<PAGE>
FORM 11-K
(Mark One) [X] ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number - 000-22007
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Southwest Bank of Texas 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Southwest Bancorporation of Texas, Inc.
4400 Post Oak Parkway
Houston, Texas 77027
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
----------------------
<TABLE>
PAGE(S)
-------
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available
for Benefits for the years ended December 31,
1997, 1996 and 1995 3
Notes to Financial Statements 4-16
Supplementary Information:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 17
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997 18
</TABLE>
-2-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrative Committee
Southwest Bank of Texas 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Southwest Bank of Texas 401(k) Savings Plan as of December
31, 1997 and 1996, and the related statements of changes in net assets
available for benefits for the three years ended December 31, 1997, 1996 and
1995. These financial statements are the responsibility of the Plan'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 net assets available for benefits of Southwest
Bank of Texas 401(k) Savings Plan as of December 31, 1997 and 1996, and the
changes in its net assets available for benefits for the years ended December
31, 1997, 1996 and 1995 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 and are not a required part of the basic financial statements. Such
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated, in
all materials respects, in relation to the basic financial statements taken
as a whole.
HAM, LANGSTON & BREZINA, L.L.P.
Houston, Texas
June 24, 1998
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
------------------
<TABLE>
1997 1996
---------- ----------
<S> <C> <C>
Cash $ 75,697 $ 52,732
Investments:
Money market funds 22,073 37,069
Common stock 2,646,996 1,000,526
Shares of registered investment companies,
reported at fair value - American
Industries:
American Industries Trust Short Term
Income Fund 165,921 197,505
Fidelity Spartan US Equity Index Fund 78,981 -
Fidelity Puritan Fund 671,007 485,684
Dreyfus Short-Intermediate Government
Bond Fund 212,449 168,709
PBHG Growth Fund 673,731 718,731
Fidelity Growth and Income Fund 903,064 529,476
Warburg Pincus International Equity Fund 322,068 334,739
---------- ----------
Total investments 5,696,290 3,472,439
Interest and dividends receivable 1,245 1,335
Loans to participants 309,408 259,246
---------- ----------
Net assets 6,082,640 3,785,752
Contribution deposit - Pinemont Bank Employee
Savings Plan 31,184 -
Accounts payable - purchase of securities 19,122 44,548
---------- ----------
Net assets available for benefits $6,032,334 $3,741,204
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------
<TABLE>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Interest and/or dividends $ 25,648 $ 18,292 $ 55,791
Net appreciation in fair
value of investments 1,552,289 471,711 350,048
---------- ---------- ----------
Total investment
income 1,577,937 490,003 405,839
---------- ---------- ----------
Contributions:
Employer 212,818 175,601 156,466
Employee 716,187 706,305 394,106
---------- ---------- ----------
Total contributions 929,005 881,906 550,572
---------- ---------- ----------
Total additions 2,506,942 1,371,909 956,411
---------- ---------- ----------
Deductions from net assets
attributable to:
Benefits to participants 215,579 67,074 95,424
Administrative expenses 233 380 67
---------- ---------- ----------
Total deductions 215,812 67,454 95,491
---------- ---------- ----------
Increase in net assets available
for benefits 2,291,130 1,304,455 860,290
Net assets available for benefits
at beginning of year 3,741,204 2,436,749 1,575,829
---------- ---------- ----------
Net assets available for benefits
at end of year $6,032,334 $3,741,204 $2,436,749
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
1. DESCRIPTION OF PLAN:
The following description of the Southwest Bank of Texas (the "Company")
401(k) Savings Plan (the "Plan") (formerly Southwest Bank of Texas
National Association Savings Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provision.
GENERAL
The Plan, adopted by the Company's board of directors and effective
December 30, 1985 is a defined contribution plan covering all employees who
have attained the age of eighteen years (18) and have completed one full
year of service as defined in the Plan. Effective January 1, 1994, the
Plan was effectively amended and restated to conform to a prototype plan
offered by American Industries Trust Company (the "Custodian"). The Plan
is subject to the Employee Retirement Income Security Act of 1974
("ERISA").
CONTRIBUTIONS
Each year participants may elect to defer from 1% to 15% of pretax annual
compensation to the Plan, subject to the limitations specified in the
Internal Revenue Code. The Company is required to make matching
contributions equal to 50% of the participant's eligible deferred
contributions not to exceed 6% of the participant's annual compensation for
the Plan Year. The Plan also allows the Company to make discretionary
contributions as determined by the board of directors.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, earnings on the investments selected by the participant and
Company matching and discretionary contributions. Company contributions
and earnings on investments are allocated to each participant's account
according to compensation based allocation formulas contained in the Plan
agreement. Forfeitures can be used to pay expenses under the Plan.
Forfeitures not used to pay expenses are allocated to each participant's
account according to compensation based allocation formulas contained in
the Plan agreement. The Company pays substantially all expenses of plan
administration.
-4-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
--------------------
1. DESCRIPTION OF PLAN, CONTINUED:
VESTING
Participants are immediately vested in their contributions and earnings
thereon. Participants become vested in Company contributions according to
the following schedule:
<TABLE>
Years of Service Vesting
---------------- -------
<S> <C>
Less than 1 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</TABLE>
PARTICIPANT LOANS
The Custodian may make loans to participants from the Plan, subject to the
provisions of the trust instrument.
PAYMENT OF BENEFITS
The account of a withdrawing participant is equal to the current market
value of his or her vested balance in the account. The normal retirement
age under the Plan is 65 but early retirement is allowed at or after age
55. Hardship withdrawals are allowed under the Plan before age 55 but such
withdrawals may have income tax consequences to the participant. Benefits
are generally paid by lump-sum distribution.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct all of his or her
contributions into any of eight investment options offered by the Custodian
as follows:
-5-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
--------------------
1. DESCRIPTION OF PLAN, CONTINUED:
AMERICAN INDUSTRIES TRUST SHORT TERM INCOME FUND
Funds are invested in shares of a registered investment company that
invests in short-term obligations (money market accounts, certificates
of deposit, or commercial paper) and U.S. governmental obligations
(treasury bills or agency notes).
FIDELITY SPARTAN U.S. EQUITY INDEX FUND
Funds are invested in shares of a registered investment company that
invests in selected common stock of the five hundred companies that
make up the Standard & Poor's 500 Index ("S&P 500") and in other
securities that are based on the S&P 500.
SOUTHWEST BANCORPORATION OF TEXAS, INC. STOCK FUND
Funds are invested in common stock of Southwest Bancorporation of
Texas, Inc. and Subsidiary.
FIDELITY PURITAN FUND
Funds are invested in shares of a registered investment company that
invests in equity securities, bonds and money market instruments.
DREYFUS SHORT-INTERMEDIATE GOVERNMENT BOND FUND
Funds are invested in shares of a registered investment company that
invests in government bonds with intermediate term maturities.
PBHG GROWTH FUND
Funds are invested in shares of a registered investment company that
invests in equity securities of companies which management believes
have the potential for strong earnings growth and capital
appreciation.
FIDELITY GROWTH AND INCOME FUND
Funds are invested in shares of a registered investment company that
invests in equity securities that seek long-term growth of capital and
income.
-6-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
--------------------
1. DESCRIPTION OF PLAN, CONTINUED:
WARBURG PINCUS INTERNATIONAL EQUITY FUND
Funds are invested in shares of a registered investment company that
invests in selected common stock of foreign corporations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting.
INVESTMENT VALUATION
Funds deposited in short-term income accounts are valued at contract value
as reported to the Plan by the Custodian. Investments in various pooled
separate accounts offered by the Custodian are valued at estimated fair
value as determined by the Custodian. Investments in registered investment
companies (mutual funds) are valued based on quoted market prices in an
active market. Investments in employer common stock are valued at the
closing market price on the last business day of the Plan's fiscal year.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses on sale of
investments and unrealized appreciation (depreciation) on those
investments.
-7-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
3. TAX STATUS:
The Plan is designed to constitute a qualified plan under section 401(k) of
the Internal Revenue Code. The Plan obtained its latest determination
letter dated January 5, 1996 in which the Internal Revenue Service stated
that the Plan, as amended, is in compliance with the applicable
requirements of the Internal Revenue Code.
4. PLAN INVESTMENTS:
Participants in the Plan have the opportunity to choose from among eight
different investment options for direction of their contributions.
Following is an analysis of activity within each investment alternative
during the years ended December 31, 1997, 1996 and 1995.
<TABLE>
AIT SHORT DREYFUS FIDELITY
TERM INCOME GOVERNMENT GROWTH
FUND BOND FUND INCOME FUND
----------- ---------- -----------
<S> <C> <C> <C>
Balance at January 1, 1997 $ 197,505 $ 168,709 $ 529,476
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 1,035 235 5,354
Net appreciation in fair
value of investments 10,430 11,182 182,718
---------- ---------- ----------
Total investment income 11,465 11,417 188,072
---------- ---------- ----------
Contributions:
Employer 9,527 8,770 28,100
Employee 37,752 37,735 142,525
---------- ---------- ----------
Total contributions 47,279 46,505 170,625
---------- ---------- ----------
Total additions 58,744 57,922 358,697
Deductions from net assets attributable to:
Benefits to participants 27,066 7,714 28,515
Administrative expenses - - -
---------- ---------- ----------
Total deductions 27,066 7,714 28,515
Interfund transfers (63,262) (6,468) 43,406
---------- ---------- ----------
Balance at December 31, 1997 $ 165,921 $ 212,449 $ 903,064
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
-8-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
FIDELITY
SPARTAN US FIDELITY PBHG
EQUITY INDEX PURITAN GROWTH
FUND FUND FUND
------------ ---------- ----------
<S> <C> <C> <C>
Balance at January 1, 1997 $ - $ 485,684 $ 718,731
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 391 3,272 6,616
Net appreciation in fair
value of investments 7,547 112,164 (18,150)
------------ ---------- ----------
Total investment income 7,938 115,436 (11,534)
------------ ---------- ----------
Contributions:
Employer 5,263 20,732 27,866
Employee 16,488 115,891 142,184
------------ ---------- ----------
Total contributions 21,751 136,623 170,050
------------ ---------- ----------
Total additions 29,689 252,059 158,516
Deductions from net assets attributable to:
Benefits to participants 110 23,799 27,919
Administrative - - -
------------ ---------- ----------
Total deductions 110 23,799 27,919
Interfund transfers 49,402 (42,937) (175,597)
------------ ---------- ----------
Balance at December 31, 1997 $ 78,981 $ 671,007 $ 673,731
------------ ---------- ----------
------------ ---------- ----------
</TABLE>
-9-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
WARBURG
PINCUS
INTERNAT'L RECEIVABLES/
EQUITY FUND OTHER TOTAL
----------- ------------ ----------
<S> <C> <C> <C>
Balance at January 1, 1997 $ 334,739 $1,306,360 $3,741,204
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 2,358 6,387 25,648
Net appreciation in fair
value of investments (15,526) 1,261,924 1,552,289
---------- ---------- ----------
Total investment income (13,168) 1,268,311 1,577,937
---------- ---------- ----------
Contributions:
Employer 13,248 99,312 212,818
Employee 69,508 154,104 716,187
---------- ---------- ----------
Total contributions 82,756 253,416 929,005
---------- ---------- ----------
Total additions 69,588 1,521,727 2,506,942
Deductions from net assets attributable to:
Benefits to participants 15,730 84,726 215,579
Administrative expenses - 233 233
---------- ---------- ----------
Total deductions 15,730 84,959 215,812
Interfund transfers (66,529) 261,985 -
---------- ---------- ----------
Balance at December 31, 1997 $ 322,068 $3,005,113 $6,032,334
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
-10-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
AMERICAN DREYFUS
INDUSTRIES SHORT- FIDELITY
TRUST SHORT INTERMEDIATE GROWTH
TERM INCOME GOVERNMENT INCOME
FUND BOND FUND FUND
----------- ------------ -----------
<S> <C> <C> <C>
Balance at January 1, 1996 $ - $ - $ -
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 1,645 1,136 375
Net appreciation in fair
value of investments 7,403 6,665 1,901
---------- ---------- ----------
Total investment income 9,048 7,801 2,276
---------- ---------- ----------
Contributions:
Employer 5,858 8,731 7,243
Employee 39,594 29,959 12,691
---------- ---------- ----------
Total contributions 45,452 38,690 19,934
---------- ---------- ----------
Total additions 54,500 46,491 22,210
Deductions from net assets attributable to:
Benefits to participants 655 11,040 68
Administrative expenses - - -
---------- ---------- ----------
Total deductions 655 11,040 68
Interfund transfers 143,660 133,258 507,334
---------- ---------- ----------
Balance at December 31, 1996 $ 197,505 $ 168,709 $ 529,476
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
-11-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
--------------------
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
FEDERATED NEUBERGER
CAPITAL FIDELITY & BERMAN PBHG
PRESERVATION PURITAN LTD. MAT. GROWTH
FUND FUND BOND FUND FUND
------------ --------- --------- --------
<S> <C> <C> <C> <C>
Balance at January 1, 1996 $ 151,818 $ 339,428 $ 155,782 $490,040
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 162 3,933 106 4,502
Net appreciation in fair
value of investments 2,235 58,865 (1,274) 41,804
--------- --------- --------- --------
Total investment income 2,397 62,798 (1,168) 46,306
--------- --------- --------- --------
Contributions:
Employer - 9,814 - 7,924
Employee 6,444 110,924 9,127 256,404
--------- --------- --------- --------
Total contributions 6,444 120,738 9,127 264,328
--------- --------- --------- --------
Total additions 8,841 183,536 7,959 310,634
Deductions from net assets attributable to:
Benefits to participants 3,240 9,281 - 13,094
Administrative expenses - - - -
--------- --------- --------- --------
Total deductions 3,240 9,281 - 13,094
Interfund transfers (157,419) (27,999) (163,741) (68,849)
--------- --------- --------- --------
Balance at December 31, 1996 $ - $ 485,684 $ - $718,731
--------- --------- --------- --------
--------- --------- --------- --------
</TABLE>
-12-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
--------------------
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
WARBURG WARBURG
PINCUS PINCUS
GROWTH & INTERNAT'L RECEIVABLES/
INC. FUND EQUITY FUND OTHER TOTAL
--------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Balance at January 1, 1996 $ 428,461 $223,113 $ 648,107 $2,436,749
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 3,500 2,933 - 18,292
Net appreciation in fair
value of investments 9,224 26,065 318,823 471,711
--------- -------- ---------- ----------
Total investment income 12,724 28,998 318,823 490,003
--------- -------- ---------- ----------
Contributions:
Employer 2,325 5,074 128,632 175,601
Employee 128,787 61,076 51,299 706,305
--------- -------- ---------- ----------
Total contributions 131,112 66,150 179,931 881,906
--------- -------- ---------- ----------
Total additions 143,836 95,148 498,754 1,371,909
Deductions from net assets attributable to:
Benefits to participants 14,685 518 14,493 67,074
Administrative expenses - - 380 380
--------- -------- ---------- ----------
Total deductions 14,685 518 14,873 67,454
Interfund transfers (557,612) 16,996 174,372 -
--------- -------- ---------- ----------
Balance at December 31, 1996 $ - $334,739 $1,306,360 $3,741,204
--------- -------- ---------- ----------
--------- -------- ---------- ----------
</TABLE>
-13-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
FEDERATED NEUBERGER
CAPITAL FIDELITY & BERMAN PBHG
PRESERVATION PURITAN LTD. MAT. GROWTH
FUND FUND BOND FUND FUND
------------ -------- --------- ------
<S> <C> <C> <C> <C>
Balance at January 1, 1995 $ - $ - $ - $ -
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 20,359 8,899 5,554 -
Net appreciation in fair
value of investments - 26,989 10,636 124,776
-------- -------- -------- --------
Total investment income 20,359 35,888 16,190 124,776
Contributions:
Employer - - - -
Employee 42,308 83,579 30,757 90,413
-------- -------- -------- --------
Total contributions 42,308 83,579 30,757 90,413
-------- -------- -------- --------
Total additions 62,667 119,467 46,947 215,189
Deductions from net assets attributable to:
Benefits to participants 75,280 3,629 3,238 3,015
Administrative expenses - - - -
-------- -------- -------- --------
Total deductions 75,280 3,629 3,238 3,015
Interfund transfers 164,431 223,590 112,073 277,866
-------- -------- -------- --------
Balance at December 31, 1995 $151,818 $339,428 $155,782 $490,040
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
-14-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. PLAN INVESTMENTS, CONTINUED:
<TABLE>
WARBURG WARBURG
PINCUS PINCUS
GROWTH & INTERNAT'L RECEIVABLES/
INC. FUND EQUITY FUND OTHER TOTAL
--------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Balance at January 1, 1995 $ - $ - $1,575,829 $1,575,829
Additions to net assets attributable to:
Investment income:
Interest and/or dividends 3,742 6,714 10,523 55,791
Net appreciation in fair
value of investments 20,603 21,991 145,053 350,048
-------- -------- ---------- ----------
Total investment income 24,345 28,705 155,576 405,839
Contributions:
Employer - - 156,466 156,466
Employee 96,112 50,937 - 394,106
-------- -------- ---------- ----------
Total contributions 96,112 50,937 156,466 550,572
-------- -------- ---------- ----------
Total additions 120,457 79,642 312,042 956,411
Deductions from net assets attributable to:
Benefits to participants 1,174 2,496 6,592 95,424
Administrative expenses - - 67 67
-------- -------- ---------- ----------
Total deductions 1,174 2,496 6,659 95,491
Interfund transfers 309,178 145,967 (1,233,105) -
-------- -------- ---------- ----------
Balance at December 31, 1995 $428,461 $223,113 $ 648,107 $2,436,749
-------- -------- ---------- ----------
-------- -------- ---------- ----------
</TABLE>
-15-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. SUBSEQUENT EVENTS
On January 1, 1998 the Pinemont Bank Employee Savings Plan (the "Pinemont
Plan") was merged into the Plan. The transferred net assets have been
recognized in the accounts of the Plan as of January 1, 1998, at their
balances as previously carried in the accounts of the Pinemont Plan. The
total amount of net assets available for benefits transferred on January 1,
1998 was $1,918,451.
-16-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
NUMBER MARKET
DESCRIPTION OF SHARES COST VALUE
- ----------- ---------- ---------- ----------
<S> <C> <C> <C>
Common stocks 84,925.000 $1,078,355 $2,646,996
Money market funds 22,073.340 22,073 22,073
Shares of registered investment
companies:
American Industries Trust Short
Term Income Fund 165,921.33 165,921 165,921
Fidelity Puritan Fund 34,623.709 606,323 671,007
Dreyfus Short-Intermediate
Government Bond Fund 19,598.582 213,077 212,449
PBHG Growth Fund 26,535.297 617,281 673,731
Fidelity Growth and Income Fund 23,702.459 778,684 903,064
Fidelity Spartan U.S. Equity Index 2,257.89 75,059 78,981
Warburg Pincus International
Equity Fund 18,934.037 372,306 322,068
---------- ----------
Total investment in shares
of registered investment
companies 2,828,651 3,027,221
---------- ----------
Total assets held for
investment purposes $3,929,079 $5,696,290
---------- ----------
---------- ----------
Loans to participants bearing
interest at rates ranging
from 7.0% to 10.0% $ - $ 309,408
---------- ----------
---------- ----------
</TABLE>
-17-
<PAGE>
SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997
<TABLE>
PURCHASE/ MARKET NET
NUMBER OF NUMBER SALES VALUE/ GAIN
DESCRIPTION OF ASSET TRANSACTIONS OF SHARES PRICE COST (LOSS)
- -------------------- ------------ ----------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
PURCHASES
Common stock 47 24,012.000 632,259 632,259
American Industries Trust Short Term Income Fund 31 167,831.920 167,832 167,832
Fidelity Spartan US Equity Index 56 3,637.828 118,748 118,748
Fidelity Puritan Fund 106 17,414.244 329,270 329,270
Dreyfus Short-Intermediate Government Bond Fund 60 5,690.966 61,462 61,462
PBHG Growth Fund 102 12,664.499 309,372 309,372
Fidelity Growth and Income Fund 119 13,222.938 459,156 459,156
Warburg Pincus Growth and Income Fund 4 1,308.450 20,203 20,203
Warburg Pincus International Equity Fund 88 9,776.187 198,478 198,478
SALES
Common Stock 57 10,097.000 245,887 95,674 150,213
American Industries Trust Short Term Income Fund 55 244,664.130 244,664 244,664 -
Fidelity Spartan US Equity Index 14 1,379.938 46,285 43,689 2,596
Fidelity Puritan Fund 95 10,962.435 204,802 184,559 20,243
Dreyfus Short-Intermediate Government Bond Fund 30 1,612.984 17,398 17,563 (165)
PBHG Growth Fund 103 13,488.577 337,032 307,361 29,671
Warburg Pincus Growth and Income Fund 3 1,308.450 20,375 20,203 172
Fidelity Growth and Income Fund 90 6,750.418 230,173 212,410 17,763
Warburg Pincus International Equity Fund 70 6,904.475 149,523 135,470 14,053
</TABLE>
-18-
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHWEST BANK OF TEXAS 401(k) SAVINGS PLAN
Date: June 26, 1998 /s/ ANTHONY TORENTINOS
-------------------------------------------
Anthony Torentinos
Plan Administrator
-19-
<PAGE>
INDEX TO EXHIBITS
NO. EXHIBITS
- ---- --------
23.1 Consent of Ham, Langston & Brezina, L.L.P.
-20-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Southwest Bancorporation of Texas, Inc. on Form S-8 (File No.
333-27891) of our report dated June 24, 1998 on our audit of the financial
statements of the Southwest Bank of Texas 401(k) Savings Plan as of December
31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995,
which report is included in this Annual Report on Form 11-K.
HAM, LANGSTON & BREZINA, L.L.P.
Houston, Texas
June 26, 1998
