<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4, 2001
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) 758-2222
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>
<CAPTION>
======================================================================================================================
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............ 3,998,967 $40.375 $161,458,293 $40,365.00
shares
======================================================================================================================
</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
January 2, 2001 ($40.375 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>
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 JANUARY 4, 2001
3,998,967 Shares
SOUTHWEST BANCORPORATION OF TEXAS, INC.
COMMON STOCK
This prospectus relates to the periodic offer and sale of up to
3,998,967 shares of common stock of Southwest Bancorporation of Texas, Inc.,
a Texas corporation, for the account of certain selling shareholders named
under the caption "Selling Shareholders." This offering of shares will
terminate on or before December 31, 2002.
Our common stock is listed for trading on The NASDAQ Stock Market
("NASDAQ") under the trading symbol "SWBT." On January 2, 2001, the last
reported sale price of our common stock on NASDAQ was $40.375 per share. The
shares covered by this prospectus may be sold at market prices prevailing at
the time of sale or at negotiated prices. We will not receive any of the
proceeds from the sale of the shares by the selling shareholders. Each
shareholder named in this prospectus acquired his shares pursuant to an
Agreement and Plan of Merger by and between us and Citizens Bankers, Inc.
dated as of October 16, 2000 and/or a related Purchase Agreement by and among
us, Southwest Bank of Texas, N.A., and Citizens Bankers Limited Partnership
and Baytown Land I, Ltd. dated November 9, 2000. Under those agreements, we
agreed to pay all expenses of registration of the sale of the shares covered
by this prospectus, estimated at $55,000, but the selling shareholders will
pay all brokerage commissions.
The address of our executive offices is 4400 Post Oak Parkway, Houston,
Texas 77027, and our telephone number is (713) 235-8800.
---------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. 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 us. 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 our affairs since the date hereof or that the information
contained herein is correct as of any time subsequent to the date hereof.
--------------------------------------------------------------------------------
The date of this prospectus is January __, 2001.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ABOUT THIS PROSPECTUS.....................................................2
WHERE YOU CAN FIND MORE INFORMATION.......................................2
RISK FACTORS..............................................................3
THE COMPANY...............................................................4
USE OF PROCEEDS...........................................................4
SELLING SHAREHOLDERS......................................................5
PLAN OF DISTRIBUTION......................................................7
LEGAL MATTERS.............................................................8
EXPERTS...................................................................8
</TABLE>
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration
process. Under this shelf registration process, the selling shareholder may
offer from time to time up to 3,998,967 shares of our 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
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").
Our SEC filings are available to you over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file 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. We also file this information with the NASDAQ
Stock Market. These 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 us to "incorporate by reference" the information we file
with them, which means that we 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 we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), until all of the
securities described in this prospectus are sold.
- Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
- Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000, and September 30, 2000;
- Our Current Reports on Form 8-K filed with the SEC on March 7,
2000, October 17, 2000 and December 29, 2000; and
- The description of our common stock contained in our Prospectus
dated January 27, 1997, which description is included in our
Registration Statement on Form S-1 (Registration Statement No.
333-16509).
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) 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>
RISK FACTORS
Prospective purchasers of the common stock covered by this
prospectus should carefully review the information contained elsewhere or
incorporated by reference in this prospectus and should particularly consider
the following matters. 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
cautionary 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.
OUR 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 our 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 our consolidated financial condition, results of operations or cash
flows.
OUR EARNINGS DEPEND TO A SUBSTANTIAL EXTENT ON "RATE DIFFERENTIALS".
Our earnings depend to a substantial extent on "rate differentials,"
i.e., the differences between the income we receive from loans, securities
and other earning assets, and the interest expense we pay to obtain deposits
and other liabilities. These rates are highly sensitive to many factors which
are beyond our 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 our
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 our 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
our net interest margin and results of operations. The nature, timing and
effect of any future changes in federal monetary and fiscal policies on us
and our results of operations are not predictable.
THE BANKING INDUSTRY IS HIGHLY COMPETITIVE
The banking industry is highly competitive, and our profitability
depends principally upon our ability to compete in the Houston metropolitan
area. In addition to competing with other commercial and savings banks and
savings and loan associations, we compete 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 we offer. Many
of our competitors have significantly greater financial and other resources
than ours. Although we have been able to compete effectively in the past, no
assurance can be given that we 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. It is possible for the
United States Congress to enact legislation that may further increase
competitive pressures on us. Competition from both financial and
non-financial institutions is expected to continue.
3
<PAGE>
BANK HOLDING COMPANIES AND BANKS OPERATE IN A HIGHLY REGULATED ENVIRONMENT
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. We are subject to the Bank Holding
Company Act of 1956, as amended, and to regulation and supervision by the
Federal Reserve Board. Our subsidiary, Southwest Bank of Texas National
Association ("SW Bank"), as a national banking association, is subject to
regulation and supervision by the Office of the Comptroller of the Currency
(the "OCC") and, as a result of the insurance of its deposits, the Federal
Deposit Insurance Corporation. These regulations are intended primarily for
the protection of depositors, rather than for the benefit of investors.
Southwest Bancorporation of Texas, Inc., a Texas corporation ("Southwest"),
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 Southwest
and SW Bank in the future.
Federal Reserve Board policy requires a bank holding company such as
Southwest 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.
Our principal source of funds is cash dividends from SW Bank. The
payment of dividends by SW Bank to Southwest 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 September 30, 2000,
approximately $5.1 million was available for payment of dividends by SW Bank
to Southwest 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 Southwest if such limits were deemed
appropriate to preserve SW Bank's capital.
THE COMPANY
We are the bank holding company for SW Bank and the largest
independent bank holding company headquartered in the Houston metropolitan
area, Texas. Our principal executive offices are located at 4400 Post Oak
Parkway, Houston, Texas 77027, and our telephone number is (713) 235-8800.
For additional information regarding our company, see the documents specified
in "Where You Can Find More Information."
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
covered by this prospectus.
4
<PAGE>
SELLING SHAREHOLDERS
The common stock covered by this prospectus is to be offered for the
account of the following selling shareholders of our company:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES OF
OF COMMON STOCK NUMBER OF SHARES OF COMMON STOCK TO BE OWNED
OWNED PRIOR TO COMMON STOCK OFFERED AFTER COMPLETION OF
NAME OF SELLING SHAREHOLDER OFFERING HEREUNDER OFFERING
------------------------------------ -------------------- ---------------------- --------------------------
<S> <C> <C> <C>
Mack Bray 189 189 -0-
D. Webster Brinkley 2,541 2,541 -0-
Elayne D. Brunson 10,166 10,166 -0-
Mary Catherine Stewart Butler 50,025 50,025 -0-
Citizens Bank & Trust Co.,
Trustee for A.E. Jones 5,083 5,083 -0-
Citizens Bank & Trust Co.,
Trustee for Mose Sumner 10,166 10,166 -0-
Citizens Bank & Trust Co.,
Trustee for Robert Strickland
By-Pass Trust 25,162 25,162 -0-
Citizens Bank & Trust Co.
Trustee for Robert Strickland
Marital Deduction Trust 76,505 76,505 -0-
N.H. Conder 10,166 10,166 -0-
Cotulla Partners, Ltd. 36,175 36,175 -0-
Jean Hedrick Darden 12,472 12,472 -0-
Wanda Stewart Dedmon 2,541 2,541 -0-
Deanna O. Echols 2,894 2,494 400
JCE/CBI, Ltd. 1,726,893 1,726,893 -0-
John C. Echols 3,495 3,495 -0-
Andrew C. Echols 14,461 14,461 -0-
John H. Echols 14,461 14,461 -0-
Hugh A. Echols 14,461 14,461 -0-
Mary Frances Fayle 2,541 2,541 -0-
Mary Wheeler Floyd 12,472 12,472 -0-
Julia Farned Gervais 10,166 10,166 -0-
Bernie Giddings Testamentary
Trustee 9,977 9,977 -0-
William J. Gidley 10,166 10,166 -0-
Diane W. Gillette 1,496 1,496 -0-
John A. Gillette 1,496 1,496 -0-
Lean L. Gillette 1,496 1,496 -0-
Michael L. Gillette 1,496 1,496 -0-
Robert L. Gillette 1,186 1,186 -0-
John William Hartman 20,333 20,333 -0-
Ted Hazelwood 2,259 2,259 -0-
Tim Hazelwood 2,259 2,259 -0-
Tom Hazelwood 2,259 2,259 -0-
Johnnie G. Jennings 82,926 82,926 -0-
Johnnie G. Jennings, Trustee,
Rosemary Jennings Family Trust 70,592 70,592 -0-
Milton C. Kelley, Jr. 25,417 25,417 -0-
H.W. Kilpatrick III, M.D. 6,354 6,354 -0-
Ralph H. Kunz 6,777 6,777 -0-
Charles Lee Liggett, Sr. 6,425 6,425 -0-
Scott P. Liggett 3,741 3,741 -0-
Diane B. McCage 6,777 6,777 -0-
Melanie Jane McCall 2,259 2,259 -0-
Ted Hearn McCall, Jr. 2,259 2,259 -0-
Conrad W. Magouirk 10,166 10,166 -0-
Katrinka Magourik 25,417 25,417 -0-
5
<PAGE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES OF
OF COMMON STOCK NUMBER OF SHARES OF COMMON STOCK TO BE OWNED
OWNED PRIOR TO COMMON STOCK OFFERED AFTER COMPLETION OF
NAME OF SELLING SHAREHOLDER OFFERING HEREUNDER OFFERING
------------------------------------ -------------------- ---------------------- --------------------------
<S> <C> <C> <C>
Carolyn S. Marriner 88,723 88,723 -0-
Jennifer Manley 2,494 2,494 -0-
Memorial Hermann Foundation 24,944 24,944 -0-
Tillman D. O'Brien III 5,083 5,083 -0-
John Oliver 9,977 9,977 -0-
Rolland J. Pruett 10,166 10,166 -0-
Bruce R. Riggs 1,496 1,496 -0-
Jane G. Riggs 1,496 1,496 -0-
Douglas E. Stewart 65,349 65,349 -0-
Duncan Winston Stewart 57,010 57,010 -0-
Marcia F. Stewart 3,616 3,616 -0-
Susan Stewart 68,484 68,484 -0-
Marigrace Strickland 12,944 12,944 -0-
Thera Holding Partners, Ltd. 1,285,005 1,285,005 -0-
Beverly Ann Valentino 2,259 2,259 -0-
Ross Wheeler 12,472 12,472 -0-
Eric Eugene Wooddell 1,247 1,247 -0-
</TABLE>
On October 16, 2000, Southwest and Citizens Bankers, Inc. entered
into an Agreement and Plan of Merger pursuant to which Citizens Bankers, Inc.
was merged into Southwest on December 29, 2000, and the former shareholders
of Citizens Bankers, Inc. received 3,893,846 shares of Southwest common stock
in exchange for their shares of Citizens Bankers, Inc. In a related
transaction, Southwest, SW Bank, Baytown Land I, Ltd. and Citizens Bankers
Limited Partnership ("CBLP") entered into a Purchase Agreement dated November
9, 2000 pursuant to which SW Bank purchased the assets and assumed the
liabilities of CBLP concurrently with the merger. As consideration for the
asset purchase, Southwest issued 106,153 shares of its stock to CBLP and
assumed approximately $4.4 million of liabilities of CBLP. CBLP thereupon
distributed those shares to its partners and liquidated and dissolved.
Substantially all of the partners of CBLP are also shareholders of Citizens
Bankers, Inc. The former shareholders of Citizens Bankers, Inc. and the
former partners of CBLP are the selling shareholders under this prospectus.
Certain additional agreements were executed by Citizens, Southwest
and others in connection with the merger agreement.
EMPLOYMENT AGREEMENTS. Andrew C. Echols, Hugh A. Echols, John C.
Echols, John H. Echols and Conrad W. Magouirk, each an officer or director of
Citizens or one of its subsidiaries, have executed employment agreements with
Southwest. Each of the employment agreements is for a three-year term except
for the employment agreement with John C. Echols, which is for a one-year
term. The contracts provide for a base salary, and all except the one for
John C. Echols provide for a bonus at the discretion of the Compensation
Committee of Southwest and a recommendation to the Compensation Committee to
award stock options. The employees are entitled to other perquisites such as
reimbursement of business and entertainment expenses and a car allowance. In
addition, each employee is entitled to participation in all group benefit
plans provided by Southwest and will generally be credited with past service
for Citizens for purposes of the vesting of benefits under Southwest's plans.
Each employment agreement includes a provision which prohibits the employee
from competing with Southwest during the term of employment and, depending on
the cause of termination of employment, for one year thereafter. The
employment agreement with John C. Echols provides for an absolute
noncompetition period of one year after termination of employment regardless
of the cause of the termination.
6
<PAGE>
The chart below describes the basic compensation terms of each
employment agreement with a selling shareholder who is a director of Citizens.
<TABLE>
<CAPTION>
Base Discretionary
Name Salary Bonus Discretionary Stock Option (Shares)
----------------------- ----------------- ------------------------ -----------------------------------
<S> <C> <C> <C>
Andrew C. Echols $ 138,750 (1) $ 34,687 5,000
Hugh A. Echols 88,800 (2) 17,760 2,500
John C. Echols 60,000 -- --
John H. Echols 222,000 (3) 110,000 10,000
Conrad W. Magouirk 244,755 60,000 5,000
</TABLE>
-----------------------
(1) For a period of up to 120 days following the consummation of the
merger, the base salary of Andrew C. Echols will be $216,400 or
$18,033.33 per month.
(2) For a period of up to 120 days following the consummation of the
merger, the base salary of Hugh A. Echols will be $122,900 or
$10,241.67 per month.
(3) For a period of up to 120 days following the consummation of the
merger, the base salary of John H. Echols will be $293,800 or
$24,483.33 per month.
AFFILIATE AGREEMENTS. Pursuant to the merger agreement, the
directors and executive officers of Citizens and the principal shareholders
of Citizens have entered into affiliate agreements with Southwest pursuant to
which they have agreed, among other things, not to offer to sell, transfer or
otherwise dispose of any shares of Southwest common stock acquired by them in
the merger and the asset purchase until the publication of financial results
covering at least 30 days of post-merger combined operations of Southwest and
Citizens. Even after such publication, they have agreed not to dispose of
Southwest common stock in violation of the Securities Act or the rules and
regulations promulgated thereunder.
DIRECTOR LETTER. In a letter to John H. Echols and Duncan W.
Stewart, Southwest has agreed to increase its number of Class II and Class I
directors by one position each and to elect John H. Echols and Duncan W.
Stewart to fill such vacancies, respectively. Southwest has also agreed to
nominate Messrs. Echols and Stewart for re-election to such positions at the
annual meeting of shareholders in 2001. In the letter, SW Bank also agreed to
elect Messrs. Echols and Stewart to its Board of Directors.
PLAN OF DISTRIBUTION
As of the date of this prospectus, we have not been advised by the
selling shareholders as to any plan of distribution. Distribution of the
common stock by the selling shareholders, or by pledges, donees (including
charitable organizations), transferees or other successors in interest, may
be effected from time to time in one or more transactions (which may involve
block transactions):
- on any exchange (including the NASDAQ Stock Market) on which the
common stock may from time to time be traded in transactions that
may include special offerings and exchange distributions pursuant
to and in accordance with the rules of such exchange,
- in the over-the-counter market,
- in underwritten transactions, or
- in transactions otherwise than on such exchange or in the
over-the-counter market, or in a combination of any such
transactions.
In connection with sales of the common stock hereunder, the selling
shareholders may enter into hedging transactions with broker-dealers, who may
in turn engage in short sales of the common stock in the course of
7
<PAGE>
hedging the positions they assume. The selling shareholders also may sell
shares of common stock short and deliver them to close out the short
positions, or loan or pledge the shares of commons stock to broker-dealers
that in turn may sell them.
Such transactions may be effected by the selling shareholders at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices. The
selling shareholders may effect such transactions by selling the common stock
to underwriters or to or through broker-dealers, and such underwriters or
broker-dealers may receive compensation in the form of discounts or
commissions from the selling shareholders and may receive commissions from
the purchasers of the common stock for whom they may act as agent. The
selling shareholders may agree to indemnify any underwriter, broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act").
Southwest has agreed to bear certain expenses (excluding any
underwriting fees, expenses, discounts or other costs payable to any
underwriter, broker or dealer) in connection with the registration and sale
of the common stock being offered by the selling shareholders, estimated to
be approximately $50,000 in the absence of any underwritten public offering.
In addition, Southwest has agreed to indemnify the selling shareholders
against certain liabilities, including liabilities arising under the
Securities Act.
The selling shareholders and any underwriters, broker-dealers or
agents that participate with the selling shareholders in the distribution of
the common stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit on the
resale of any common stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
LEGAL MATTERS
The validity of the shares offered under this prospectus has been passed
upon by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999 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 financial information of Southwest and
Subsidiary for the three-, six-, and nine-month periods ended March 31, 2000
and 1999, June 30, 2000 and 1999, and September 30, 2000 and 1999,
respectively, 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 reports dated April 12, 2000, July 17, 2000 and
October 17, 2000, incorporated by reference herein, states that they did not
audit and they do not express an opinion on that unaudited 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 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.
8
<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).............. $40,365
Accountant's Fees and Expenses..................................... 1,000
Legal Fees and Expenses............................................ 10,000
Printing Expenses.................................................. 1,000
Miscellaneous...................................................... 2,635
---------
Total.............................................................. $55,000
=========
</TABLE>
Southwest 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 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
***3.4 -- Amendment dated May 1, 2000 to Articles of Incorporation of Southwest
*4.1 -- Specimen Common Stock certificate
**5.1 -- Opinion of Vinson & Elkins L.L.P.
****10.1 -- Employment Agreement between Southwest and John H. Echols
**15.1 -- Awareness Letter of Independent Accountants
**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 SEC
on January 27, 1997.
** Filed herewith.
*** This Exhibit is incorporated herein by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000.
**** This Exhibit is incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated December 29, 2000.
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 SEC 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 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 3rd day of January, 2001.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
By: /s/ PAUL B. MURPHY, JR.
------------------------------------
Paul B. Murphy, Jr.
President 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/ PAUL B. MURPHY, JR.
--------------------------------------------- President and Chief Executive January 3, 2001
Paul B. Murphy, Jr. Officer and Director
/s/ DAVID C. FARRIES
--------------------------------------------- Executive Vice President, January 3, 2001
David C. Farries Treasurer and Secretary (Principal
Financial Officer)
/s/ R. JOHN McWHORTER
--------------------------------------------- Senior Vice President and January 3, 2001
R. John McWhorter Controller (Principal Accounting
Officer)
Director January 3, 2001
---------------------------------------------
J. David Heaney
Director January 3, 2001
---------------------------------------------
John W. Johnson
/s/ JOHN B. BROCK III Director January 3, 2001
---------------------------------------------
John B. Brock III
II-4
<PAGE>
/s/ ERNEST H. COCKRELL Director January 3, 2001
---------------------------------------------
Ernest H. Cockrell
/s/ WALTER E. JOHNSON
--------------------------------------------- Chairman of the Board and January 3, 2001
Walter E. Johnson Director
/s/ WILHELMINA R. MORIAN Director January 3, 2001
---------------------------------------------
Wilhelmina R. Morian
Director January 3, 2001
---------------------------------------------
Andres Palandjoglou
/s/ ADOLPH A. PFEFFER, JR. Director January 3, 2001
---------------------------------------------
Adolph A. Pfeffer, Jr.
Director January 3, 2001
---------------------------------------------
Stanley D. Stearns, Jr.
/s/ LANE WARD Director January 3, 2001
---------------------------------------------
Lane Ward
Director January 3, 2001
---------------------------------------------
Michael T. Willis
</TABLE>
II-5
