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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
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 1, 1999
PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-25051 74-2331986
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
3040 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 993-0002
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Incorporated by reference to pages F-28 to F-47,
inclusive, of the Company's Amendment No. 1 to
its Registration Statement on Form S-1
(Registration No. 333-89481) filed with the
Securities and Exchange Commission on November
1, 1999.
(b) Pro forma financial information.
Incorporated by reference to pages 18 to 21,
inclusive, of the Company's Amendment No. 1 to
its Registration Statement on Form S-1
(Registration No. 333-89481) filed with the
Securities and Exchange Commission on November
1, 1999.
(c) Exhibits. The following material is filed as an
exhibit to this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization between Prosperity
Bancshares, Inc. and South Texas Bancshares, Inc. dated June 17,
1999 (incorporated herein by reference to Exhibit 2.1 to
Prosperity's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
23.1 Consent of Padgett, Stratemann & Co., L.L.P.
2-
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SIGNATURE
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.
PROSPERITY BANCSHARES, INC.
Dated: November 8, 1999 By: /s/ Tracy T. Rudolph
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Tracy T. Rudolph
President
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization between Prosperity
Bancshares, Inc. and South Texas Bancshares, Inc. dated June 17,
1999 (incorporated herein by reference to Exhibit 2.1 to
Prosperity's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
23.1 Consent of Padgett, Stratemann & Co., L.L.P.
4-
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to the
Current Report on Form 8-K of Prosperity Bancshares, Inc. of our report dated
February 18, 1999 relating to the consolidated financial statements of South
Texas Bancshares, Inc. and Subsidiary which appears in Amendment No. 1 to the
Registration Statement on Form S-1 (Registration No. 333-89481) of Prosperity
Bancshares, Inc.
We also consent to the reference to us under the heading "Experts"
in such Registration Statement.
Padgett, Stratemann & Co., L.L.P.
/s/ Padgett, Stratemann & Co., L.L.P.
San Antonio, Texas
November 8, 1999
