAUDITED)
Commercial........................... $ 241,584 $ 194,304 $ 148,313
Real estate:
Construction.................... 58,484 47,152 44,052
1-4 family residential.......... 98,815 88,297 75,343
Other........................... 64,867 65,156 53,800
Consumer............................. 53,585 44,147 37,482
------------- ---------- ----------
517,335 439,056 358,990
Less:
Unearned fees and discounts..... (876) (797) (686)
Allowance for loan losses....... (5,427) (4,921) (4,294)
------------- ---------- ----------
$ 511,032 $ 433,338 $ 354,010
============= ========== ==========
F-12
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
An analysis of the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, DECEMBER 31,
-------------------------- -------------------------------
1996 1995 1995 1994 1993
----------- ----------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Balance, beginning of period.... $ 4,921 $ 4,294 $ 4,294 $ 3,250 $ 2,204
Provision charged against
operations.................... 840 685 925 1,145 1,005
Charge-offs..................... (341) (83) (312) (167) (19)
Recoveries...................... 7 6 14 66 60
----------- ----------- --------- --------- ---------
Balance, end of period.......... $ 5,427 $ 4,902 $ 4,921 $ 4,294 $ 3,250
=========== =========== ========= ========= =========
</TABLE>
The Company had $2,128, $291 and $397 in nonaccrual and impaired loans at
September 30, 1996, December 31, 1995 and 1994, respectively, and are not
considered material.
The Company has loans, deposits, and other transactions with its principal
shareholders, officers, directors and organizations with which such persons are
associated which were made in the ordinary course of business. At September 30,
1996, December 31, 1995 and 1994, the aggregate amount of loans and unfunded
lines of credit to all related parties was $11,307, $6,574 and $9,162,
respectively.
Following is an analysis of activity with respect to such amounts:
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(UNAUDITED)
Balance, beginning of period......... $ 6,574 $ 9,162
New loans............................ 5,836 1,177
Repayments........................... (1,103) (3,765)
------------- ------------
Balance, end of period............... $11,307 $ 6,574
============= ============
4. PREMISES AND EQUIPMENT:
Premises and equipment consisted of the following:
DECEMBER 31,
SEPTEMBER 30, --------------------
1996 1995 1994
------------- --------- ---------
(UNAUDITED)
Land................................. $ 955 $ 955 $ 955
Premises and leasehold
improvements......................... 2,265 1,892 1,752
Furniture and equipment.............. 8,846 7,539 5,181
------------- --------- ---------
12,066 10,386 7,888
Less accumulated depreciation and
amortization....................... 6,164 4,710 3,289
------------- --------- ---------
$ 5,902 $ 5,676 $ 4,599
============= ========= =========
F-13
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
5. PREPAID EXPENSES AND OTHER ASSETS:
Prepaid expenses and other assets consisted of the following:
DECEMBER 31,
SEPTEMBER 30, --------------------
1996 1995 1994
------------- --------- ---------
(UNAUDITED)
Prepaid expenses..................... $ 435 $ 459 $ 286
Foreclosed real estate............... 276 291
Deferred taxes....................... 1,856 1,883 1,973
Banker's acceptances................. 116 1,713 44
Other................................ 1,572 53 104
------------- --------- ---------
$ 4,255 $ 4,108 $ 2,698
============= ========= =========
6. DEPOSITS:
Scheduled maturities of time deposits are summarized as follows:
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(UNAUDITED)
MATURITY
Zero to one year..................... $ 128,883 $108,970
One year to two years................ 10,848 9,720
Two years to three years............. 2,473 4,989
Three years to four years............ 1,204 1,108
Four years to five years............. 759 591
Thereafter........................... 680 975
------------- ------------
$ 144,847 $126,353
============= ============
At September 30, 1996, December 31, 1995 and 1994, the aggregate amount of
deposits from all related parties was $38,246, $45,657 and $10,703,
respectively.
F-14
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
7. SECURITIES SOLD UNDER REPURCHASE AGREEMENTS AND OTHER SHORT-TERM BORROWINGS:
Securities sold under repurchase agreements and other short-term
borrowings, consisting of federal funds purchased and treasury, tax, and loan
deposits, generally represent borrowings with maturities ranging from one to
thirty days. Information relating to these borrowings is summarized as follows:
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------- ------------ ------------
(UNAUDITED)
Securities sold under repurchase
agreements:
Average......................... $ 96,079 $ 65,674 $ 33,817
Period-end...................... 86,176 95,638 42,448
Maximum month-end balance during
period........................ 107,320 95,638 44,630
Interest rate:
Average......................... 4.87% 5.36% 3.80%
Period-end...................... 4.76% 5.41% 5.05%
Other short-term borrowings:
Average......................... $ 14,227 $ 6,904 $ 3,880
Period-end...................... 60,044 1,287 8,819
Maximum month-end balance during
period........................ 60,044 10,000 11,270
Interest rate:
Average......................... 5.31% 5.58% 4.73%
Period-end...................... 5.35% 5.32% 5.22%
Securities sold under repurchase agreements are maintained in safekeeping
by correspondent banks.
8. FEDERAL INCOME TAXES:
The income tax (provision)/benefit for the years ended December 31, 1995,
1994 and 1993 was composed of the following:
DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
Current................................. $ (4,659) $ (3,560) $ (2,115)
Deferred................................ 445 419 244
--------- --------- ---------
$ (4,214) $ (3,141) $ (1,871)
========= ========= =========
F-15
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to deferred
income tax assets and liabilities and their approximate tax effects are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
-------------------- --------------------
TEMPORARY TAX TEMPORARY TAX
DIFFERENCES EFFECT DIFFERENCES EFFECT
---------- ------ ---------- ------
<S> <C> <C> <C> <C>
Premises and equipment.................. $ 274 $ 96 $ 207 $ 70
Allowance for loan losses............... 4,101 1,435 2,885 981
Unearned fees........................... 162 57 510 173
Deferred compensation................... 1,246 436 1,122 381
Accruals................................ 68 24 36 12
Unrealized loss on securities available
for sale.............................. 1,237 420
---------- ------ ---------- ------
Deferred income tax asset.......... $5,851 2,048 $5,997 2,037
========== ------ ========== ------
Unrealized gain on securities available
for sale.............................. $ 336 114
Market discounts on securities.......... 147 51 $ 190 64
---------- ------ ---------- ------
Deferred income tax liability...... $ 483 165 $ 190 64
========== ------ ========== ------
Net deferred income tax asset........... $1,883 $1,973
====== ======
</TABLE>
The reconciliation between the statutory federal income tax rate is as
follows:
YEARS ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
------------ ------------ ---------
Statutory federal income tax rate....... 35.0% 34.0% 34.0%
Permanent differences................... 0.7 0.9 0.5
Effect of utilization of graduated tax
rates................................. (0.8)
Other................................... 0.2 0.1 0.1
------------ ------------ ---------
Effective income tax rate............... 35.1% 35.0% 34.6%
============ ============ =========
9. EMPLOYEE BENEFITS:
The Company has two employee stock option plans, which were approved in
1989 and 1993, respectively. The 1989 and 1993 stock option plans (the "Option
Plans") reserve shares for the granting of "nonqualified" options to key
employees and Bank directors of the Company to purchase Common Stock at a price
which may be less than the fair market value on the dates of grant. For those
options where the exercise price is less than the fair market value of the stock
at the date of grant, the difference is considered compensation expense and is
recognized ratably over the vesting period. The Company has recognized $101 and
$98 of compensation expense in connection with the Option Plans during the nine
months ended September 30, 1996 and 1995, respectively, and $132, $187 and $259
of compensation expense in connection with the Option Plans during 1995, 1994
and 1993, respectively. Generally, under the Option Plans, options for employees
vest ratably over five to seven years, and must be exercised no later than three
months after the employee's termination with the Company.
Bank directors are awarded options for attendance and participation at
monthly directors' meetings and, additionally, for introducing legitimate
business prospects to the Company. Options to purchase a
F-16
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
maximum of 36,875 shares of Common Stock may be granted to Bank directors during
a calendar year with the exercise price approximating the fair market value of
the stock at the date of grant. Such options accumulate throughout the year, are
issued during the following year and are considered fully vested upon issuance.
The Company has reserved 50,000 shares of Common Stock for issuance under
an option which had been granted at a price of $2.80 per share under the
Company's former 1982 Stock Option Plan (the "1982 Plan"). Although that 1982
Plan expired in August 1992, such option does not expire until 1999 and is
currently exercisable. No shares were exercised under the 1982 Plan during the
nine months ended September 30, 1996 or the years ended December 31, 1995, 1994
or 1993.
The following is a summary of changes in total options outstanding, which
include the Option Plans and the 1982 Plan:
Options outstanding at December 31,
1992............................... 583,360 $0.40 to $2.80
Granted......................... 226,790 $0.40 to $4.80
--------------
Options outstanding at December 31,
1993............................... 810,150 $0.40 to $4.80
Granted......................... 164,425 $0.40 to $7.20
Exercised....................... (12,500) $0.40
--------------
Options outstanding at December 31,
1994............................... 962,075 $0.40 to $6.40
Granted......................... 170,550 $0.40 to $8.80
Exercised....................... (3,225) $0.40
--------------
Options outstanding at December 31,
1995............................... 1,129,400 $0.40 to $8.80
Granted (unaudited)............. 34,375 $9.20 to $10.10
Forfeited (unaudited)........... (3,750) $6.40
--------------
Options outstanding at September 30,
1996............................... 1,160,025 $0.40 to $10.10
==============
Options exercisable at September
30, 1996...................... 561,043
==============
Shares available for future
grants........................ 243,317
==============
BENEFIT PLAN
The Company has adopted a contributory profit sharing plan pursuant to
Internal Revenue Code Section 401(k) covering substantially all employees (the
"401-K Plan"). Each year the Company determines, at its discretion, the amount
of matching contributions. For the period July 1, 1993 to June 30, 1994, the
Company elected to match 100% of the employee contributions not to exceed 5% of
the employee's annual compensation. Beginning July 1, 1994 the Company will
match 50% of the employee contributions not to exceed 6% of the employee's
annual compensation. Total plan expense charged to the Company's operations for
the nine months ended September 30, 1996 and 1995 was $136 and $101,
respectively, and for the years ended December 31, 1995, 1994 and 1993 was $136,
$146 and $120, respectively.
During April 1993, the 401-K Plan was amended to allow the Company to
contribute shares of common stock of the Company (valued at the approximate fair
market value on the date of contribution) instead of cash. Under the plan
250,000 shares of common stock are issuable. A total of 14,015 and 18,172 shares
at prices ranging from $9.20 to $9.60 and $6.50 to $7.60 were issued to the
401-K Plan during the nine months ended September 30, 1996 and the twelve months
ended December 31, 1995, respectively.
F-17
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
10. PREFERRED STOCK:
The Bank authorized 1,500,000 shares of Series 1 Adjustable Rate First
Preferred Stock, $5 par value, ("Bank Preferred Stock") in October 1995 and
issued 750,000 shares in November 1995. The Bank Preferred Stock holders have no
voting rights except in certain circumstances. Each share of preferred stock is
entitled to a liquidation preference of $10.
Dividends on the Bank Preferred Stock are noncumulative. The Bank is
prohibited from paying any cash dividends on its common stock unless all
dividends on the Bank Preferred Stock have been paid in full for all completed
quarterly periods. Bank Preferred Stock dividends are payable quarterly in
arrears and are calculated on the $10 subscription price at a rate of 1% above
the United States Treasury bill rate.
The Bank Preferred Stock may be redeemed at any time on or after December
31, 1997, at the option of the Bank, in whole or in part, at $10.10 per share,
together with all unpaid dividends per share, whether or not declared (the
"Redemption Price"). Each quarter after December 31, 1999, the redemption
price increases by $.05 per share. If a change of control occurs prior to
December 31, 1997, the Bank Preferred Stock may be redeemed at the option of the
Bank at the redemption price. Ninety days after a change of control, each share
of Bank Preferred Stock is convertible, at the option of the holder, into the
number of common shares of the Bank equal to the quotient of $10 divided by the
book value per common share. No such shares have been redeemed.
11. EARNINGS PER COMMON SHARE:
Earnings per common share were computed as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, DECEMBER 31,
-------------------------- ----------------------------------------
1996 1995 1995 1994 1993
----------- ----------- ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net income........................... $ 7,729 $ 5,586 $ 7,807 $ 5,839 $ 3,555
Less: Bank Preferred Stock
dividend........................... 341 50
----------- ----------- ------------ ------------ ------------
Net income available to common
shareholders....................... $ 7,388 $ 5,586 $ 7,757 $ 5,839 $ 3,555
----------- ----------- ------------ ------------ ------------
Divided by average common shares and
common share equivalents:
Average common shares........... 7,723,845 7,704,620 7,707,427 7,675,340 7,659,937
Average common share
equivalents................... 810,966 698,243 706,301 645,880 571,156
----------- ----------- ------------ ------------ ------------
Total average common share and common
share equivalents.................. 8,534,811 8,402,863 8,413,728 8,321,220 8,231,093
Earnings per common share............ $ 0.87 $ 0.66 $ 0.92 $ 0.70 $ 0.43
=========== =========== ============ ============ ============
</TABLE>
F-18
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
12. COMMITMENTS AND CONTINGENCIES:
LITIGATION
The Company is involved in various lawsuits which arose in the normal
course of business and the Company's management believes there are substantial
defenses against these claims. In the opinion of management of the Company,
after consultation with its legal counsel, the ultimate liability, if any, will
not have a material adverse effect on the Company's consolidated financial
position, results of operations or cash flows.
LEASES
At December 31, 1995, the Company had certain noncancelable operating
leases which cover the Company's premises with future minimum annual rental
payments as follows:
1996................................. $ 713
1997................................. 329
1998................................. 251
1999................................. 251
2000 and thereafter.................. 469
Rent expense was $731 and $571 for the nine months ended September 30, 1996
and 1995, respectively, and $779, $657 and $555 for the years ended December 31,
1995, 1994 and 1993, respectively.
On May 1, 1996, the Company entered into a five year agreement to lease
office space and a motor bank in the Galleria area. The lease commenced on
November 11, 1996 with annual rental payments of approximately $1,200.
13. REGULATORY CAPITAL COMPLIANCE:
The Company and the Bank are subject to regulatory risk-based capital
requirements that assign risk factors to all assets, including off-balance sheet
items such as loan commitments and standby letters of credit. Capital is
separated into two categories, Tier 1 and Tier 2, which combine for total
capital. At September 30, 1996 and December 31, 1995, the Company's and Bank's
Tier 1 capital consists of their respective shareholders' equity and Tier 2
consists of the allowance for loans losses subject to certain limitations. The
guidelines require total capital of 8% of risk-weighted assets.
The Company's and Bank's regulatory capital position were as follows:
SEPTEMBER 30, 1996
(UNAUDITED) DECEMBER 31, 1995
------------------------- -------------------------
COMPUTED COMPUTED COMPUTED COMPUTED
CAPITAL PERCENT CAPITAL PERCENT
--------- --------- --------- ---------
Total capital........ $64,921 11.65%(1) $56,848 11.74%(1)
Tier 1 capital....... 59,494 10.68%(1) 51,927 10.72%(1)
Leverage ratio....... 6.52% 6.29%
- ------------
(1) Stated as a percent of risk-weighted assets as defined in OTS capital
regulations.
In conjunction with risk-based capital guidelines, the regulators have
issued capital leverage guidelines. The leverage ratio consists of Tier 1
capital as a percent of total assets. The minimum leverage ratio for all banks
is 3%, with a higher minimum ratio dependent upon the condition of the
individual bank. The
F-19
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
3% minimum was established to make certain that all banks have a minimum capital
level to support their assets, regardless of risk profile.
The Company and the Bank are also subject to certain restrictions on the
amount of dividends that they may declare without prior regulatory approval in
addition to dividend restrictions associated with the Bank Preferred Stock.
14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF
CREDIT RISK:
The Company is party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments include loan commitments and standby letters of
credit. These instruments involve, to varying degrees, elements of credit risk
in excess of the amounts recognized in the financial statements.
The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments and standby letters
of credit is represented by the contractual amount of those instruments. The
Company uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.
The amounts of financial instruments with off-balance sheet risk are as
follows:
DECEMBER 31, DECEMBER 31,
1995 1994
CONTRACT CONTRACT
AMOUNT AMOUNT
------------- -------------
Financial instruments whole contract
amounts represent credit risk:
Loan commitments including
unfunded lines of credit....... $ 229,865 $ 159,584
Standby letters of credit....... 20,332 17,845
Commercial letters of credit.... 848 1,112
------------- -------------
$ 251,045 $ 178,541
============= =============
Loan commitments are agreements to lend to a customer as long as there is
no violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and may require payment
of a fee.
Since many of the loan commitments and letters of credit may expire without
being drawn upon, the total commitment amount does not necessarily represent
future cash requirements. Standby letters of credit are conditional commitments
by the Company to guarantee the performance of a customer to a third party.
The Company evaluates each customer's credit worthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by the Company
upon extension of credit, is based on management's credit evaluation of the
counter party. Collateral held varies but may include certificates of deposit,
accounts receivable, inventory, property, plant and equipment, and real
property.
The Company originates real estate, commercial and consumer loans primarily
to customers in the greater Houston, Texas area. Although the Company has a
diversified loan portfolio, a substantial portion of its customers' ability to
honor their contracts is dependent upon the local Houston economy and the real
estate market.
The Company maintains funds on deposit at correspondent banks which at
times exceed the federally insured limits. Management of the Company monitors
the balance in the account and periodically assesses the financial condition of
correspondent banks.
F-20
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
15. FAIR VALUES OF FINANCIAL INSTRUMENTS:
Disclosure about fair value of financial instruments provided below is the
information required by Statement of Financial Accounting Standards No. 107,
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS ("SFAS 107"). These
amounts represent estimates of fair values at a point in time. Significant
estimates regarding economic conditions, loss experience, risk characteristics
associated with particular financial instruments and other factors were used for
the purposes of this disclosure. These estimates are subjective in nature and
involve matters of judgment. Therefore, they cannot be determined with
precision. Changes in the assumptions could have a material impact on the
amounts estimated.
While the estimated fair value amounts are designed to represent estimates
of the amounts at which these instruments could be exchanged in a current
transaction between willing parties, many of the Company's financial instruments
lack an available trading market as characterized by willing parties engaging in
an exchange transaction. In addition, it is the Company's intent to hold most of
its financial instruments to maturity and, therefore, it is not probable that
the fair values shown will be realized in a current transaction.
The estimated fair values disclosed do not reflect the value of assets and
liabilities that are not considered financial instruments. In addition, the
value of long-term relationships with depositors (core deposit intangibles) and
other customers is not reflected. The value of these items is significant.
Because of the wide range of valuation techniques and the numerous
estimates which must be made, it may be difficult to make reasonable comparisons
of the Company's fair value information to that of other financial institutions.
It is important that the many uncertainties discussed above be considered when
using the estimated fair value disclosures and to realize that because of these
uncertainties, the aggregate fair value amount should in no way be construed as
representative of the underlying value of the Company.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:
CASH AND CASH EQUIVALENTS: The carrying amounts reported in the
consolidated balance sheet for cash and cash equivalents approximate those
assets' fair values.
SECURITIES: Fair values for securities are based on quoted market prices.
FEDERAL HOME LOAN BANK STOCK: The fair value of stock in the Federal Home
Loan Bank of Dallas is estimated to be equal to its carrying amount given it is
not a publicly traded equity security, it has an adjustable dividend rate, and
all transactions in the stock are executed at the stated par value.
LOAN RECEIVABLES AND ACCRUED INTEREST RECEIVABLE: For variable-rate loans
that reprice frequently and with no significant change in credit risk, fair
values are based on carrying values. The fair value of all other loans are
estimated using discounted cash flow analyses, using interest rates currently
being offered for loans with similar terms to borrowers of similar credit
quality. The carrying amount of accrued interest approximates its fair value.
OFF-BALANCE-SHEET INSTRUMENTS: Fair values of the Company's
off-balance-sheet instruments (lending commitments and letters of credit) are
based on fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the counterparties' credit
standing.
DEPOSIT LIABILITIES AND ACCRUED INTEREST PAYABLE: The fair values
disclosed for demand deposits (e.g., interest and noninterest checking and money
market accounts) are, by definition, equal to the amount payable on demand at
the reporting date. Fair values for fixed-rate time deposits are estimated using
a discounted cash flow calculation that applies interest rates currently being
offered on certificates to a
F-21
<PAGE>
SOUTHWEST BANCORPORATION OF TEXAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 IS
UNAUDITED)
(DOLLARS IN THOUSANDS)
schedule of aggregated expected monthly maturities on time deposits. The
carrying amount of accrued interest approximates its fair value.
SHORT-TERM BORROWINGS: The carrying amounts of federal funds purchased,
borrowings under repurchase agreements, and other short-term borrowings
approximate their fair values.
The following table summarizes the carrying values and estimated fair
values of financial instruments (all of which are held for purposes other than
trading):
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------------- -----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks......... $ 57,310 $ 57,310 $ 42,952 $ 42,952
Fed funds sold.................. 23,885 23,885 18,490 18,490
Securities available for sale... 295,183 295,183 63,628 63,628
Securities held to maturity..... 87,839 83,610
Loans, net of allowance......... 433,338 434,036 354,010 350,400
Accrued interest receivable..... 5,974 5,974 4,119 4,119
LIABILITIES
Deposits........................ 672,640 673,147 489,836 489,408
Securities sold under repurchase
agreements.................... 95,638 95,638 42,448 42,448
Other short-term borrowings..... 1,287 1,287 8,819 8,819
Accrued interest payable........ 598 598 483 483
</TABLE>
The total fair value of the Company's loan commitments and standby letters
of credit was immaterial at December 31, 1995 and 1994.
16. SUPPLEMENTAL CASH FLOW INFORMATION:
The supplemental cash flow information for the years ended December 31,
1995, 1994 and 1993 was as follows:
DECEMBER 31,
-------------------------------
1995 1994 1993
--------- --------- ---------
Cash paid for interest............... $ 21,774 $ 11,356 $ 7,738
Cash paid for federal income tax..... 4,244 3,560 2,115
F-22
EXHIBIT 3.2
BYLAWS OF
SOUTHWEST BANCORPORATION OF TEXAS, INC.
(RESTATED AS AMENDED DECEMBER 31, 1996)
ARTICLE 1
OFFICES AND AGENT
The Corporation may have such offices, either within or without the
State of Texas, as the Board of Directors may designate or as the business of
the Corporation may require from time to time.
The registered office of the Corporation required by the Texas Business
Corporation Act to be maintained in the State of Texas may be, but need not be,
identical with the principal office in the State of Texas, as designated by the
Board of Directors. The address of the registered office or the identity of the
registered agent may be changed from time to time by the Board of Directors.
The address of the initial registered office of the Corporation is 4295
San Felipe, Houston, Texas 77027 and the name of the initial registered agent of
the Corporation at such address is Walter E. Johnson.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on such date in each year and at such time and place as may be
determined by the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of
Texas, such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated for any annual
meeting of the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, may be called by the Chairman of the Board, the
President or by the Board of Directors, and shall be called by the President at
the request of the holders of not less than one-third of all the outstanding
shares of the Corporation entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual or special meeting called by the Board of Directors. If no
designation is made, or if a special meeting be called otherwise than by the
Board of Directors, the place of meeting shall be the registered office of the
Corporation in the State of Texas.
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SECTION 4. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
President, or the Secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. Attendance by a
shareholder, whether in person or by proxy, at a shareholder's meeting shall
constitute a waiver of notice of such meeting of which he has had no notice.
SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed sixty days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may, by resolution, fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.
SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order, with
the address and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the Corporation, and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and opened at
the time and place of the meeting and shall be subject to the inspection by any
shareholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.
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SECTION 7. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, and represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders unless a lesser number is
specified in the Articles of Incorporation of the Corporation ("Quorum"). If
less than a Quorum is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a Quorum shall be present or represented, any
business may be transacted which might have been transacted as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a Quorum.
SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable.
SECTION 9. VOTING OF SHARES. Unless otherwise expressly provided in the
Articles of Incorporation of the Corporation, each outstanding share entitled to
vote shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
SECTION 10. ACTIONS WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof,
and such consent shall have the same force and effect as a unanimous vote of the
shareholders. Such writing, which may be in counterparts, shall be manually
executed if practicable; provided, however, that if circumstances so require,
effect shall be given to written consent transmitted by telegraph, telex,
telecopy or similar means of visual data transmission.
SECTION 11. TELEPHONE MEETINGS. Meetings of the shareholders of the
Corporation may be conducted by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear and speak to each other.
SECTION 12. ADVANCE NOTICE OF SHAREHOLDER NOMINATIONS AND PROPOSALS.
(a) ANNUAL MEETINGS. (1) Nominations of persons for election to the
Board of Directors of the Company and the proposal of business to be considered
by the shareholders may be made at an annual meeting of shareholders (A) by or
at the direction of the Board of Directors or (B) by any shareholder of the
Company who was a shareholder of record at the time of giving of notice provided
for in this bylaw, who is entitled to vote at such meeting and who complies with
the notice procedures set forth in this bylaw.
(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (B) of
paragraph (a)(1) of this bylaw, the shareholder must have given timely
notice thereof in writing to the Secretary of the Company and, with
respect to business other than a director nomination, must otherwise be
a proper matter for shareholder action. To be timely,
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a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Company not later than the close of
business on the 70th day prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 20 days before
such anniversary date, notice by the shareholder to be timely must be so
delivered not later than the close of business on the 10th day following
the day on which public disclosure of the date of such meeting is first
made by the Company. In no event shall the public disclosure of an
adjournment of an annual meeting commence a new time period for the
giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (A) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (B) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (C) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the Company's books, and of such
beneficial owner, (ii) the class or series and number of shares of the
Company which are owned beneficially and of record by such shareholder
and such beneficial owner, and (iii) a description of any material
interest of such shareholder or beneficial owner in such proposal.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Company is
increased and there is no public disclosure by the Company naming all of
the nominees for director or specifying the size of the increased Board
of Directors at least 80 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this
bylaw shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered
to the Secretary at the principal executive offices of the Company not
later than the close of business on the 10th day following the day on
which such public disclosure of the increased Board is first made by the
Company.
(b) SPECIAL MEETINGS. Only such business shall be conducted at a special
meeting of shareholders as shall have been brought before the meeting pursuant
to the Company's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the Company's notice of meeting (A) by
or at the direction of the Board of Directors or (B) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
shareholder of the Company who is a shareholder of record at the time of giving
of notice provided for in this bylaw,
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who shall be entitled to vote at the meeting and who complies with the notice
procedures set forth in this bylaw. In the event the Company calls a special
meeting of shareholders for the purpose of electing one or more directors to the
Board of Directors, any such shareholder may nominate a person or persons (as
the case may be), for election to such position(s) as specified in the Company's
notice of meeting, if the shareholder's notice required by paragraph (a)(2) of
this bylaw shall be delivered to the Secretary at the principal executive
offices of the Company not later than the close of business on the 10th day
following the day on which public disclosure is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public disclosure of an
adjournment of a special meeting commence a new time period for the giving of a
shareholder's notice as described above.
(c) GENERAL. (1) Only such persons who are nominated in accordance with
the procedures set forth in this bylaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this bylaw. Except as otherwise provided by law, the Articles of
Incorporation or these bylaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this bylaw and, if any proposed
nomination or business is not in compliance with this bylaw, to declare that
such defective proposal or nomination shall be disregarded.
(2) For purposes of this bylaw, "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this bylaw, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this bylaw. Nothing in this bylaw shall be
deemed to affect any rights (A) of shareholders to request inclusion of
proposals in the Company's proxy statement pursuant to Rule 14a-8 under
the Exchange Act or (B) of the holders of any series of Preferred Stock
to elect directors under specified circumstances.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWER. The business and affairs of the Corporation
shall be managed by its Board of Directors except as the Board of Directors
shall delegate the power to so manage to the Executive Committee or other
committee.
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SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights of
the holders of any series of Preferred Stock or any other series or class of
stock to elect additional directors under specific circumstances, the number of
directors of the Corporation shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of directors then serving on the Board of Directors (including for this
purpose in such total any vacancies).
Commencing with the approval by the Corporation's shareholders of this
bylaw, the directors, other than those who may be elected by the holders of any
series of Preferred Stock or any other series or class of stock, shall be
divided into three classes, as nearly equal in number as possible. One class of
directors (which shall be designated Class I) shall be initially elected for a
term expiring at the annual meeting of shareholders to be held in 1997, another
class (which shall be designated Class II) shall be initially elected for a term
expiring at the annual meeting of shareholders to be held in 1998, and another
class (which shall be designated Class III) shall be initially elected for a
term expiring at the annual meeting of shareholders to be held in the year 1999.
Members of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the shareholders of the
Corporation, the successor or successors of the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of shareholders held in the third year following the year of
their election.
A director need not be a resident of the State of Texas or a shareholder
of the Corporation.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice other than this bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Texas, for the holding of additional regular meetings without notice
other than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President
or any two directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the State
of Texas, as the place for holding any special meeting called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
two days prior thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram, telecopy or similar means of
visual data transmission. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, telex, telecopy or similar means of
visual data transmission, such notice shall be deemed to be delivered when
transmitted for delivery to the recipient. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because that
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice, or waiver of notice of such meeting.
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SECTION 6. QUORUM. A majority of the number of directors fixed in
accordance with Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING.
(a) ACTIONS AT A MEETING. Except as provided in Paragraph (b) of this
Section 7, the act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
(b) ACTIONS WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors or the Executive Committee or any
other committee may be taken without a meeting, if a consent in writing, setting
forth the action so taken, is signed by all of the members of the Board of
Directors, Executive Committee or other committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
Such writing, which may be in counterparts, shall be manually executed if
practicable; provided, however, that if circumstances so require, effect shall
be given to written consent transmitted by telegraph, telex, telecopy, or
similar means of visual data transmission.
(c) TELEPHONE MEETINGS. Meetings of the Board of Directors of the
Corporation may be conducted by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear and speak to each other.
SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of (a) the holders of a majority of the
outstanding shares entitled to vote thereon at an annual or special meeting of
shareholders called for that purpose, or (b) a majority of the remaining
directors though less than a quorum of the Board of Directors. A person elected
to fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
A vacancy shall be deemed to exist by reason of the death or resignation
of the person elected, or upon the failure of shareholders to elect directors to
fill the unexpired term of directors removed in accordance with the provisions
of Section 9 of this Article III.
A directorship to be filled by reason of an increase in the number of
directors may be filled (a) by the affirmative vote by the holders of a majority
of the outstanding shares entitled to vote thereon at an annual or special
meeting of shareholders called for that purpose or (b) by the board of directors
for a term of office continuing only until the next election of one or more
directors by the shareholders; provided, that the board of directors may not
fill more than two such directorships during the period between any two
successive annual meetings of shareholders.
SECTION 9. REMOVAL. Subject to the rights of the holders of any series
of Preferred Stock or any other series or class of stock to elect directors
under specific circumstances, any director may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of at
least a majority of the voting power of the then outstanding capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class.
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SECTION 10. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 11. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors in which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES. There may be established an
Executive Committee, and one or more other committees, composed of one or more
directors designated by resolution adopted by a majority of the full number of
directors of the Board of Directors as fixed in accordance with Section 2 of
this Article III. The Executive Committee or such other committees may meet at
stated times, or on notice to all members by any one member. Vacancies in the
membership of the Executive Committee or such other committees shall be filled
by a majority vote of the full number of directors on the Board of Directors at
a regular meeting or at a special meeting called for that purpose. During the
intervals between meetings of the Board, the Executive Committee, if it shall
have been established, may advise and aid the officers of the Corporation in all
matters concerning its interest and the management of its business, and shall
generally perform such duties and exercise such powers as may be directed or
delegated by the Board of Directors from time to time. The Board of Directors
may delegate to the Executive Committee or such other committees the authority
to exercise all the powers of the Board of Directors, including the power to
declare dividends or to authorize the issuance of shares of the Corporation,
except where action of the full Board of Directors is required by the Texas
Business Corporation Act. The designation of and delegation of power to the
Executive Committee shall not operate to relieve the Board of Directors, or any
members thereof, of any responsibility imposed upon it or him by law.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice-Presidents (the number thereof to be
determined by the Board of Directors), a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same person.
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SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the regular meeting of
the Board of Directors held after each annual meeting of the shareholders. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as may be convenient. Each officer shall hold office
until his successor shall have been duly elected and shall have been qualified,
or until his death, or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the Board of Directors and shareholders, and
shall have and may exercise such other powers as are from time to time assigned
to him by the Board of Directors.
SECTION 6. PRESIDENT. The President shall be the chief executive officer
of the Corporation unless the Board of Directors designates the Chairman of the
Board as the chief executive officer. The chief executive officer, subject to
the control of the Board of Directors, shall in general supervise and control
all of the business and affairs of the Corporation. The President shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the shareholders and of the Board of Directors. He shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.
SECTION 7. THE VICE PRESIDENTS. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice President (or
should there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation
then in the order of their election) shall perform the duties of President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. He shall perform such other duties as from time
to time may be assigned to him by the President or the Board of Directors.
SECTION 8. THE SECRETARY. The Secretary shall: (a) keep the minutes of
the shareholders' and the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws, or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation, and see that the seal
of the Corporation is affixed to all documents as may be necessary or
appropriate; (d) keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general,
perform all duties incident to the office of Secretary, and such other duties as
from time to time may be designated to him by the President or the Board of
Directors.
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SECTION 9. THE TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum, and with such surety or sureties, as the Board of Directors shall
determine. He shall: (a) have charge and custody of, and be responsible for, all
funds and securities of the Corporation from any source whatsoever, and deposit
all such moneys in the name of the Corporation in such banks, trust companies,
or other depositories as shall be selected by the Board of Directors; and (b) in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.
SECTION 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries when authorized by the Board of Directors may sign with
the President, or a Vice President, certificates for shares of the Corporation
the issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall, respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
SECTION 11. SALARIES. The salaries, if any, of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE V
CERTIFICATES FOR SHARES, TRANSFER AND REPLACEMENT
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of the Board, the
President or a Vice President, and by the Secretary or an Assistant Secretary.
If such certificates are signed or countersigned by a transfer agent or
registrar, other than the Corporation, such signature of the Chairman of the
Board, the President or a Vice President and Secretary or Assistant Secretary,
and the seal of the Corporation, or any of them, may be executed in facsimile,
engraved or printed. If any officer who has signed or whose facsimile signature
has been placed on any certificate shall have ceased to be such officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if the officer has not ceased to be such at the date of issue. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, stolen or destroyed
certificate a new one may be issued therefor provided in Section 3 of this
Article V.
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SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof, or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney, duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation shall
issue a new certificate in place of any certificate for shares previously issued
if the registered owner of the certificate: (a) makes proof in affidavit form
that it has been lost, destroyed or wrongfully taken; (b) requests the issuance
of a new certificate before the Corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of an
adverse claim; (c) gives a bond in such form, and with such surety or sureties,
with fixed or open penalty, as the Corporation may direct, to indemnify the
Corporation (and its transfer agent and registrar, if any) against any claim
that may be made on account of the alleged loss, destruction or theft of the
certificate; and (d) satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer or for a new certificate.
ARTICLE VI
FISCAL YEAR
The Board of Directors shall, by resolution, fix the fiscal year of the
Corporation.
ARTICLE VII
DIVIDENDS
The Board of Directors or the Executive Committee, if so authorized by a
resolution of the Board of Directors, may from time to time declare that the
Corporation may pay dividends on its outstanding shares in the manner provided
by law.
ARTICLE VIII
SEAL
The Board of Directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation.
-11-
<PAGE>
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these bylaws, the Articles
of Incorporation or the Texas Business Corporation Act, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE X
PARTICIPATION OF DIRECTORS AND
OFFICERS IN RELATED BUSINESS
Unless otherwise provided by contract, officers and directors of this
Corporation may hold positions as officers and directors of other corporations,
in related businesses, and their efforts to advance the interest of those
corporations will not create a breach of fiduciary duty to this Corporation in
the absence of bad faith.
ARTICLE XI
AMENDMENTS
The power to alter, amend or repeal the bylaws or adopt new bylaws
shall be vested in the Board of Directors.
-12-
EXHIBIT 3.3
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SOUTHWEST BANCORPORATION, INC.
Pursuant to the provisions of article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its articles of incorporation:
ARTICLE ONE
The name of the corporation is Southwest Bancorporation, Inc.
ARTICLE TWO
Article 1 of the Articles of Incorporation is hereby amended to read in
its entirety as follows:
"ARTICLE 1.
The name of the Corporation is Southwest Bancorporation of Texas, Inc."
Section 4.1 of Article 4 of the Articles of Incorporation is hereby
amended to read in its entirety as follows:
"Section 4.1. AUTHORIZED SHARES. The aggregate number of all
classes of stock which the Corporation has authority to issue is
51,000,000 shares, of which (A) 50,000,000 shares shall be Common
Stock having a par value of $1.00 per share, and (B) 1,000,000
shares shall be Preferred Stock with a par value of $.01 per share,
which may be divided into and issued in series as set forth in this
Article 4."
New Sections 7.4 and 7.5 are hereby added to Article 7 of the Articles of
Incorporation at the end of such Article 7 as follows:
"Section 7.4. SPECIAL MEETINGS OF SHAREHOLDERS. The
shareholders of the Corporation shall have the power to call a
special meeting of the shareholders of the Corporation only upon a
written request delivered to the Corporation signed by holders of at
least one-third of the outstanding shares entitled to vote at the
proposed special meeting.
Section 7.5. AMENDMENT OF BYLAWS. The power to amend the
Bylaws of the Corporation shall be vested exclusively in the Board
of Directors."
-1-
<PAGE>
ARTICLE THREE
The above amendments were adopted by the shareholders of the corporation
on December 17, 1996.
ARTICLE FOUR
At the time of adoption, 3,094,006 shares of common stock and no shares of
preferred stock were outstanding, and all of such outstanding shares were
entitled to vote on such amendments.
ARTICLE FIVE
The number of shares voted in favor of such amendments was 2,075,729, and
the number of shares voted against such amendments was 0.
Dated the 17th day of December, 1996.
SOUTHWEST BANCORPORATION, INC.
By: /s/ DAVID C. FARRIES
David C. Farries
Executive Vice President
EXHIBIT 10.4
SOUTHWEST BANCORPORATION OF TEXAS, INC.
1996 STOCK OPTION PLAN
I. PURPOSE OF THE PLAN
The SOUTHWEST BANCORPORATION OF TEXAS, INC. 1996 STOCK OPTION PLAN (the
"Plan") is intended to provide a means whereby certain employees of SOUTHWEST
BANCORPORATION OF TEXAS, INC., a Texas corporation (the "Company"), and its
subsidiaries may develop a sense of proprietorship and personal involvement in
the development and financial success of the Company, and to encourage them to
remain with and devote their best efforts to the business of the Company,
thereby advancing the interests of the Company and its shareholders.
Accordingly, the Company may grant to certain employees ("Optionees") the option
("Option") to purchase shares of the common stock, $1.00 par value, of the
Company ("Stock"), as hereinafter set forth. Options granted under the Plan may
be either incentive stock options, within the meaning of section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), ("Incentive Stock
Options") or options which do not constitute Incentive Stock Options.
II. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of, and
appointed by, the Board of Directors of the Company (the "Board"), and the
Committee shall be (a) comprised solely of two or more outside directors (within
the meaning of section 162(m) of the Code and applicable interpretive authority
thereunder), and (b) constituted so as to permit the Plan to comply with Rule
16b-3, as currently in effect or as hereinafter modified or amended ("Rule
16b-3"), promulgated under the Securities Exchange Act of 1934, as amended (the
"1934 Act"). The Committee shall have sole authority to select the Optionees
from among those individuals eligible hereunder and to establish the number of
shares which may be issued under each Option; provided, however, that,
notwithstanding any provision in the Plan to the contrary, the maximum number of
shares that may be subject to Options granted under the Plan to an individual
Optionee during any calendar year may not exceed 250,000 (subject to adjustment
in the same manner as provided in Paragraph VIII hereof with respect to shares
of Stock subject to Options then outstanding). The limitation set forth in the
preceding sentence shall be applied in a manner which will permit compensation
generated under the Plan to constitute "performance-based" compensation for
purposes of section 162(m) of the Code, including, without limitation, counting
against such maximum number of shares, to the extent required under section
162(m) of the Code and applicable interpretive authority thereunder, any shares
subject to Options that are canceled or repriced. In selecting the Optionees
from among individuals eligible hereunder and in establishing the number of
shares that may be issued under each Option, the Committee may take into account
the nature of the services rendered by such individuals, their present and
potential contributions to the Company's success and such other factors as the
Committee in its discretion shall deem relevant. The Committee is authorized to
interpret the Plan and may from time to time adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan. All decisions made by the Committee in selecting the Optionees, in
establishing the number of shares which may be issued under each Option
<PAGE>
and in construing the provisions of the Plan shall be final. If a Committee is
not appointed by the Board, the Board shall act as the Committee for purposes of
the Plan.
III. OPTION AGREEMENTS
(a) Each Option shall be evidenced by a written agreement between the
Company and the Optionee ("Option Agreement") which shall contain such terms and
conditions as may be approved by the Committee. The terms and conditions of the
respective Option Agreements need not be identical. Specifically, an Option
Agreement may provide for the surrender of the right to purchase shares under
the Option in return for a payment in cash or shares of Stock or a combination
of cash and shares of Stock equal in value to the excess of the fair market
value of the shares with respect to which the right to purchase is surrendered
over the option price therefor ("Stock Appreciation Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe; provided,
that, except as provided in Subparagraph VIII(c) hereof, the Committee shall
retain final authority (i) to determine whether an Optionee shall be permitted,
or (ii) to approve an election by an Optionee, to receive cash in full or
partial settlement of Stock Appreciation Rights. Moreover, an Option Agreement
may provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Stock (plus cash if necessary) having a fair
market value equal to such option price.
(b) For all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the mean of the high and low sales
prices of the Stock (i) reported by the National Market System of NASDAQ on that
date or (ii) if the Stock is listed on a national stock exchange, reported on
the stock exchange composite tape on that date; or, in either case, if no prices
are reported on that date, on the last preceding date on which such prices of
the Stock are so reported. If the Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Stock on the most
recent date on which Stock was publicly traded. In the event Stock is not
publicly traded at the time a determination of its value is required to be made
hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.
(c) Each Option and all rights granted thereunder shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, and shall be exercisable during the Optionee's lifetime only
by the Optionee or the Optionee's guardian or legal representative.
IV. ELIGIBILITY OF OPTIONEE
Options may be granted only to individuals who are employees (including
officers and directors who are also employees) of the Company or any parent or
subsidiary corporation (as defined in section 424 of the Code) of the Company at
the time the Option is granted; provided, however, that Options which do not
constitute Incentive Stock Options may be granted to individuals who are
directors (but not also employees) of the Company or any such parent or
subsidiary
<PAGE>
corporation. Options may be granted to the same individual on more than one
occasion. No Incentive Stock Option shall be granted to an individual if, at the
time the Option is granted, such individual owns stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or of
its parent or subsidiary corporation, within the meaning of section 422(b)(6) of
the Code, unless (i) at the time such Option is granted the option price is at
least 110% of the fair market value of the Stock subject to the Option and (ii)
such Option by its terms is not exercisable after the expiration of five years
from the date of grant. To the extent that the aggregate fair market value
(determined at the time the respective Incentive Stock Option is granted) of
stock with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all incentive stock
option plans of the Company and its parent and subsidiary corporations exceeds
$100,000, such excess Incentive Stock Options shall be treated as Options which
do not constitute Incentive Stock Options. The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of an Optionee's Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the Optionee of such determination as soon as practicable after
such determination.
V. SHARES SUBJECT TO THE PLAN
The aggregate number of shares which may be issued under Options granted
under the Plan shall not exceed 650,000 shares of Stock. Such shares may consist
of authorized but unissued shares of Stock or previously issued shares of Stock
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Options at the termination of the Plan shall
cease to be subject to the Plan, but, until termination of the Plan, the Company
shall at all times make available a sufficient number of shares to meet the
requirements of the Plan. Should any Option hereunder expire or terminate prior
to its exercise in full, the shares theretofore subject to such Option may again
be subject to an Option granted under the Plan to the extent permitted under
Rule 16b-3. The aggregate number of shares which may be issued under the Plan
shall be subject to adjustment in the same manner as provided in Paragraph VIII
hereof with respect to shares of Stock subject to Options then outstanding.
Exercise of an Option in any manner, including an exercise involving a Stock
Appreciation Right, shall result in a decrease in the number of shares of Stock
which may thereafter be available, both for purposes of the Plan and for sale to
any one individual, by the number of shares as to which the Option is exercised.
Separate stock certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option and for those
shares acquired pursuant to the exercise of any Option which does not constitute
an Incentive Stock Option.
VI. OPTION PRICE
The purchase price of Stock issued under each Option shall be determined
by the Committee, but in the case of an Incentive Stock Option, such purchase
price shall not be less than the fair market value of Stock subject to the
Option on the date the Option is granted.
<PAGE>
VII. TERM OF PLAN
The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the shareholders of the Company within twelve
months thereafter. Notwithstanding any provision in this Plan or in any Option
Agreement, no Option shall be exercisable prior to such shareholder approval.
Except with respect to Options then outstanding, if not sooner terminated under
the provisions of Paragraph IX, the Plan shall terminate upon and no further
Options shall be granted after the expiration of ten years from the date of its
adoption by the Board.
VIII. RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
(b) The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company recapitalizes, reclassifies its capital stock, or
otherwise changes its capital structure (a "recapitalization"), the number and
class of shares of Stock covered by an Option theretofore granted shall be
adjusted so that such Option shall thereafter cover the number and class of
shares of stock and securities to which the Optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to the
recapitalization, the Optionee had been the holder of record of the number of
shares of Stock then covered by such Option. If (i) the Company shall not be the
surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity), (ii) the Company sells, leases or
exchanges all or substantially all of its assets to any other person or entity,
(iii) the Company is to be dissolved and liquidated, (iv) any person or entity,
including a "group" as contemplated by Section 13(d)(3) of the 1934 Act,
acquires or gains ownership or control (including, without limitation, power to
vote) of more than 50% of the outstanding shares of the Company's voting stock
(based upon voting power), or (v) as a result of or in connection with a
contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board (each
such event is referred to herein as a "Corporate Change"), no later than (a) ten
days after the approval by the shareholders of the Company of such merger,
consolidation, reorganization, sale, lease or exchange of assets or dissolution
or such election of directors or (b) thirty days after a change of control of
the
<PAGE>
type described in Clause (iv), the Committee, acting in its sole discretion
without the consent or approval of any Optionee, shall act to effect one or more
of the following alternatives, which may vary among individual Optionees and
which may vary among Options held by any individual Optionee: (1) accelerate the
time at which Options then outstanding may be exercised so that such Options may
be exercised in full for a limited period of time on or before a specified date
(before or after such Corporate Change) fixed by the Committee, after which
specified date all unexercised Options and all rights of Optionees thereunder
shall terminate, (2) require the mandatory surrender to the Company by selected
Optionees of some or all of the outstanding Options held by such Optionees
(irrespective of whether such Options are then exercisable under the provisions
of the Plan) as of a date, before or after such Corporate Change, specified by
the Committee, in which event the Committee shall thereupon cancel such Options
and the Company shall pay to each Optionee an amount of cash per share equal to
the excess, if any, of the amount calculated in Subparagraph (d) below (the
"Change of Control Value") of the shares subject to such Option over the
exercise price(s) under such Options for such shares, (3) make such adjustments
to Options then outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may determine in its
sole discretion that no adjustment is necessary to Options then outstanding) or
(4) provide that the number and class of shares of Stock covered by an Option
theretofore granted shall be adjusted so that such Option shall thereafter cover
the number and class of shares of stock or other securities or property
(including, without limitation, cash) to which the Optionee would have been
entitled pursuant to the terms of the agreement of merger, consolidation or sale
of assets and dissolution if, immediately prior to such merger, consolidation or
sale of assets and dissolution, the Optionee had been the holder of record of
the number of shares of Stock then covered by such Option.
(d) For the purposes of clause (2) in Subparagraph (c) above, the "Change
of Control Value" shall equal the amount determined in clause (i), (ii) or
(iii), whichever is applicable, as follows: (i) the per share price offered to
shareholders of the Company in any such merger, consolidation, reorganization,
sale of assets or dissolution transaction, (ii) the price per share offered to
shareholders of the Company in any tender offer or exchange offer whereby a
Corporate Change takes place, or (iii) if such Corporate Change occurs other
than pursuant to a tender or exchange offer, the fair market value per share of
the shares into which such Options being surrendered are exercisable, as
determined by the Committee as of the date determined by the Committee to be the
date of cancellation and surrender of such Options. In the event that the
consideration offered to shareholders of the Company in any transaction
described in this Subparagraph (d) or Subparagraph (c) above consists of
anything other than cash, the Committee shall determine the fair cash equivalent
of the portion of the consideration offered which is other than cash.
(e) Any adjustment provided for in Subparagraphs (b) or (c) above shall be
subject to any required shareholder action.
(f) Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason
<PAGE>
thereof shall be made with respect to, the number of shares of Stock subject to
Options theretofore granted or the purchase price per share.
IX. AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided, that no change in any Option theretofore granted may be
made which would impair the rights of the Optionee without the consent of such
Optionee; and provided, further, that (i) the Board may not make any alteration
or amendment which would decrease any authority granted to the Committee
hereunder in contravention of Rule 16b-3 and (ii) the Board may not make any
alteration or amendment which would materially increase the benefits accruing to
participants under the Plan, increase the aggregate number of shares which may
be issued pursuant to the provisions of the Plan, change the class of
individuals eligible to receive Options under the Plan or extend the term of the
Plan, without the approval of the shareholders of the Company.
X. SECURITIES LAWS
(a) The Company shall not be obligated to issue any Stock pursuant to any
Option granted under the Plan at any time when the offering of the shares
covered by such Option have not been registered under the Securities Act of 1933
and such other state and federal laws, rules or regulations as the Company or
the Committee deems applicable and, in the opinion of legal counsel for the
Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the offering and sale of such shares.
It is intended that the Plan and any grant of an Option made to a person
subject to Section 16 of the 1934 Act meet all of the requirements of Rule
16b-3. If any provision of the Plan or any such Option would disqualify the Plan
or such Option under, or would otherwise not comply with, Rule 16b-3, such
provision or Option shall be construed or deemed amended to conform to Rule
16b-3.
EXHIBIT 10.5
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made this ______ day of ___________, 199__, between SOUTHWEST
BANCORPORATION OF TEXAS, INC., a Texas corporation (the "Company"), and
____________________________ ("Employee").
To carry out the purposes of the SOUTHWEST BANCORPORATION OF TEXAS, INC.
1996 STOCK OPTION PLAN (the "Plan"), by affording Employee the opportunity to
purchase shares of the common stock of the Company ("Stock"), and in
consideration of the mutual agreements and other matters set forth herein and in
the Plan, the Company and Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee the
right and option ("Option") to purchase all or any part of an aggregate of
___________ shares of Stock, on the terms and conditions set forth herein and in
the Plan, which Plan is incorporated herein by reference as a part of this
Agreement. Exercise of this Option is subject to, and contingent upon, approval
of the Plan by the shareholders of the Company on or before 12 months after the
date the Plan was adopted by the Board of Directors of the Company. This Option
is intended to constitute an incentive stock option, within the meaning of
section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $________ per share, which has been determined
to be not less than the fair market value of the Stock at the date of grant of
this Option. For all purposes of this Agreement, fair market value of Stock
shall be determined in accordance with the provisions of the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Chief
Executive Officer at any time and from time to time after the date of grant
hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares offered
by this Option determined by the number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:
PERCENTAGE OF SHARES
NUMBER OF FULL YEARS THAT MAY BE PURCHASED
-1-
<PAGE>
This Option may be exercised only while Employee remains an employee of
the Company and will terminate and cease to be exercisable upon Employee's
termination of employment with the Company, except that:
(a) If Employee dies while in the employ of the Company, Employee's
estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Employee,
may exercise this Option at any time during the period of one year
following the date of Employee's death, but only as to the number of
shares Employee was entitled to purchase hereunder as of the date of
Employee's death.
(b) If Employee's employment with the Company terminates for any
reason other than as described in (a) above, unless Employee voluntarily
terminates such employment or such employment is terminated for cause,
this Option may be exercised by Employee at any time during the period of
three months following such termination, or by Employee's estate (or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee) during a
period of one year following Employee's death if Employee dies during such
three-month period, but in each case only as to the number of shares
Employee was entitled to purchase hereunder as of the date Employee's
employment so terminates. The Committee appointed by the Board of
Directors of the Company to administer the Plan (the "Committee") may, in
its sole discretion, advise Employee in writing, prior to a voluntary
termination of Employee's employment, that such termination will be
treated for purposes of this paragraph as an involuntary termination for a
reason other than cause. As used in this paragraph, the term "cause" shall
mean Employee's gross negligence or willful misconduct in performance of
the duties of his employment, or Employee's final conviction of a felony
or of a misdemeanor involving moral turpitude.
This Option shall not be exercisable in any event after the expiration of ten
years from the date of grant hereof. The purchase price of shares as to which
this Option is exercised shall be paid in full at the time of exercise (a) in
cash (including check, bank draft or money order payable to the order of the
Company), or (b) by delivering to the Company shares of Stock having a fair
market value equal to the purchase price, or (c) a combination of cash and
Stock. No fraction of a share of Stock shall be issued by the Company upon
exercise of an Option or accepted by the Company in payment of the exercise
price thereof; rather, Employee shall provide a cash payment for such amount as
is necessary to effect the issuance and acceptance of only whole shares of
Stock. Unless and until a certificate or certificates representing such shares
shall have been issued by the Company to Employee, Employee (or the person
permitted to exercise this Option in the event of Employee's death) shall not be
or have any of the rights or privileges of a shareholder of the Company with
respect to shares acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this Option results
in compensation income to Employee for federal or state income tax purposes,
Employee shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income.
-2-
<PAGE>
Upon an exercise of this Option, the Company is further authorized in its
discretion to satisfy any such withholding requirement out of any cash or shares
of Stock distributable to Employee upon such exercise.
5. STATUS OF STOCK. The Company intends to register for issuance under the
Securities Act of 1933, as amended (the "Act") the shares of Stock acquirable
upon exercise of this Option, and to keep such registration effective throughout
the period this Option is exercisable. In the absence of such effective
registration or an available exemption from registration under the Act, issuance
of shares of Stock acquirable upon exercise of this Option will be delayed until
registration of such shares is effective or an exemption from registration under
the Act is available. The Company intends to use its best efforts to ensure that
no such delay will occur. In the event exemption from registration under the Act
is available upon an exercise of this Option, Employee (or the person permitted
to exercise this Option in the event of Employee's death or incapacity), if
requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Committee deems appropriate in order to assure compliance with applicable
securities laws, and (ii) that the Company may refuse to register the transfer
of the shares of Stock purchased under this Option on the stock transfer records
of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
laws and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee remains
an employee of either the Company, a parent or subsidiary corporation (as
defined in section 424 of the Code) of the Company, or a corporation or a parent
or subsidiary of such corporation assuming or substituting a new option for this
Option. Any question as to whether and when there has been a termination of such
employment, and the cause of such termination, shall be determined by the
Committee and its determination shall be final.
7. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Employee.
8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
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<PAGE>
SOUTHWEST BANCORPORATION OF
TEXAS, INC.
BY:________________________________________
________________________________________
EMPLOYEE
-4-
EXHIBIT 10.6
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ____ day of ________, 199___, between SOUTHWEST
BANCORPORATION OF TEXAS, INC., a Texas corporation (the "Company") and
______________________________ ("Employee").
To carry out the purposes of the SOUTHWEST BANCORPORATION OF TEXAS, INC.
1996 STOCK OPTION PLAN (the "Plan"), by affording Employee the opportunity to
purchase shares of common stock of the Company ("Stock"), and in consideration
of the mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee the
right and option ("Option") to purchase all or any part of an aggregate of
________________ shares of Stock, on the terms and conditions set forth herein
and in the Plan, which Plan is incorporated herein by reference as a part of
this Agreement. This Option shall not be treated as an incentive stock option
within the meaning of section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code").
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $_______ per share.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Chief
Executive Officer, at any time and from time to time after the date of grant
hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares offered
by this Option determined by the number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:
PERCENTAGE OF SHARES
NUMBER OF FULL YEARS THAT MAY BE PURCHASED
-------------------- ---------------------
This Option may be exercised only while Employee remains an employee of
the Company and will terminate and cease to be exercisable upon Employee's
termination of employment with the Company, except that:
-1-
<PAGE>
(a) If Employee dies while in the employ of the Company, Employee's
estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Employee,
may exercise this Option at any time during the period of one year
following the date of Employee's death, but only as to the number of
shares Employee was entitled to purchase hereunder as of the date of
Employee's death.
(b) If Employee's employment with the Company terminates for any
reason other than as described in (a) above, unless Employee voluntarily
terminates such employment or such employment is terminated for cause,
this Option may be exercised by Employee at any time during the period of
three months following such termination, or by Employee's estate (or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee) during a
period of one year following Employee's death if Employee dies during such
three-month period, but in each case only as to the number of shares
Employee was entitled to purchase hereunder upon exercise of this Option
as of the date Employee's employment so terminates. The Committee
appointed by the Board of Directors of the Company to administer the Plan
(the "Committee") may, in its sole discretion, advise Employee in writing,
prior to a voluntary termination of Employee's employment, that such
termination will be treated for purposes of this paragraph as an
involuntary termination for a reason other than cause. As used in this
paragraph, the term "cause" shall mean Employee's gross negligence or
willful misconduct in performance of the duties of Employee's employment,
or Employee's final conviction of a felony or of a misdemeanor involving
moral turpitude.
This Option shall not be exercisable in any event after the expiration of ten
years from the date of grant hereof. The purchase price of shares as to which
this Option is exercised shall be paid in full at the time of exercise (a) in
cash (including check, bank draft or money order payable to the order of the
Company), (b) by delivering to the Company shares of Stock having a fair market
value equal to the purchase price, or (c) any combination of cash or Stock. No
fraction of a share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the purchase price thereof;
rather, Employee shall provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and
until a certificate or certificates representing such shares shall have been
issued by the Company to Employee, Employee (or the person permitted to exercise
this Option in the event of Employee's death) shall not be or have any of the
rights or privileges of a shareholder of the Company with respect to shares
acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this Option results
in compensation income to Employee for federal or state income tax purposes,
Employee shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income. Upon an exercise of
this Option, the Company is further authorized in its discretion to satisfy any
such withholding requirement out of any cash or shares of Stock distributable to
Employee upon such exercise.
-2-
<PAGE>
5. STATUS OF STOCK. The Company intends to register for issuance under the
Securities Act of 1933, as amended (the "Act") the shares of Stock acquirable
upon exercise of this Option, and to keep such registration effective throughout
the period this Option is exercisable. In the absence of such effective
registration or an available exemption from registration under the Act, issuance
of shares of Stock acquirable upon exercise of this Option will be delayed until
registration of such shares is effective or an exemption from registration under
the Act is available. The Company intends to use its best efforts to ensure that
no such delay will occur. In the event exemption from registration under the Act
is available upon an exercise of this Option, Employee (or the person permitted
to exercise this Option in the event of Employee's death or incapacity), if
requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee remains
an employee of either the Company, a parent or subsidiary corporation (as
defined in section 424 of the Code) of the Company, or a corporation or a parent
or subsidiary of such corporation assuming or substituting a new option for this
Option. Any question as to whether and when there has been a termination of such
employment, and the cause of such termination, shall be determined by the
Committee, and its determination shall be final.
7. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Employee.
8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
-3-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
SOUTHWEST BANCORPORATION OF
TEXAS, INC.
BY:________________________________________
________________________________________
EMPLOYEE
-4-
EXHIBIT 10.7
SOUTHWEST BANK OF TEXAS, N.A.
BOARD OF DIRECTORS
STOCK OPTION PLAN
(Assumed by Southwest Bancorporation of Texas, Inc.
Effective June 30, 1996)
The duties of a Director are numerous. This plan, however, shall focus on
two primary director functions. There are as 1) the elected representatives of
the shareholders who serve as stewards of the bank's resources and who determine
the bank's policies and direction, and 2) the marketers of the bank's services.
As the nature of the Bank has evolved and the banking climate in Houston
has changed, the second of these functions has become increasingly important.
Simply stated, Southwest Bank of Texas has enjoyed excellent growth and results
due partly to the initiative and energy of the management team and partly
because our competitors were in a state of flux and reorganization. The
landscape has changed and each Director must become a proponent and marketer of
Southwest Bank of Texas to an ever greater extent.
To serve as an incentive for this, a Director can earn a stock option of
360 shares by introducing to the Bank twelve legitimate prospects in a calendar
year period. The compilation will be done on a quarterly basis (i.e. three
prospects every three months earns an option for 90 shares).
Additionally, directors will be awarded options for attendance and
participation at monthly directors' meetings and committee meetings.
The plan is as follows:
Maximum
Option Shares for year
------------- --------
Attendance at monthly
Director's meeting
Service of ..................... 30/month 360
Introduction of
prospects to the
Bank at the rate
of twelve per year ............. 30/prospect 360
Attendance at
committee meeting .............. 20/meeting Various
Service as committee
chair at meeting in
addition to above .............. 10/meeting Various
<PAGE>
Service
Chairman of the Board
of Directors 500 shares
The shares listed above shall accumulate through the year and one option
will be issued before the end of December. The strike price of the option shall
be the price of the last market transaction of the year or the appraised value
of the Bank's stock as determined by a qualified, independent appraiser.
JWJ:tls
EXHIBIT 10.8
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of _____________, 19 ___, between
SOUTHWEST BANCORPORATION OF TEXAS, INC., a Texas corporation (the "COMPANY") and
____________________________("DIRECTOR").
To carry out the purposes of the SOUTHWEST BANCORPORATION OF TEXAS, INC.
1996 STOCK OPTION PLAN (the "PLAN"), by affording Director the opportunity to
purchase shares of common stock of the Company ("STOCK"), and in consideration
of the mutual agreements and other matters set forth herein and in the Plan, the
Company and Director hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director the
right and option ("OPTION") to purchase all or any part of an aggregate of ____
shares of Stock, on the terms and conditions set forth herein and in the Plan,
which Plan is incorporated herein by reference as a part of this Agreement. This
Option shall not be treated as an incentive stock option within the meaning of
section 422(b) of the Internal Revenue Code of 1986, as amended (the "CODE").
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the
exercise of the Option shall be _____ per share.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as
herein provided, this Option may be exercised, by written notice to the Company
at its principal executive office addressed to the attention of its Chief
Executive Officer, at any time and from time to time after the date hereof.
This Option is not transferable by Director otherwise than by will or the
laws of descent and distribution, and may be exercised only by Director (or his
guardian or legal representative) during Director's lifetime. This Option may be
exercised only while Director remains a director of the Company and will
terminate and cease to be exercisable upon Director's ceasing to be a director
of the Company, except that if Director dies while a director of the Company,
Director's estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Director, may
exercise this Option at any time during the period of one year following the
date of Director's death, but only as to the number of shares Director was
entitled to purchase hereunder as of the date of Director's death.
The purchase price of shares as to which this Option is exercised shall be
paid in full at the time of exercise in cash (including check, bank draft or
money order payable to the order of the Company). No fraction of a share of
Stock shall be issued by the Company upon exercise of an Option or accepted by
the Company in payment of the purchase price thereof; rather, Director shall
provide a cash payment for such amount as is necessary to effect the issuance
and acceptance of only whole shares of Stock. Unless and until a certificate or
certificates representing such shares shall have been issued by the Company to
Director, Director (or the person permitted to exercise this Option in the event
of Director's death) shall not be or have
<PAGE>
any of the rights or priviledges of a shareholder of the Company with respect to
shares acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this Option or
the disposition of shares of Stock acquired by exercise of this option results
in compensation income to Director for federal or state income tax purposes,
Director shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Stock as the Company may require
to meet its obligation under applicable tax laws or regulations, and, if
Director fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Director any tax required to be
withheld by reason of such resulting compensation income. Upon an exercise of
this Option, the Company is further authorized in its discretion to satisfy any
such withholding requirement out of any cash or shares of Stock distributable to
Director upon such exercise.
5. STATUS OF STOCK. Director understands that at the time of the execution
of this Agreement the shares of Stock to be issued upon exercise of this Option
have not been registered under the Securities Act of 1933, as amended (the
"ACT"), or any state securities law, and that the Company does not currently
intend to effect any such registration. Until the shares of Stock acquirable
upon the exercise of the Option have been registered for issuance under the Act,
the Company will not issue such shares unless the holder of the Option provides
the Company with a written opinion of legal counsel, who shall be satisfactory
to the Company, addressed to the Company and satisfactory in form and substance
to the Company's counsel, to the effect that the proposed issuance of such
shares to such Option holder may be made without registration under the Act. In
the event exemption from registration under the Act is available upon an
exercise of this Option, Director (or the person permitted to exercise this
Option in the event of Director's death), if requested by the Company to do so,
will execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option shall be acquired for investment without a view to
distribution, within the meaning of the Act, and shall not be sold, transferred,
assigned, pledged or bypothecated in the absence of an effective registration
statement for the shares under the Act and applicable state securities laws or
an applicable exemption from the registration requirements of the Act and any
applicable state securities laws. Director also agrees that the shares of Stock
which Director may acquire by exercising this Option will not be sold or
otherwise disposed of in any manner which would constitute a violation of any
applicable securities laws, whether federal or state.
In addition, Director agrees (i) that the certificates representing the
shares of Stock purchased under this Option may bear such legend or legends as
the Committee deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
-2-
<PAGE>
6. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Director.
7. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
BY: _______________________________
___________________________________
DIRECTOR
-3-
EXHIBIT 10.9
CHANGE IN CONTROL AGREEMENT
This CHANGE IN CONTROL AGREEMENT ("Agreement), effective as of December
17, 1996 (the "Effective Date"), by and between Southwest Bancorporation of
Texas, Inc., a Texas corporation (the "Company"), and
_____________________________ (the "Executive");
W I T N E S S E T H:
WHEREAS, the Executive is a senior executive of the Company and its
wholly-owned subsidiary, Southwest Bank of Texas National Association (the
"Bank") and has made and/or is expected to make or continue to make major
contributions to the profitability, growth and financial strength of the Company
and the Bank;
WHEREAS, references herein to the Executive's employment by the Company
shall also mean his or her employment by the Bank, and references herein to
payments of any nature to be made by the Company to the Executive shall mean
that either the Company will make such payments or it will cause the Bank to
make such payments to the Executive;
WHEREAS, the Company desires to assure itself of both present and future
continuity of management in the event of a Change in Control (as defined
hereafter) and desires to establish certain minimum compensation rights of its
key senior executives, including the Executive, applicable in the event of a
Change in Control;
WHEREAS, the Company wishes to ensure that its senior executives are not
practically disabled from discharging their duties upon a Change in Control;
WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits which the Executive could reasonably expect to receive
from the Company or the Bank absent a Change in Control and, accordingly,
although effective and binding as of the date hereof, this Agreement shall
become operative only upon the occurrence of a Change of Control; and
WHEREAS, the Executive is willing to render services to the Company and
the Bank on the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, the Company and the Executive agree as follows:
1. OPERATION OF AGREEMENT.
a) This Agreement shall be effective and binding as of the Effective
Date, but, anything in this Agreement to the contrary notwithstanding,
this Agreement shall not be operative unless and until there shall have
occurred a Change in Control. For purposes of this Agreement, a "Change in
Control" shall have occurred if at any time during the Term (as that term
is hereafter defined) any of the following events shall occur:
-1-
<PAGE>
i) The Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than a majority of
the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in
the aggregate by the holders of Voting Stock (as that term is
hereinafter defined) of the Company immediately prior to such
transaction;
ii) The Company sells all or substantially all of its assets
to any other corporation or other legal person, less than a majority
of the combined voting power of the then-outstanding Voting Stock of
which are held in the aggregate by the holders of Voting Stock of
the Company immediately prior to such sale;
iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), disclosing that any person (as the term "person" is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
has become the beneficial owner (as the term "beneficial owner" is
defined under Rule l3d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing 20%
or more of the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors
of the Company ("Voting Stock").
iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control
of the Company has or may have occurred or will or may occur in the
future pursuant to any then-existing contract or transaction; or
v) If during any one (1) year period, individuals who at the
beginning of any such period constitute the Directors of the Company
cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the Company's
shareholders, of each Director of the Company first elected during
such period was approved by a vote of at least two-thirds of the
Directors of the Company then still in office who were Directors of
the Company at the beginning of any such period.
Notwithstanding the foregoing provisions of Section 1(a)(iii) or
1(a)(iv) hereof, a "Change in Control" shall not be deemed to have
occurred for purposes of this Agreement solely because (i) the Company,
(ii) an entity in which the Company directly or indirectly beneficially
owns 50% or more of the voting securities of such entity, or (iii) any
Company-sponsored employee stock ownership plan or any other employee
benefit plan of the Company, either files or becomes obligated to file a
report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report
or item therein) under the Exchange Act, disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 20% or otherwise, or
because
-2-
<PAGE>
the Company reports that a change in control of the Company has or may
have occurred or will or may occur in the future by reason of such
beneficial ownership.
b) Upon occurrence of a Change in Control at any time during the
Term, this Agreement shall become immediately operative.
c) The period during which this Agreement shall be in effect (the
"Term") shall commence as of the date hereof and shall expire as of the
later of (i) the close of business on December 31, 1999 and (ii) the
expiration of the Period of Employment (as that term is hereinafter
defined); provided, however, that (A) commencing on December 31, 1997 and
the last day of each of the Company's Fiscal Years thereafter, the Term of
this Agreement shall automatically be extended for an additional year
unless, not later than the last day of the immediately preceding
September, the Company or the Executive shall have given notice that it or
he, as the case may be, does not wish to have the Term extended and (B)
subject to Section 9 hereof, if, prior to a Change in Control, the
Executive ceases for any reason to be an employee of the Company,
thereupon the Term shall be deemed to have expired and this Agreement
shall immediately terminate and be of no further effect.
2. EMPLOYMENT; PERIOD OF EMPLOYMENT.
a) Subject to the terms and conditions of this Agreement, upon the
occurrence of a Change in Control, the Company shall continue the
Executive in its employ and the Executive shall remain in the employ of
the Company for the period set forth in Section 2(b) hereof (the "Period
of Employment"), in the position and with substantially the same duties
and responsibilities that he had immediately prior to the Change in
Control, or to which the Company and the Executive may hereafter mutually
agree in writing. Throughout the Period of Employment, the Executive shall
devote substantially all of his time during normal business hours (subject
to vacations, sick leave and other absences in accordance with the
policies of the Company as in effect for senior executives immediately
prior to the Change in Control) to the business and affairs of the
Company, but nothing in this Agreement shall preclude the Executive from
devoting reasonable periods of time during normal business hours to (i)
serving as a director, trustee or member of or participant in any
organization or business so long as such activity would not constitute
Competitive Activity (as that term is hereafter defined) if conducted by
the Executive after the Executive's Termination Date (as that term is
hereafter defined), (ii) engaging in charitable and community activities,
or (iii) managing his personal investments.
b) The Period of Employment shall commence on the date of an
occurrence of a Change in Control and, subject only to the provisions of
Section 4 hereof, shall continue until the earlier of (i) the expiration
of the third anniversary of the occurrence of the Change in Control or
(ii) the Executive's death; provided, however, that commencing on each
anniversary of the Change of Control, the Period of Employment shall
automatically be extended for an additional year unless, not later than 90
calendar days prior to such anniversary date, the Company or the Executive
shall have given notice that it or he, as the case may be, does not wish
to have the Term extended.
-3-
<PAGE>
3. COMPENSATION DURING PERIOD OF EMPLOYMENT.
a) Upon the occurrence of a Change in Control, the Executive shall
receive during the Period of Employment (i) annual base salary at a rate
not less than the Executive's annual fixed or base compensation payable
monthly or otherwise as in effect for senior executives of the Company
immediately prior to the occurrence of a Change in Control or such higher
rate as may be determined from time to time by the Board of Directors of
the Company (the "Board") or the Compensation Committee thereof (the
"Committee") (which base salary at such rate is herein referred to as
"Base Pay") and (ii) an annual amount equal to not less than the highest
aggregate annual bonus, incentive or other payments of cash compensation
in addition to the amounts referred to in clause (i) above made or to be
made to the Executive in or with respect to any calendar year during the
three calendar years immediately preceding the year in which the Change in
Control occurred pursuant to any bonus, incentive, profit-sharing,
performance, discretionary pay or similar policy, plan, program or
arrangement of the Company or any successor thereto providing benefits at
least as great as the benefits payable thereunder prior to a Change in
Control ("Incentive Pay"); provided, however, that nothing herein shall
preclude a change in the mix between Base Pay and Incentive Pay so long as
the aggregate cash compensation received by the Executive in any one
calendar year is not reduced in connection therewith or as a result
thereof and, provided further, however, that in no event shall any
increase in the Executive's aggregate cash compensation or any portion
thereof in any way diminish any other obligation of the Company under this
Agreement.
b) For his service pursuant to Section 2(a) hereof, during the
Period of Employment the Executive shall, if and on the same basis as he
participated therein immediately prior to the Change in Control, be a full
participant in, and shall be entitled to the perquisites, benefits and
service credit for benefits as provided under any and all employee
retirement income and welfare benefit policies, plans, programs or
arrangements in which senior executives of the Company participate,
including without limitation any stock option, stock purchase, stock
appreciation, savings, pension, supplemental executive retirement or other
retirement income or welfare benefit, deferred compensation, incentive
compensation, group and/or executive life, accident, health, dental,
medical/hospital or other insurance (whether funded by actual insurance or
self-insured by the Company), disability, salary continuation, expense
reimbursement and other employee benefit policies, plans, programs or
arrangements that may now exist or any equivalent successor policies,
plans, programs or arrangements that may be adopted hereafter by the
Company providing perquisites, benefits and service credit for benefits at
least as great as are payable thereunder prior to a Change in
Control(collectively, "Employee Benefits"); provided, however, that the
Executive's rights thereunder shall be governed by the terms thereof and
shall not be enlarged hereunder or otherwise affected hereby. Subject to
the proviso in the immediately preceding sentence, if and to the extent
such perquisites, benefits or service credit for benefits are not payable
or provided under any such policy, plan, program or arrangement as a
result of the amendment or termination thereof, then the Company shall
itself pay or provide therefor. Nothing in this Agreement shall preclude
improvement or enhancement of any such
-4-
<PAGE>
Employee Benefits, provided that no such improvement shall in any way
diminish any other obligation of the Company under this Agreement.
c) The Company has determined that the amounts payable pursuant to
this Section 3 constitute reasonable compensation. Accordingly,
notwithstanding any other provision hereof, unless such action would be
expressly prohibited by applicable law, if any amount paid or payable
pursuant to this Section 3 is subject to the excise tax imposed by Section
4999 of the lnternal Revenue Code of 1986, as amended (the "Code"), the
Company will pay to the Executive an additional amount in cash equal to
the amount necessary to cause the aggregate remuneration received by the
Executive under this Section 3, including such additional cash payment
(net of all federal, state and local income taxes and all taxes payable as
the result of the application of Sections 280G and 4999 of the Code) to be
equal to the aggregate remuneration the Executive would have received
under this Section 3, excluding such additional payment (net of all
federal, state and local income taxes), as if Sections 280G and 4999 of
the Code (and any successor provisions thereto) had not been enacted into
law.
4. TERMINATION FOLLOWING A CHANGE IN CONTROL.
a) In the event of the occurrence of a Change in Control, this
Agreement may be terminated by the Company during the Period of Employment
only upon the occurrence of one or more of the following events:
i) If the Executive is unable to perform the essential
functions of his job (with or without reasonable accommodation)
because he has become permanently disabled within the meaning of,
and actually begins to receive disability benefits pursuant to, the
long-term disability plan in effect for senior executives or, if
applicable, employees of the Company immediately prior to the Change
in Control; or
ii) For "Cause", which for purposes of this Agreement shall
mean that, prior to any termination pursuant to Section 4(b) hereof,
the Executive shall have committed:
A) Gross negligence or willful misconduct in connection
with his duties or in the course of his employment with the
Company;
B) an act of fraud, embezzlement or theft in connection
with his duties or in the course of his employment with the
Company;
C) intentional wrongful damage to property of the
Company;
D) intentional wrongful disclosure of secret processes
or confidential information of the Company;
-5-
<PAGE>
E) intentional wrongful engagement in any Competitive
Activity; or
F) an act leading to a conviction of a felony or a
misdemeanor involving moral turpitude.
For purposes of this Agreement, no act, or failure to act, on the
part of the Executive shall be deemed "intentional" if it was due
primarily to an error in judgment or negligence, but shall be deemed
"intentional" only if done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that his action or omission was
in the best interest of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for "Cause"
hereunder unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of
not less than three-quarters of the Board then in office at a meeting of
the Board called and held for such purpose (after reasonable notice to the
Executive and an opportunity for the Executive, together with his counsel,
to be heard before the Board), finding that, in the good faith opinion of
the Board, the Executive had committed an act set forth above in this
Section 4(a)(ii) and specifying the particulars thereof in detail. Nothing
herein shall limit the right of the Executive or his beneficiaries to
contest the validity or propriety of any such determination.
b) in the event of the occurrence of a Change in Control, this
Agreement may be terminated by the Executive during the Period of
Employment with the right to benefits as provided in Section 5 hereof upon
the occurrence of one or more of the following events:
i) Any termination by the Company of the employment of the
Executive for any reason other than for Cause or as a result of the
death of the Executive or by reason of the Executive's disability
and the actual receipt of disability benefits in accordance with
Section 4(a)(i) hereof; or
ii) Termination by the Executive of his employment with the
Company within three years after the Change in Control upon the
occurrence of any of the following events:
A) Failure to elect or reelect the Executive to the
office of the Company which the Executive held immediately
prior to a Change in Control, or the removal of the Executive
as a Director of the Company (or any successor thereto), if
the Executive shall have been a Director of the Company
immediately prior to the Change in Control;
B) A material adverse change in the nature or scope of
the authorities, powers, functions, responsibilities or duties
attached to the position with the Company which the Executive
held immediately prior to the Change in Control, a reduction
in the aggregate of the Executive's Base Pay and Incentive Pay
received from the Company, or the termination of the
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Executive's rights to any Employee Benefits to which he was
entitled immediately prior to the Change in Control or a
reduction in scope or value thereof without the prior written
consent of the Executive, any of which is not remedied within
10 calendar days after receipt by the Company of written
notice from the Executive of such change, reduction or
termination, as the case may be;
C) The liquidation, dissolution, merger, consolidation
or reorganization of the Company or transfer of all or a
significant portion of its business and/or assets, unless the
successor or successors (by liquidation, merger,
consolidation, reorganization or otherwise) to which all or a
significant portion of its business and/or assets have been
transferred (directly or by operation of law) shall have
assumed all duties and obligations of the Company under this
Agreement pursuant to Section 11 hereof;
D) The Company shall relocate its principal executive
offices, or require the Executive to have his principal
location of work changed to any location which is in excess of
50 miles from the location thereof immediately prior to the
Change of Control or to travel away from his office in the
course of discharging his responsibilities or duties hereunder
significantly more (in terms of either consecutive days or
aggregate days in any calendar year) than was required of him
prior to the Change of Control without, in either case, his
prior consent; or
E) Any material breach of this Agreement by the Company
or any successor thereto.
c) A termination by the Company pursuant to Section 4(a)
hereof or by the Executive pursuant to Section 4(b) hereof shall not
affect any rights which the Executive may have pursuant to any
agreement, policy, plan, program or arrangement of the Company
providing Employee Benefits, which rights shall be governed by the
terms thereof. If this Agreement or the employment of the Executive
is terminated under circumstances in which the Executive is not
entitled to any payments under Sections 3 or 5 hereof, the Executive
shall have no further obligation or liability to the Company
hereunder with respect to his prior or any future employment by the
Company.
5. SEVERANCE COMPENSATION.
a) If, following the occurrence of a Change in Control, the Company
shall terminate the Executive's employment during the Period of Employment
other than pursuant to Section 4(a) hereof, or if the Executive shall
terminate his employment pursuant to Section 4(b) hereof, the Company
shall pay to the Executive the amount specified in Section 5(a)(i) hereof
within ten business days after the date (the "Termination Date") that the
Executive's employment is terminated (the effective date of which shall be
the date of
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termination, or such other date that may be specified by the Executive if
the termination is pursuant to Section 4(b) hereof):
i) In lieu of any further payments to the Executive for
periods subsequent to the Termination Date, but without affecting
the rights of the Executive referred to in Section 5(b) hereof, a
lump sum payment (the "Severance Payment") in an amount equal to the
present value (using a discount rate required to be utilized for
purposes of computations under Section 280G of the Code or any
successor provision thereto, or if no such rate is so required to be
used, a rate equal to the then-applicable interest rate prescribed
by the Pension Benefit Guarantee Corporation for benefit valuations
in connection with non-multiemployer pension plan terminations
assuming the immediate commencement of benefit payments (the
"Discount Rate")) of the sum of (A) the aggregate Base Pay (at the
highest rate in effect during the Term prior to the Termination
Date) for each remaining year or fraction of the Period of
Employment which the Executive would have received had such
termination or breach not occurred, plus (B) the aggregate Incentive
Pay (based upon the greatest amount of Incentive Pay paid or payable
to the Executive for any year during the Term but prior to the year
in which the Termination Date occurs), which the Executive would
have received pursuant to this Agreement during the remainder of the
Period of Employment had his employment continued for the remainder
of the Period of Employment; provided, however, that in no event
will the "present value" (as determined under Section 280G of the
Code or any successor provision thereto) of the amount otherwise
payable hereunder, when added to the "present value" (as determined
under Section 280G of the Code or any successor provision thereto)
of any other "parachute payments" (as that term is defined in
Section 280G of the Code (without regard to Section
280G(b)(2)(A)(ii) thereof) or any successor provision thereto) from
the Company, exceed an amount (the "299% Amount") equal to 299% of
the Executive's "base amount" (as that term is defined in Section
280G of the Code or any successor provision thereto) and if the
amount otherwise payable hereunder would exceed the 299% Amount, the
Severance Payment shall be reduced to the extent necessary so that
the aggregate present value determined in the previous clause does
not exceed the 299% Amount.
ii) The determination of whether any amount otherwise payable
under Section 5(a)(i) causes the 299% Amount to be exceeded shall be
made, if requested by the Executive or the Company, by tax counsel
selected by the Company and reasonably acceptable to the Executive.
The costs of obtaining such determination shall be borne by the
Company. The fact that the Executive shall have his right to the
Severance Payment reduced as a result of the existence of the
limitations contained in this Section 5(a) shall not limit or
otherwise affect any rights of the Executive to any Employee
Benefit, or other right arising other than pursuant to this
Agreement. Without limiting the generality of the foregoing, upon
the Executive's termination of employment as provided in this
Section 5, the Company shall pay over to him all vested benefits to
which he is entitled under and in accordance with the terms of the
Company's employee savings, stock ownership, supplemental executive
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retirement and similar Plans in the event such payments are not
otherwise made in accordance with the terms of such plans.
iii) Except to the extent that the payments or benefits
pursuant to this Section 5(a)(iii) would result in a reduction of
the amount of the Severance Payment because they would exceed the
299% Amount, (A) for the remainder of the Period of Employment the
Company shall arrange to provide the Executive with Employee
Benefits substantially similar to those which the Executive was
receiving or entitled to receive immediately prior to the
Termination Date (and if and to the extent that such benefits shall
not or cannot be paid or provided under any policy, plan, program or
arrangement of the Company solely due to the fact that the Executive
is no longer an officer or employee of the Company, then the Company
shall itself pay or provide for the payment to the Executive, his
dependents and beneficiaries, such Employee Benefits) and (B)
without limiting the generality of the foregoing, the remainder of
the Period of Employment shall be considered service with the
Company for the purpose of service credits under the Company's
retirement income, supplemental executive retirement and other
benefit plans of the Company applicable to the Executive or his
beneficiaries immediately prior to the Termination Date. Without
otherwise limiting the purposes or effect of Section 6 hereof,
Employee Benefits payable to the Executive pursuant to this Section
5(a)(iii) by reason of any "welfare benefit plan" of the Company (as
the term "welfare benefit plan" is defined in Section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended) shall
be reduced to the extent comparable welfare benefits are actually
received by the Executive from another employer during such period
following the Executive's Termination Date until the expiration of
the Period of Employment.
iv) Notwithstanding any provision of the Section 5(a) to the
contrary, in the event the benefits intended to be provided to the
Executive pursuant to Section 5(a)(iii) hereof are required to be
reduced in whole or in part because the value of such Employee
Benefits, when added to the amount of the Severance Payment under
Section 5(a)(i), would exceed 299% Amount, the Executive shall have
the option to elect to receive, in lieu of all or a portion of the
Severance Payment provided in Section 5(a)(i) hereof, one or more
Employee Benefits, provided that (A) prior to the receipt of any
payment under Section 5(a)(i) hereof, the Executive Benefit or
Employee Benefits so elected to be received, and (B) in no event
shall the "aggregate present value of the payments in the nature of
compensation" (as that phrase is used in Section 280G of the Code)
received by the Executive as a result of the receipt of such
Employee Benefits, when added to the remaining portion of the
Severance Payment, if any, to be received by the Executive, exceed
the 299% Amount.
v) In addition to all other compensation due to the Executive,
the following shall occur immediately following the occurrence of a
Change in Control:
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A) all Company stock options held by the Executive prior
to a Change in Control shall become fully exercisable,
regardless of whether or not the vesting conditions set forth
in the relevant stock option agreements have been satisfied in
full; and
B) all restrictions on any restricted Company stock
granted to the Executive prior to a Change in Control shall be
removed and the stock shall be freely transferable, regardless
of whether the conditions set forth in the relevant restricted
stock agreements have been satisfied in full.
b) Upon written notice given by the Executive to the Company prior to the
receipt of any payment pursuant to Section 5(a) hereof, the Executive, at his
sole option, without reduction to reflect the present value of such amounts as
aforesaid, may elect to have all or any of the Severance Payment payable
pursuant to Section 5(a)(i) hereof paid to him on a quarterly or monthly basis
during the remainder of the Period of Employment.
c) There shall be no right of set-off or counterclaim in respect of any
claim, debt or obligation against any payment to or benefit for the Executive
provided for in this Agreement.
d) Without limiting the rights of the Executive at law or in equity, if
the Company fails to make any payment required to be made hereunder on a timely
basis, the Company shall pay interest on the amount thereof at an annualized
rate of interest equal to the then-applicable Discount Rate or, if lesser, the
highest rate allowed by applicable usury laws.
6. NO MITIGATION OBLIGATION. The Company hereby acknowledges that it will
be difficult, and may be impossible, for the Executive to find reasonably
comparable employment following the Termination Date and that the noncompetition
covenant contained in Section 7 hereof will further limit the employment
opportunities for the Executive. Accordingly, the parties hereto expressly agree
that the payment of the severance compensation by the Company to the Executive
in accordance with the terms of this Agreement will be liquidated damages, and
that the Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
shall any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise, except as expressly provided in Section
5(a)(iii) hereof.
7. COMPETITIVE ACTIVITY. During a period ending one year following the
Termination Date, if the Executive shall have received or shall be receiving
benefits under Section 5(a) hereof, the Executive shall not, without the prior
written consent by the Company, directly or indirectly engage in the business of
commercial banking in competition with the business of the Company within Harris
County, Texas and any other geographical area served by the Company during the
twelve (12) month period immediately preceding termination of employment nor
will the Executive engage, within this geographical area, in the design,
development, distribution, or sale of a product or service in competition with
any product or service being marketed or planned by the Company at such time,
the plans, designs or specifications of which have been revealed to the
Executive. The Executive acknowledges that these limited prohibitions are
reasonable as to time, geographical area
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and scope of activities to be restrained and that the limited prohibitions do
not impose a greater restraint than is necessary to protect the Company's
goodwill, proprietary information and other business interests. "Competitive
Activity" shall not include (i) the mere ownership of securities in any such
enterprise and exercise of rights appurtenant thereto or (ii) participation in
management of any such enterprise or business operation thereof other than in
connection with the competitive operation of such enterprise.
8. LEGAL FEES AND EXPENSES. It is the intent of the Company that the
Executive not be required to incur the expenses associated with the enforcement
of his rights under this Agreement by litigation or other legal action because
the cost and expense thereof would substantially detract from the benefits
intended to be extended to the Executive hereunder. Accordingly, if it should
appear to the Executive that the Company has failed to comply with any of its
obligations under this Agreement or in the event that the Company or any other
person takes any action to declare this Agreement void or unenforceable, or
institutes any litigation designed to deny, or to recover from, the Executive
the benefits intended to be provided to the Executive hereunder, the Company
irrevocably authorizes the Executive from time to time to retain counsel of his
choice, at the expense of the Company as hereafter provided, to represent the
Executive in connection with the initiation or defense of any litigation or
other legal action, whether by or against the Company or any Director, officer,
shareholder or other person affiliated with the Company, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to the Executive's
entering into an attorney-client relationship with such counsel (other than
Vinson & Elkins L.L.P.), and in that connection the Company and the Executive
agree that a confidential relationship shall exist between the Executive and
such counsel. The Company shall pay or cause to be paid and shall be solely
responsible for any and all attorneys' and related fees and expenses incurred by
the Executive as a result of the Company's failure to perform this Agreement or
any provision thereof or as a result of the Company or any person contesting the
validity or enforceability of this Agreement or any provision thereof as
aforesaid.
9. EMPLOYMENT RIGHTS. Nothing expressed or implied in this Agreement shall
create any right or duty on the part of the Company or the Executive to have the
Executive remain in the employment of the Company prior to any Change in
Control; provided, however, that any termination of employment of the Executive
or removal of the Executive as an Officer of the Company following the
commencement of any discussion with a third person that ultimately results in a
Change in Control shall be deemed to be a termination or removal of the
Executive after a Change in Control for purposes of this Agreement.
10. WITHHOLDING OF TAXES. The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or government regulation or ruling.
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11. SUCCESSORS AND BINDING AGREEMENT.
a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business and/or assets of the Company,
by agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner
and to the same extent the Company would be required to perform if no such
succession had taken place. This Agreement shall be binding upon and inure
to the benefit of the Company and any successor to the Company, including
without limitation any persons acquiring directly or indirectly all or
substantially all of the business and/or assets of the Company whether by
purchase, merger, consolidation, reorganization or otherwise (and such
successor shall thereafter be deemed the "Company" for the purposes of
this Agreement), but shall not otherwise be assignable, transferable or
delegable by the Company.
b) This Agreement shall inure to the benefit of and be enforceable
by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees and/or legatees.
c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Section 11(a) hereof. Without limiting the
generality of the foregoing, the Executive's right to receive payments
hereunder shall not be assignable, transferable or delegable, whether by
pledge, creation of a security interest or otherwise, other than by a
transfer by the Executive's will or by the laws of descent and
distribution and, in the event of any attempted assignment or transfer
contrary to this Section 11(c), the Company shall have no liability to pay
any amount so attempted to be assigned, transferred or delegated.
d) The Company and the Executive recognize that each Party will have
no adequate remedy at law for breach by the other of any of the agreements
contained herein and, in the event of any such breach, the Company and the
Executive hereby agree and consent that the other shall be entitled to a
decree of specific performance, mandamus or other appropriate remedy to
enforce performance of this Agreement.
12. NOTICE. For all purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered or three business days after having been mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
addressed to the Company (to the attention of the Secretary of the Company) at
its principal executive office and to the Executive at his principal residence,
or to such other address as any party may have furnished to the other in writing
and in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
13. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Texas, without giving effect to the principles of conflict of laws of such
State.
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14. VALIDITY. If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of
such provision to any other person or circumstances shall not be affected, and
the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.
15. MISCELLANEOUS. No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter
hereof have been made by either party which are not set forth expressly in this
Agreement.
16. PRIOR AGREEMENTS. This Agreement is voluntarily entered into and
supersedes and takes the place of any prior change in control, severance or
employment agreements between the parties hereto. The parties hereto expressly
agree and hereby declare that any and all prior change in control, severance or
employment agreements between the parties are terminated and of no force or
effect.
17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
By: ____________________________________________
EXECUTIVE:
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1
(File No. 333-16509) of our report, which includes an explanatory paragraph for
changes in accounting principles, dated February 9, 1996, except for the fourth
paragraph of Note 1, as to which the date is November 18, 1996, on our audits of
the consolidated financial statements of Southwest Bancorporation of Texas, Inc.
(formerly Southwest Bancorporation, Inc.). We also consent to the reference to
our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Houston, Texas
January 8, 1997
