<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
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>
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
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share . . . . . . . . . . 310,000 shares $17.22 $5,338,200 $1,485.00
</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 June 11,
1999 ($17.22 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.
================================================================================
<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 14, 1999
310,000 Shares
SOUTHWEST BANCORPORATION OF TEXAS, INC.
COMMON STOCK
This prospectus relates to the periodic offer and sale of up to 310,000
shares of common stock of Southwest Bancorporation of Texas, Inc., a Texas
corporation, for the account of the person named under the caption "Selling
Stockholder." This offering of shares will terminate on or before June ___,
2001.
Southwest's common stock is listed for trading on The NASDAQ Stock
Market under the trading symbol "SWBT." On June 11, 1999, the last reported
sale price of the Common Stock on NASDAQ was $16.875 per share. The shares
may be sold at market prices prevailing at the time of sale or at negotiated
prices. Southwest will not receive any of the proceeds from the sale of
shares by the selling stockholder. Southwest will pay all expenses of
registration incurred in connection with the offering, but the selling
stockholder will pay all brokerage commissions.
_______________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SHARES, AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SHARES, IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
_______________
- -------------------------------------------------------------------------------
The date of this Prospectus is ______________, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
PAGE
----
<S> <C>
About this Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Southwest filed
with the Securities and Exchange Commission utilizing a "shelf" registration
process. Under this shelf registration process, the selling stockholder may
offer from time to time up to 310,000 shares of Southwest common stock. You
should read this prospectus together with additional information described
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Southwest files annual, quarterly and special reports, proxy statements
and other information with the SEC. Its SEC filings are available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You
may also read and copy any document Southwest files at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the SEC located at 7 World Trade Center, Suite 1300, New
York, New York 60661 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You may obtain information on the operation of the SEC's
public reference room in Washington, D.C. by calling the SEC at
1-800-SEC-0330. Southwest also files such information with The NASDAQ Stock
Market. Such reports, proxy statements and other information may be read and
copied at its offices at 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows Southwest to "incorporate by reference" the information
it files with them, which means that Southwest can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that Southwest files later with the SEC will automatically update
and supersede this information. Southwest incorporates by reference the
documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the selling stockholder sells all of the common stock or it terminates
this offering:
- Its Annual Report on Form 10-K for the year ended December 31, 1998;
- Its Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
- Its Current Report on Form 8-K, dated April, 1999; and
- Its description of Southwest's common stock contained in its
prospectus dated January 27, 1997, included in its registration
statement on Form S-1 (Reg. No. 333-16509).
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address or telephone number:
Controller
Southwest Bancorporation of Texas, Inc.
4400 Post Oak Parkway
Houston, Texas 77027
(713) 235-8800
-2-
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Southwest has not
authorized anyone else to provide you with different information. The
selling stockholder is not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
in this prospectus, any prospectus supplement or any document incorporated by
reference is accurate as of any date other than the date of those documents.
THE COMPANY
Southwest is the bank holding company for Southwest Bank of Texas
National Association. Southwest is the largest independent bank holding
company headquartered in metropolitan Houston, Texas. Its principal offices
are located at 4400 Post Oak Parkway, Houston, Texas 77027, and its telephone
number is (713) 238-8800.
USE OF PROCEEDS
All of the shares offered hereby are being offered by the selling
stockholder. Southwest will receive no part of the proceeds of any sales
made hereunder.
SELLING STOCKHOLDER
All of the shares of common stock offered hereby are being sold by The
Woodlands Land Development Company, L.P., as the selling stockholder. As of
the date of this prospectus, these shares have not been issued. The selling
stockholder has the contractual right to acquire these shares by converting
the book value of its 49% equity interest in Mitchell Mortgage Company L.L.C.
into shares of Southwest common stock at a conversion rate equal to 119.3408
shares of Southwest common stock for each $1,000 of its ownership interest in
Mitchell. This equates to a conversion price of approximately $8.38 per share
of Southwest common stock. Based on the book value of the selling
stockholder's equity interest in Mitchell of $2,541,392, as of March 31,
1999, the selling stockholder would have had the right to acquire 303,292
shares of Southwest common stock as of that date. The actual number of
shares which the selling stockholder acquires will be based upon the book
value of its ownership interest in Mitchell as of the date it exercises its
conversion right. Southwest believes that the actual number will not exceed
the number of shares set forth on the cover page of this prospectus.
Mitchell will become a wholly-owned subsidiary of Southwest upon the selling
stockholder's exercise of its conversion right, since Southwest currently
owns the remaining 51% equity interest in Mitchell.
Southwest has agreed to pay all expenses incident to the registration of
the shares offered hereby under the Securities Act of 1933 and any
registration or qualification under applicable state securities laws.
Southwest has also agreed to reimburse the selling stockholder for reasonable
fees and disbursements of its counsel up to $5,000 in connection with this
registration. The selling stockholder is responsible for all underwriting
discounts and commissions with respect to sales of the shares offered hereby.
PLAN OF DISTRIBUTION
The selling stockholder may from time to time offer the shares for sale
either directly or through underwriters, dealers or agents or on any exchange
on which the shares may 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
stockholder 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 of 1933. 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.
-3-
<PAGE>
The Company has agreed to indemnify the selling stockholder 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 stockholder 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 financial statements in this prospectus by reference to
the Annual Report on Form 10-K of Southwest Bancorporation of Texas, Inc. for
the year ended December 31, 1998 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
With respect to the unaudited consolidated financial information of
Southwest Bancorporation of Texas, Inc. for the three-month periods ended
March 31, 1999 and 1998, incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP reported that they have applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate report dated April 12, 1999, incorporated by
reference herein, states that they did not audit and they do not express an
opinion on that unaudited consolidated financial information. Accordingly,
the degree of reliance on their report on such information should be
restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
consolidated financial information because that report is not a report or a
part of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
-4-
<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) $ 1,485
Accountant's Fees and Expenses 6,000
Legal Fees and Expenses 10,000
Printing Expenses 1,000
Miscellaneous 1,515
--------
Total $ 20,000
========
</TABLE>
The Company will bear the expenses of registration of the shares; the
selling stockholder will not bear any of such expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of Southwest provide that, subject to
certain limitations, its officers and directors (and certain other
individuals acting on behalf of Southwest) will be indemnified by Southwest
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.
Southwest's Articles of Incorporation provide that a director of
Southwest 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.
<TABLE>
<S> <C> <C>
*3.1 -- Articles of Incorporation of Southwest
*3.2 -- Bylaws of Southwest (Restated as of December 31, 1996)
*3.3 -- Amendment dated December 18, 1996 to Articles of
Incorporation of Southwest
*4.1 -- Specimen Common Stock certificate
4.2 -- Operating Agreement dated January 1, 1997 of Mitchell
Mortgage Servicing Company L.L.C. (predecessor of Mitchell
Mortgage Company L.L.C.) (incorporated by reference to
Exhibit 10.13 to Form S-4 Registration Statement
No. 333-70525)
4.3 -- Letter Agreement dated January 1, 1997 among Fort Bend
Federal Savings and Loan Association of Rosenberg, Fort Bend
Holding Corp., The Woodlands Corporation and Mitchell
Mortgage Company, containing conversion rights as to
ownership interest in Mitchell Mortgage Company L.L.C.
(incorporated by reference to Exhibit 10.14 to Form S-4
Registration Statement No. 333-70525)
4.4 -- Letter Agreement dated November 2, 1998 between Southwest
Bancorporation of Texas, Inc. and The Woodlands Operating
Company, LP as Agent for The Woodlands Land Development
Company, L.P. (incorporated by reference to Exhibit 10.15 to
Form S-4 Registration Statement No. 333-70525)
**5.1 -- Opinion of Vinson & Elkins L.L.P.
**15.1 -- Awareness Letter of PricewaterhouseCoopers LLP.
**23.1 -- Consent of PricewaterhouseCoopers LLP.
**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)
</TABLE>
- --------------
* 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.
II-2
<PAGE>
(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.
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
14th day of June, 1999.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ WALTER E. JOHNSON Chairman of the Board and Chief June 14, 1999
- -------------------------------- Executive Officer (Principal
Walter E. Johnson Executive Officer)
/s/ DAVID C. FARRIES Executive Vice President, June 14, 1999
- -------------------------------- Treasurer and Secretary (Principal
David C. Farries Financial Officer)
/s/ R. JOHN McWHORTER Senior Vice President and Controller June 14, 1999
- -------------------------------- (Principal Accounting Officer)
R. John McWhorter
/s/ J. DAVID HEANEY Director June 14, 1999
- --------------------------------
J. David Heaney
Director
- --------------------------------
John W. Johnson
/s/ JOHN B. BROCK III Director June 14, 1999
- --------------------------------
John B. Brock III
II-4
<PAGE>
Director
- --------------------------------
Ernest H. Cockrell
Director
- --------------------------------
Wilhelmina R. Morian
/s/ PAUL B. MURPHY, JR. Director June 14, 1999
- --------------------------------
Paul B. Murphy, Jr.
/s/ ANDRES PALANDJOGLOU Director June 14, 1999
- --------------------------------
Andres Palandjoglou
/s/ ADOLPH A. PFEFFER, JR. Director June 14, 1999
- --------------------------------
Adolph A. Pfeffer, Jr.
Director
- --------------------------------
Stanley D. Stearns, Jr.
/s/ LANE WARD Director June 14, 1999
- --------------------------------
Lane Ward
Director
- --------------------------------
Michael T. Willis
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
*3.1 -- Articles of Incorporation of Southwest
*3.2 -- Bylaws of Southwest (Restated as of December 31, 1996)
*3.3 -- Amendment dated December 18, 1996 to Articles of
Incorporation of Southwest
*4.1 -- Specimen Common Stock certificate
4.2 -- Operating Agreement dated January 1, 1997 of Mitchell
Mortgage Servicing Company L.L.C. (predecessor of Mitchell
Mortgage Company L.L.C.) (incorporated by reference to
Exhibit 10.13 to Form S-4 Registration Statement
No. 333-70525)
4.3 -- Letter Agreement dated January 1, 1997 among Fort Bend
Federal Savings and Loan Association of Rosenberg, Fort
Bend Holding Corp., The Woodlands Corporation and Mitchell
Mortgage Company, containing conversion rights as to
ownership interest in Mitchell Mortgage Company L.L.C.
(incorporated by reference to Exhibit 10.14 to Form S-4
Registration Statement No. 333-70525)
4.4 -- Letter Agreement dated November 2, 1998 between Southwest
Bancorporation of Texas, Inc. and The Woodlands Operating
Company, LP as Agent for The Woodlands Land Development
Company, L.P. (incorporated by reference to Exhibit 10.15
to Form S-4 Registration Statement No. 333-70525)
**5.1 -- Opinion of Vinson & Elkins L.L.P.
**15.1 -- Awareness Letter of PricewaterhouseCoopers LLP.
**23.1 -- Consent of PricewaterhouseCoopers LLP.
**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)
</TABLE>
- --------------
* 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.
<PAGE>
EXHIBIT 5.1
(713) 758-2128 (713) 615-5282
June 14, 1999
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 person named as the selling stockholder
in the Registration Statement (the "Selling Stockholder") of an aggregate of
up to 310,000 shares of the Company's common stock, $1.00 par value ("Company
Common Stock"). In such connection, we are passing on certain legal matters
in connection with the issuance of such 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 of Company Common Stock issuable upon conversion of the
Selling Stockholder's 49% equity interest in Mitchell Mortgage Company L.L.C.
into shares of Company Common Stock (the "Shares") have been validly
authorized for issuance and, upon the issuance thereof pursuant to the
Selling Stockholder's contractual right with respect to such conversion, the
Shares will be validly issued, 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,
VINSON & ELKINS L.L.P.
0282:2102
<PAGE>
EXHIBIT 15.1
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
June 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Southwest Bancorporation of Texas, Inc. Registration on Form S-3.
We are aware that our report dated April 12, 1999 on our review of interim
financial information of Southwest Bancorporation of Texas, Inc. and
subsidiary for the period ended March 31, 1999 and included in the Company's
quarterly report on Form 10-Q for the quarter then ended is incorporated by
reference in this registration statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
PricewaterhouseCoopers LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. 333-________) of our reports dated February
12, 1999, relating to the consolidated financial statements and financial
statement schedule which appear in Southwest Bancorporation of Texas, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998. We also
consent to the reference to our firm under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
Houston, Texas
June 14, 1999
