<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOUTHWEST BANCORPORATION OF TEXAS, INC.
(Name of Registrant as specified in its charter)
TEXAS 76-0519693
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4400 POST OAK PARKWAY
HOUSTON, TEXAS 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, ESQ.
VINSON & ELKINS L.L.P.
1001 FANNIN, SUITE 2300
HOUSTON, TEXAS 77002-6760
(713) 758-2128
FAX (713) 615-5282
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
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>
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Proposed Proposed maximum
Title of each class of Amount to be maximum offering aggregate Amount of
securities to be registered registered price per share(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share............ 140,000 shares $35.25 $4,935,000 $1,456.00
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, based upon the average of
the high and low prices reported on The NASDAQ Stock Market on March 10,
1998 ($35.25 per share).
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<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.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 16, 1998
140,000 Shares
SOUTHWEST BANCORPORATION OF TEXAS, INC.
COMMON STOCK
This prospectus (this "Prospectus") relates to the periodic offer and sale
of up to an aggregate of 140,000 shares (the "Shares") of Common Stock, $1.00
par value per share ("Common Stock"), of Southwest Bancorporation of Texas,
Inc., a Texas corporation (the "Company"), for the account of certain selling
shareholders (the "Selling Shareholders") of the Company. See "Selling
Shareholders." The offering of Shares hereunder will terminate on or before
February 5, 2000.
The Common Stock is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is listed for trading
on The NASDAQ Stock Market ("NASDAQ") under the trading symbol "SWBT." On
March 12, 1998, the last reported sale price of the Common Stock on NASDAQ was
$36.75 per share. The Shares may be sold at market prices prevailing at the
time of sale or at negotiated prices. The Company will not receive any of the
proceeds from the sale of Shares by the Selling Shareholders. Each Selling
Shareholder is a party to an Agreement and Plan of Reorganization dated as of
February 5, 1998, with the Company, pursuant to which the Company will pay all
expenses of registration of the sale of the Shares, estimated at $20,000.
The address of the executive offices of the Company is 4400 Post Oak
Parkway, Houston, Texas 77027, and the telephone number of the Company is (713)
235-8800.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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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.
---------------
No person has been authorized to give any information or to make any
representation contained or incorporated by reference in this Prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of any offer to buy any securities other than
the Common Stock offered by this Prospectus, or an offer to sell or a
solicitation of an offer to buy the Common Stock in any jurisdiction to or from
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. 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 the date
hereof.
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The date of this Prospectus is _____________, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W.; Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates, or from
the site maintained by the Commission on the Internet World Wide Web at
http//www.sec.gov. In addition, copies of reports filed with the Commission may
be inspected at the Nasdaq Stock Market, 80 Merritt Boulevard, Trumbull,
Connecticut 06611.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Stock offered hereby.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete, and
in each instance reference is made to the copy of such document so filed for a
more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, filed with the Commission by the Company pursuant
to the Exchange Act, are incorporated herein by reference and made a part of
this Prospectus:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and
(ii) Description of the Common Stock contained in the Company's
Prospectus dated January 27, 1997, which description is included in the
Company's Registration Statement on Form S-1 (Registration Statement
No. 333-16509).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of any of the Common Stock to whom a copy of this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been
incorporated by reference in this Prospectus, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Written or oral requests for such copies should be directed to
Controller, Southwest Bancorporation of Texas, Inc., 4400 Post Oak Parkway,
Houston, Texas 77027; telephone: (713) 235-8800.
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<PAGE>
RISK FACTORS
Prospective purchasers of the Shares offered hereby should carefully
review the information contained elsewhere or incorporated by reference in
this Prospectus and should particularly consider the following matters.
Information contained in this Prospectus contains "forward-looking
statements" which can be identified by the use of forward-looking terminology
such as "believes," "expects," "anticipates," "intends," "plans," "seeks" or
"estimates" or the negative thereof or other variations thereon or comparable
terminology. No assurance can be given that the future results covered by
the forward-looking statements will be achieved. The following matters
constitute cautoinary statements identifying important factors with respect
to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to vary materially from the
future results covered in such forward-looking statements. Other factors,
such as the general state of the economy, could also cause actual results to
vary materially from the future results covered in such forward-looking
statements.
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 consolidated 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.
COMPETITION
The banking business is highly competitive, and the profitability of the
Company depends principally upon its 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
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<PAGE>
further increase competitive pressures on the Company. Competition from both
financial and non-financial institutions is expected to continue.
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 Federal
Reserve Board. The Company's subsidiary, Southwest Bank of Texas National
Association ("SW Bank"), as a national banking association, is subject to
regulation and supervision by 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 SW 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 SW 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.
The Company's principal source of funds is cash dividends from SW Bank.
The payment of dividends by SW 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 SW 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 December 31, 1997, approximately $37.7 million
was available for payment of dividends by SW 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 SW Bank. Regulatory authorities could
also impose administratively stricter limitations on the ability of SW Bank to
pay dividends to the Company if such limits were deemed appropriate to preserve
SW Bank's capital.
DEPENDENCE ON KEY PERSONNEL
The Company and SW Bank are dependent on certain key personnel, including
Walter E. Johnson, Paul B. Murphy, Jr., Joseph H. Argue, Yale Smith, Steve D.
Stephens, J. Nolan Bedford, Sharon K. Sokol and David C. Farries, each of whom
has relationships with customers of SW 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 growth and
profitability. Neither the Company nor SW Bank maintains any key man life
insurance policy on any of these individuals or any other member of senior
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 by shareholders only upon the written request of holders of at least
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<PAGE>
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.
THE COMPANY
The principal executive offices of the Company are located at 4400 Post Oak
Parkway, Houston, Texas 77027, and its telephone number is (713) 235-8800.
Unless the context requires otherwise, references herein to the "Company"
include Southwest Bancorporation of Texas, Inc. and its subsidiary, SW Bank.
For additional information regarding the Company, see the documents specified in
"Incorporation of Certain Information by Reference."
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby.
SELLING SHAREHOLDERS
The Common Stock covered by this Prospectus is to be offered for the
account of the Selling Shareholders. The Selling Shareholders are:
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Number of Shares of Common Stock to be
Stock Owned Prior Common Stock Owned After Completion
Name of Selling Shareholder to Offering Offered Hereunder Of Offering
- --------------------------- -------------------------- ------------------- ----------------------
<S> <C> <C>
Joel Rosenthal 43,750 43,750 - 0 -
Gregory L. Brown 43,750 43,750 - 0 -
Allan D. Rosenthal 17,500 17,500 - 0 -
Norman Rosenthal 17,500 17,500 - 0 -
Larry Sondock 18,500 17,500 1,000
</TABLE>
On February 5, 1998, the Selling Shareholders transferred substantially
all of the business and assets of City Financial Services, Inc. ("CFS") and
First Republic Capital Corp. ("FRC") to SW Bank in exchange for the Shares,
and Joel Rosenthal and Gregory L. Brown entered into three-year Employment
Agreements with the Company, pursuant to which they each hold the position of
Senior Vice President of SW Bank and manage the business formerly owned by
CFS and FRC as a division of SW Bank.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that the Shares
may from time to time be offered for sale either directly by the Selling
Shareholders or through underwriters, dealers or agents or on any exchange on
which the Shares may from time to time be traded, or in independently negotiated
transactions or otherwise; provided that such transactions will not include an
underwritten public offering. The Shares may be sold at market prices
prevailing at the time of sale or at negotiated prices. The Selling
Shareholders and any underwriters, dealers or agents that participate in
distribution of the Shares may be deemed to be underwriters, and any profit on
sale of the Shares by them and any discounts, commissions or concessions
received by any underwriter, dealer or agent may be deemed to be underwriting
discounts and commissions under the Securities Act. The methods by which the
Shares may be sold include (a) a block trade (which may involve crosses) in
which the broker or dealer so engaged will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its own account pursuant to this Prospectus;
(c) exchange distributions and/or secondary distributions in accordance with the
rules of NASDAQ; (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (e) privately negotiated transactions.
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<PAGE>
The Company has agreed to register for sale under the Securities Act and
certain state securities laws the Shares and to indemnify the Selling
Shareholders and each person who participates as an underwriter in the offering
of the Shares, against certain civil liabilities, including certain liabilities
under the Securities Act.
There can be no assurances that the Selling Shareholders will sell any or
all of the Shares offered hereunder.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon by Vinson &
Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated balance sheet of Southwest Bancorporation of Texas, Inc.
and Subsidiary as of December 31, 1997 and 1996 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, 1997, incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the registration of the Shares are set
forth in the following table. All amounts except the registration fee are
estimated.
<TABLE>
<S> <C>
Registration Fee (Securities and Exchange
Commission) $ 1,456
Accountant's Fees and Expenses 1,000
Legal Fees and Expenses 15,000
Printing Expenses 1,000
Miscellaneous 1,544
-------
Total $20,000
-------
-------
</TABLE>
The Company will bear the expenses of registration of the Shares; the
Selling Shareholders will not bear any of such expenses.
ITEM 15. 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 2.01-1 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
officer, (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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
*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.
**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)
- ----------------
* These Exhibits are incorporated herein by reference to the Exhibits
bearing the same Exhibit numbers in the Registrant's Form S-1
Registration Statement No. 333-16509, declared effective by the
Commission on January 27, 1997.
** Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and 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
13th day of March, 1998.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
By: /s/ WALTER E. JOHNSON
------------------------------------
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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ WALTER E. JOHNSON Chairman of the Board and Chief March 13, 1998
- ---------------------------- Executive Officer (Principal
Walter E. Johnson Executive Officer)
/s/ DAVID C. FARRIES Executive Vice President, March 13, 1998
- ---------------------------- Treasurer and Secretary (Principal
David C. Farries Financial Officer)
/s/ R. JOHN McWHORTER Vice President and Controller March 13, 1998
- ---------------------------- (Principal Accounting Officer)
R. John McWhorter
/s/ J. DAVID HEANEY Director March 13, 1998
- ----------------------------
J. David Heaney
Director
- ----------------------------
John W. Johnson
/s/ JOHN B. BROCK III Director March 13, 1998
- ----------------------------
John B. Brock III
II-4
<PAGE>
/s/ ERNEST H. COCKRELL Director March 13, 1998
- ----------------------------
Ernest H. Cockrell
/s/ WILHELMINA R. MORIAN Director March 13, 1998
- ----------------------------
Wilhelmina R. Morian
/s/ PAUL B. MURPHY, JR. Director March 13, 1998
- ----------------------------
Paul B. Murphy, Jr.
/s/ ANDRES PALANDJOGLOU Director March 13, 1998
- ----------------------------
Andres Palandjoglou
/s/ ADOLPH A. PFEFFER, JR. Director March 13, 1998
- ----------------------------
Adolph A. Pfeffer, Jr.
/s/ STANLEY D. STEARNS, JR. Director March 13, 1998
- ----------------------------
Stanley D. Stearns, Jr.
Director
- ----------------------------
Michael T. Willis
II-5
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
(713) 758-2128 (713) 615-5282
March 13, 1998
Southwest Bancorporation of Texas, Inc.
4400 Post Oak Parkway
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Southwest Bancorporation of Texas,
Inc., a Texas corporation (the "Company"), in connection with the preparation
of the Company's Registration Statement on Form S-3 as filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Registration Statement"), which Registration Statement
relates to the proposed offer and sale by the persons named as Selling
Shareholders in the Registration Statement (the "Selling Shareholders") of an
aggregate of up to 140,000 shares of the Company's common stock, $1.00 par
value (the "Shares"). In such connection, we are passing on certain legal
matters in connection with the issuance of the Shares. At your request, this
opinion is being furnished to you for filing as an exhibit to the
Registration Statement.
In connection with rendering this opinion, we have examined
such certificates, instruments and documents and reviewed such questions of
law as we have considered necessary or appropriate for the purposes of this
opinion. In addition, we have relied as to factual matters on certificates
of certain public officials and officers of the Company.
Based upon the foregoing examination and review, we are of the
opinion that the Shares have been validly authorized for issuance and have
been validly issued and are fully paid and non-assessable.
This opinion is rendered as of the effective date of the
Registration Statement. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the reference to our name in
the Registration Statement. In giving this consent, however, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 and the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-________) of our reports dated February 10, 1998, on
our audits of the consolidated financial statements and financial statement
schedule of Southwest Bancorporation of Texas, Inc. and Subsidiary. We also
consent to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
-------------------------------
COOPERS & LYBRAND L.L.P.
Houston, Texas
March 13, 1998
