<PAGE>
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1995
------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________to__________________________
Commission file number 33-00579
------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
3606 GRAVOIS AVENUE
ST. LOUIS, MISSOURI 63116
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SOUTHSIDE BANCSHARES CORP.
3606 GRAVOIS AVENUE
ST. LOUIS, MISSOURI 63116
<PAGE>
REQUIRED INFORMATION
Financial Statements:
4. In lieu of the requirements of Items 1-3, audited statements and schedules
prepared in accordance with the requirements of ERISA for the plan's fiscal
years ended December 31, 1995 and 1994 are presented on pages 3 through 17.
Exhibits:
1. Consent of BDO Seidman, LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
/s/ Thomas M. Teschner
-----------------------------------------------
Trustee of the Plan and
President & Chief Executive Officer
DATE: November 5, 1996
----------------
<PAGE>
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
----------------------------------------------
Financial Statements
and Supplemental Material
Years Ended December 31, 1995 and 1994
3
<PAGE>
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
<TABLE>
<CAPTION>
Contents
- --------------------------------------------------------------------------------
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of net assets available for benefits 2
Statements of changes in net assets available for benefits 3
Summary of accounting policies 4
Notes to financial statements 5-10
SUPPLEMENTAL MATERIAL
Schedule of assets held for investment 11
Schedule of transactions or series of transactions in excess
of 5% of current value of plan assets at beginning of year 12
</TABLE>
4
<PAGE>
[LETTERHEAD OF BDO SEIDMAN, LLP]
Independent Auditors' Report
The Plan Administrator and Participants
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
St. Louis, Missouri
We have audited the accompanying statements of net assets available for benefits
of the Southside Bancshares Corp. Employee Stock Ownership Plan with 401(k)
Provisions (the Plan) as of December 31, 1995 and 1994, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's Trustee.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions at
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements of the Southside Bancshares Corp. Employee Stock Ownership
Plan with 401(k) Provisions taken as a whole. The schedules included in the
supplemental material are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and are not a required part
of the basic financial statements. Such supplemental material has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ BDO Seidman LLP
St. Louis, Missouri
August 16, 1996
5
<PAGE>
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
==================================================================================================
Total
-------------------------
December 31, Allocated Unallocated 1995 1994
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value (Notes 3, 4, 5 and 6)
Southside Bancshares Corp. common
stock, 31,964 allocated shares
and 16,801 unallocated shares at
December 31, 1995 and 33,605
allocated shares at December 31,
1994 $6,392,800 $3,360,200 $ 9,753,000 $5,376,800
Mutual Funds:
SEI S&P 500 Index Fund 432,963 - 432,963 -
Institutional shares of Federated
GNMA Trust 189,455 - 189,455 -
Northern Funds Benchmark Government
Portfolio 1,290,987 - 1,290,987 -
- --------------------------------------------------------------------------------------------------
8,306,205 3,360,200 11,666,405 5,376,800
Receivables (Note 5)
Employer's contribution 394,166 - 394,166 150,384
Accrued interest and dividends 7,018 - 7,018 -
Cash (Note 5) 163,216 - 163,216 169,286
- --------------------------------------------------------------------------------------------------
Total Assets 8,870,605 3,360,200 12,230,805 5,696,470
- --------------------------------------------------------------------------------------------------
Liabilities
Loan payable (Note 4) - 2,986,720 2,986,720 -
- --------------------------------------------------------------------------------------------------
Total Liabilities - 2,986,720 2,986,720 -
- --------------------------------------------------------------------------------------------------
Net Assets Available for Benefits $8,870,605 $ 373,480 $ 9,244,085 $5,696,470
==================================================================================================
</TABLE>
See accompanying summary of accounting policies
and notes to financial statements.
6
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
================================================================================
<TABLE>
<CAPTION>
Total
---------------------
YEARS ENDED DECEMBER 31, Allocated Unallocated 1995 1994
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income:
Net appreciation in fair value of
investments (Note 3) $1,278,560 $672,040 $1,950,600 $ 14,060
Dividends 112,185 56,001 168,186 60,685
Interest 4,175 - 4,175 1,700
- ---------------------------------------------------------------------------------------------
1,394,920 728,041 2,122,961 76,445
Allocation of 1,866 shares of common
stock of Southside Bancshares Corp.,
at market 298,560 - 298,560 -
Employer contributions 316,631 78,588 395,219 230,307
- ---------------------------------------------------------------------------------------------
TOTAL ADDITIONS 2,010,111 806,629 2,816,740 306,752
- ---------------------------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Interest expense - 134,589 134,589 -
Benefits paid to participants 850,580 - 850,580 196,461
Allocation of 1,866 shares of common
stock of Southside Bancshares Corp.,
at market - 298,560 298,560 -
- ---------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS 850,580 433,149 1,283,729 196,461
- ---------------------------------------------------------------------------------------------
NET INCREASE PRIOR TO TRANSFER 1,159,531 373,480 1,533,011 110,291
TRANSFER OF NET ASSETS (Note 5) 2,014,604 - 2,014,604 -
NET INCREASE 3,174,135 373,480 3,547,615 110,291
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 5,696,470 - 5,696,470 5,586,179
- ---------------------------------------------------------------------------------------------
End of year $8,870,605 $373,480 $9,244,085 $5,696,470
=============================================================================================
</TABLE>
See accompanying summary of accounting policies
and notes to financial statements.
7
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
SUMMARY OF ACCOUNTING POLICIES
================================================================================
BASIS OF The accompanying financial statements
PRESENTATION have been prepared on the accrual
basis of accounting.
INVESTMENTS Investments are stated at fair market
value on December 31, 1995 and 1994.
Fair value is determined by quoted
market prices.
PAYMENT OF BENEFITS Benefits are recorded when paid.
USE OF ESTIMATES Management uses estimates and
assumptions in preparing financial
statements. Those estimates and
assumptions affect the reported
amounts of assets and liabilities,
the disclosure of contingent assets
and liabilities, and the reported
additions to and deductions from net
assets.
INCOME TAXES The Internal Revenue Service issued
its latest determination letter on
February 7, 1996 which stated that
the Plan and its underlying trust
qualify under the applicable
provisions of the Internal Revenue
Code and, therefore, are exempt from
federal income taxes.
8
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. DESCRIPTIONS OF The following descriptions of the
THE PLAN Plan are provided for general
information only. Participants
should refer to the Plan agreement
for more complete information.
GENERAL
The Plan is a defined contribution
employee benefit plan covering
substantially all employees of
Southside Bancshares Corp. (the
Company) and the employees of its
subsidiary banks, South Side National
Bank, State Bank of DeSoto, Bank of
St. Charles County and Bank of Ste.
Genevieve. The Plan is subject to
the provisions of ERISA.
ELIGIBILITY
Employees are eligible for membership
in the Plan after attainment of age
18 and completion of 6 months of
service during the eligibility
computation period. Employees must
also complete 1,000 hours of service
each calendar year and be employed at
the end of the Plan year in order to
participate in the Company
contributions and forfeitures for
that year.
CONTRIBUTIONS
Under the Plan agreement, employees
may elect to contribute, on a tax
deferred basis, not less than 2% nor
more than 15% of covered
compensation. The Company
contributed an amount equal to 50% of
these employee contributions, up to
6% of covered compensation.
Each year the Company may also, at
its option, contribute an additional
discretionary amount as determined by
the Company's Board of Directors.
The Company is required to contribute
each year, an amount necessary to
service any debt of the Plan incurred
for the purpose of acquiring
securities in accordance with the
terms of the loan agreement. The
maximum Company contribution
allocated to a participant's account
is the lesser of $30,000 or 25%
[including the 401(k) Plan] of the
member's compensation paid by the
employer for the year plus the
interest obligation on the loans used
to purchase stock.
9
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
================================================================================
ALLOCATION OF BENEFITS
Employer contributions and forfeitures
are allocated to eligible participants'
accounts based upon the ratio of
eligible participants' compensation for
the year to total compensation of all
eligible Plan members for the year.
Investment income and any gain or loss
during the year are allocated to the
participant's account in the same
proportion as the balance of the
participant's account to the total of
all participants' accounts as of the
previous valuation date.
VESTING
Participants are immediately fully
vested in their contributions plus
earnings thereon. Upon a participant's
attainment of his/her disability,
retirement date, 65th birthday, or upon
death, his/her entire account balance as
of the most recent valuation date will
become 100% vested. In the event a
participant terminates employment,
vesting in the remainder of that
participant's account is based on years
of continuous service as follows:
<TABLE>
<CAPTION>
Completed years Vested
of service percentage
-------------------------------
<S> <C>
Less than 2 - %
2 20%
3 50%
4 75%
5 or more 100%
-------------------------------
</TABLE>
In the event that the Plan meets certain
provisions of the Internal Revenue Code,
vesting may occur over a shorter period
of time.
10
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
================================================================================
DISTRIBUTIONS
Participants may choose to have
account balances distributed in
either stock or cash. Participants'
stock withdrawals are distributed
from securities held by the Plan by
transfer of common stock to the
participants for full-share vested
interest and cash for
fractional-share vested interest.
Forfeitures resulting from
withdrawals prior to full vesting are
allocated to participants' accounts
as noted above.
LOANS
Participants may request a loan up to
50% of the vested balance in their
account for reasons of financial
hardship. All loans must be repaid
in level payments over a maximum of a
five-year period with an exception
for loans used to acquire a
participant's principal residence.
DEBT
The Plan purchased Company common
shares using the proceeds of a bank
borrowing (see Note 4) guaranteed by
the Company, and holds the stock in a
trust established under the plan.
The borrowing is to be repaid over a
period of 10 years by fully
deductible Company contributions to
the trust fund. As the Plan makes
each payment of principal, an
appropriate percentage of stock will
be allocated to eligible employees'
accounts in accordance with
applicable regulations under the Code.
The borrowing is collateralized by
the unallocated shares of stock and
is guaranteed by the Company. The
lender has no rights against shares
once they are allocated under the
ESOP. Accordingly, the financial
statements of the Plan for the year
ended December 31, 1995 present
separately the assets and liabilities
and changes therein pertaining to:
11
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
NOTES TO FINANCIAL STATEMENTS
================================================================================
a. the accounts of employees with
vested rights in allocated
stock (Allocated) and
b. stock not yet allocated to
employees (Unallocated).
ADMINISTRATIVE EXPENSES
The Plan requires the Company to pay
all expenses incidental to the
operation and management of the Plan.
PLAN TERMINATION
The Company reserves the right to
terminate the Plan at any time. In
the event of Plan termination,
participants become fully vested in
their accounts.
2. PARTY-IN-INTEREST At December 31, 1995 and 1994, the
TRANSACTIONS Plan held an investment in the
Company's common stock valued at
$9,753,000 and $5,376,800,
respectively. The Plan also received
dividends of $168,186 and $60,685,
respectively, and recognized
$1,950,600 and $14,060 of market
value appreciation on this investment
during the years ended December 31,
1995 and 1994, respectively.
The Plan held monies in a
non-interest bearing checking account
with a subsidiary of the Company. At
December 31, 1995 and 1994, the
balances were $16,645 and $-0-,
respectively.
Additionally, during the years ended
December 31, 1995 and 1994, the Plan
invested short-term funds of $146,571
and $169,286, respectively, in an
interest bearing demand deposit
account with South Side National
Bank, a subsidiary of the Company.
During the years ended December 31,
1995 and 1994, the Plan earned $4,175
and $1,700, respectively, of interest
income on these investments. These
are considered party-in-interest
transactions allowable under ERISA
guidelines.
12
<PAGE>
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
<TABLE>
<CAPTION>
============================================================================================================
3.Investments Investments that represent 5% or more of the Plan's net assets
available for benefits at December 31, 1995 and 1994 are as
follows:
December 31, 1995
--------------------------------------------------------------------
<S> <C> <C> <C>
Description of investment
Identity of issuer, including maturity date,
borrower, lessor or rate of interest, par or
similar party maturity value Fair value
--------------------------------------------------------------------
Southside Bancshares Common stock:
Corp. 31,964 shares allocated $6,392,800
16,801 shares unallocated 3,360,200
48,765 total shares $9,753,000
The Northern Trust Benchmark Government
Company Portfolio (mutual fund) $1,290,987
====================================================================
December 31, 1994
--------------------------------------------------------------------
Description of investment
Identity of issuer, including maturity date,
borrower, lessor or rate of interest, par or
similar party maturity value Fair value
--------------------------------------------------------------------
Southside Bancshares Common stock:
Corp. 33,605 shares allocated $5,376,800
====================================================================
4. LOAN PAYABLE During 1995, the Plan entered into a loan agreement due April 1996
with an unaffiliated financial institution, the proceeds of which
were used to purchase 18,667 shares of the Company's common stock.
The note is secured by the unallocated shares of the Company's
common stock and requires quarterly interest payments at the prime
rate which was 8.50% and had a principal balance of $2,986,720 at
December 31, 1995.
5. PLAN AMENDMENT Effective as of January 1, 1995, the Company amended, restated and
consolidated the original 401(k) Thrift Plan and the Employee Stock
Ownership Plan to an Employee Stock Ownership Plan containing
Internal Revenue Code Section 401(k) provisions. The two original
plans were to remain as separate entities until December 31, 1995
at which time they would be consolidated into one plan by transferring
all assets from the 401(k) Thrift Plan to the Employee Stock Ownership
Plan. A summary of the net assets transferred on December 31, 1995
follows:
</TABLE>
13
<PAGE>
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
----------------------------------------
Investments at fair value $1,913,405
Receivables:
Employer contribution 77,536
Interest and dividends 7,018
Cash 16,645
----------------------------------------
$2,014,604
========================================
6. Subsequent Event On February 15, 1996, the Company
effected a ten for one stock split to
shareholders of record on January 31,
1996.
On April 2, 1996, the Plan renewed
its loan agreement to extend the debt
through the year 2005 at similar
terms as disclosed in Note 4.
14
<PAGE>
Supplemental Material
15
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
SCHEDULE OF ASSETS HELD FOR INVESTMENT
================================================================================
<TABLE>
<CAPTION>
DECEMBER 31, 1995
- ---------------------------------------------------------------------------------
Description of investment
Identity of issuer, including maturity date,
borrower, lessor or rate of interest, par or
similar party maturity value Cost Fair value
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Southside Bancshares Common stock
Corp. 31,964 shares allocated $1,861,939 $6,392,800
16,801 shares unallocated 2,688,160 3,360,200
------ ---------- ----------
48,765 shares total 4,550,099 9,753,000
SEI Financial SEI S&P 500 Index
Services Company Fund (mutual fund) 361,966 432,963
Federated GNMA Institutional shares
Trust (mutual fund) 181,699 189,455
The Northern Trust Benchmark Government
Company Portfolio (mutual fund) 1,290,987 1,290,987
- ---------------------------------------------------------------------------------
$6,384,751 $11,666,405
=================================================================================
</TABLE>
See accompanying independent auditors' report.
16
<PAGE>
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
SCHEDULE OF TRANSACTIONS OR SERIES OF
TRANSACTIONS IN EXCESS OF 5% OF CURRENT
VALUE OF PLAN ASSETS AT BEGINNING OF YEAR
================================================================================
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
- ---------------------------------------------------------------------------------------------------------------------
Market value
----------------------
Number of Purchase Selling Cost of Net gain
Description of asset transactions price price asset (loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
Shares of Southside Bancshares Corp.
Common stock 1 $2,986,720 $ - $2,986,720 $ -
Transfer of net assets 1 $ - $ - $2,014,604 $ -
Loan Proceeds 1 $ - $ - $2,986,720 $ -
SERIES OF TRANSACTIONS
Benefits paid to participants 34 $ - $ - $ 850,580 $ -
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying independent auditors' report.
17
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- ---------------------------------------------------
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
ST. LOUIS, MISSOURI
We hereby consent to the incorporation by reference in the Registration
Statement Form S-8 (File Number 33-00579) of our report dated August 16, 1996,
relating to the financial statements of Southside Bancshares Corp. Employee
Stock Ownership Plan with 401 (k) Provisions appearing in the Plan's Annual
Report on Form 11-K for the year ended December 31, 1995.
/s/ BDO Seidman, LLP
----------------------------------------------------
St. Louis, Missouri
November 5, 1996
