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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - October 16, 2000
SOUTHWEST BANCORPORATION OF TEXAS, INC.
(Name of Registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
TEXAS 000-22007 76-0519693
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
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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)
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On October 16, 2000, Southwest Bancorporation of Texas, Inc. (the
"Registrant" and the "Company") executed a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Citizens Bankers, Inc. ("Citizens"),
providing for the merger of Citizens with and into the Company. In connection
with the Merger Agreement, the Company will also enter into a separate agreement
to acquire all of the assets and liabilities of a related partnership that owns
the office building currently used by Citizens. The transaction provides that
the shareholders of Citizens and the partners of the related partnership will
receive a total of between 4,000,000 and 4,300,000 shares of Company Common
Stock during the period of 15 trading days ending five business days preceding
the closing date of the merger. An average market price equal to or greater than
$32.50 will result in the issuance of 4,000,000 shares and an average market
price equal to or less than $30.2326 will result in the issuance of 4,300,000
shares. The merger and acquisition are to be accounted for as a
pooling-of-interests. It is anticipated that the transaction will close late in
the fourth quarter of 2000 or during the first quarter of 2001, subject to
approval of Citizens' shareholders, regulatory approvals and customary closing
conditions. The shares of Company Common Stock to be issued to the shareholders
of Citizens Bankers, Inc. and the partners of the related partnership will not
be registered under the Securities Act of 1933 and may not be issued or sold in
the United States absent registration or an applicable exemption from the
registration requirements thereunder. The purpose of this Form 8-K Current
Report is to file as exhibits, a copy of the Company's news release dated
October 17, 2000 announcing the execution of the definitive Merger Agreement and
a copy of the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
2.1 - Agreement and Plan of Merger dated October 16, 2000, between
the Company and Citizens Bankers, Inc.
99.1 - News Release dated October 17, 2000, announcing the
execution of the Agreement and Plan of Merger between the
Company and Citizens Bankers, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
Date: October 17, 2000 By: /s/ R. JOHN McWHORTER
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R. John McWhorter
Senior Vice President and Controller
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EXHIBIT INDEX
2.1 - Agreement and Plan of Merger dated October 16, 2000, between
the Company and Citizens Bankers, Inc.
99.1 - News Release dated October 17, 2000, announcing the
execution of the Agreement and Plan of Merger between the
Company and Citizens Bankers, Inc.
