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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2331986
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3040 Post Oak Blvd.
Houston, Texas 77056
(713) 993-0002
(Address of registrant's principal executive offices)
PROSPERITY CAPITAL TRUST I
(Exact name of co-registrant as specified in its charter)
DELAWARE 51-6514258
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3040 Post Oak Blvd.
Houston, Texas 77056
(713) 993-0002
(Address of co-registrant's principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. |_|
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. |X|
Securities Act registration statement file numbers to which this
form relates: 333-89481
333-89481-01
Securities to be registered pursuant to Section 12(g) of the Act:
CUMULATIVE TRUST PREFERRED SECURITIES
(AND THE GUARANTEE WITH RESPECT THERETO)
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
Descriptions and terms of Prosperity Capital Trust I's Cumulative
Trust Preferred Securities (the "Preferred Securities") and the Guarantee of
Prosperity Bancshares, Inc. (the "Guarantee") being registered in this Form 8-A
are incorporated herein by reference to the sections entitled "Description of
the Trust Preferred Securities," "Description of the Debentures," and
"Description of the Guarantee," in the preliminary prospectus that forms a part
of the Registration Statement on Form S-1 (Registration Nos. 333-89481 and
333-89481-01), filed with the Securities and Exchange Commission (the
"Commission") on October 21, 1999, (the "Registration Statement"), as amended by
Amendment No. 1 to the Registration Statement filed on November 1, 1999. The
definitive prospectus to be subsequently filed by the registrants pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and the description of
the Preferred Securities and Guarantee contained therein shall be deemed to be
incorporated by reference into this registration statement on Form 8-A.
ITEM 2. EXHIBITS.
The exhibits below are incorporated herein by reference to the
exhibit of the same number in the registrants' Registration Statement on Form
S-1, as amended, filed with the Commission.
4.1 Form of Indenture by and between Prosperity Bancshares, Inc. and
First Union Trust Company, National Association.
4.2 Form of Subordinated Debenture (included as an exhibit to
Exhibit 4.1).
4.3 Certificate of Trust of Prosperity Capital Trust I.
4.4 Trust Agreement of Prosperity Capital Trust I.
4.5 Form of Amended and Restated Trust Agreement of Prosperity Capital
Trust I.
4.6 Form of Trust Preferred Securities Certificate (included as an
exhibit to Exhibit 4.5).
4.7 Form of Trust Preferred Securities Guarantee Agreement.
4.8 Form of Agreement as to Expenses and Liabilities (included as an
exhibit to Exhibit 4.5).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereto duly
authorized.
PROSPERITY BANCSHARES, INC.
Date: November 8, 1999 By: /s/ Tracy T. Rudolph
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Tracy T. Rudolph
President
PROSPERITY CAPITAL TRUST I
Date: November 8, 1999 By: /s/ Tracy T. Rudolph
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Tracy T. Rudolph
Administrative Trustee
By: /s/ David Zalman
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David Zalman
Administrative Trustee
By: /s/ David Hollaway
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David Holloway
Administrative Trustee
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