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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): November 8, 2000
PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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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)
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Registrant's telephone number, including area code: (713) 993-0002
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Item 5. Other Events.
On November 8, 2000, Prosperity Bancshares, Inc. (the "Company")
publicly disseminated a press release announcing that it had executed a
definitive Agreement and Plan of Reorganization ("Agreement") with Commercial
Bancshares, Inc. ("Commercial") pursuant to which Commercial will be merged with
and into the Company. The transaction is structured as a tax-free exchange of
155 shares of Company common stock for each share of Commercial common stock
outstanding. Each outstanding option to acquire Commercial common stock will be
converted to options to acquire 155 shares of Company common stock, with
appropriate adjustments. Based on the closing price of the Company's common
stock on November 7, 2000, the transaction values Commercial at $53.3 million.
The exchange ratio is subject to adjustment at the Company's option to a number
of shares which would have an aggregate value of $45 million if the average
price of the Company's common stock during the period of ten days prior to
receipt of approval of the transaction from the Federal Reserve Board is less
than $16.00 per share. The merger is to be accounted for as a
pooling-of-interests. It is anticipated that the transaction will close during
the first quarter of 2001, subject to the approval of Commercial's shareholders
and the Company's shareholders, regulatory approvals and customary conditions.
The purpose of this Current Report on Form 8-K is to file as an exhibit a copy
of the Company's press release dated November 8, 2000 announcing the execution
of the Agreement. The press release is incorporated by reference into this Item
5 and the foregoing description of the press release is qualified in its
entirety by reference to the exhibit.
Item 7. Financial Statements and Exhibits.
Exhibits.
99.1 - Press Release dated November 8, 2000 announcing the
execution of the Agreement and Plan of
Reorganization between Prosperity Bancshares, Inc.
and Commercial Bancshares, 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.
PROSPERITY BANCSHARES, INC.
Dated: November 13, 2000 By: /s/ David Zalman
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David Zalman
President
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated November 8, 2000 announcing the execution of the
Agreement and Plan of Reorganization between Prosperity Bancshares,
Inc. and Commercial Bancshares, Inc.
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