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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1999, Prosperity Bancshares, Inc. ("Prosperity"), a Texas
corporation, completed its previously announced acquisition ("Acquisition") of
South Texas Bancshares, Inc., a Texas corporation ("South Texas"). Pursuant to
the Agreement and Plan of Reorganization dated June 17, 1999 by and between
Prosperity and South Texas ("Agreement"), the issued and outstanding shares of
common stock of South Texas were converted into the right to receive aggregate
consideration of $22,549,000 in cash or approximately $93.40 per share, and the
outstanding options to acquire shares of common stock of South Texas were
converted into the right to receive aggregate consideration of $802,000 in cash
or approximately $93.40 less the exercise price of each individual option. The
Acquisition was accounted for as a purchase.
In connection with the Acquisition, The Commercial National Bank of
Beeville ("CNB"), a wholly owned subsidiary of South Texas, was merged with and
into First Prosperity Bank ("Prosperity Bank"), a wholly owned subsidiary of
Prosperity. Prosperity intends to continue operating the business of South Texas
by integrating its operations with those of Prosperity and operating the
existing locations of CNB as branches of Prosperity Bank.
The purchase price for the Acquisition was determined by negotiations
between the parties. Prosperity financed the Acquisition with existing cash. No
material relationships exist between South Texas and Prosperity or any of its
affiliates, any officers or directors of Prosperity or any associate of such
officer or director.
South Texas is a bank holding company as defined in the Bank Holding
Company Act of 1956, as amended, and does not engage in separate business
activities of a material nature apart from the activities it performs for CNB,
and it owns no significant assets other than its ownership of 100% of the issued
and outstanding capital stock of CNB. CNB provides commercial banking services
to businesses, public and governmental organizations and consumers from its main
location in Beeville, Texas and three other locations in Beeville, Mathis and
Goliad, Texas.
At June 30, 1999, South Texas had, on a consolidated basis, total assets
of $135.8 million, total deposits of $119.0 million, total loans (net of
unearned discount and allowance for loan losses) of $34.5 million and total
shareholders' equity of $15.6 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Pursuant to item
7(a)(4), the financial statements required by this item are not included in this
Form 8-K and will be filed by amendment within 60 days of the date that this
Form 8-K is required to be filed.
(b) Pro forma financial information. Pursuant to items 7(a)(4) and
7(b)(2), the pro forma financial statements required by this item are not
included in this Form 8-K and will be filed by amendment within 60 days of the
date that this Form 8-K is required to be filed.
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(c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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).
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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: October 15, 1999 By: /s/ TRACY T. RUDOLPH
Tracy T. Rudolph
President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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).
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