SOUTHSIDE BANCSHARES CORP
11-K/A, 1998-09-02
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                                   FORM 11-K/A

                       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, 1997

                                       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>   2



                              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, 1997 and 1996 are presented on pages 3
      through 21.

Exhibits:

23b.  Consent of Hopkins & Howard, PC

                                   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 amendment to its 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 and Chief Executive Officer


       DATE: August 31, 1998
             ---------------







                                       2
<PAGE>   3
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions

Financial Statements and
Supplemental Materials

Years ended December 31, 1997 and 1996











                          [HOPKINS & HOWARD, P.C. LOGO]

<PAGE>   4



SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Table of Contents

- ------------------------------------------------------------------------------


Independent Auditors' Reports                                    1

Financial Statements
   Statements of Net Assets Available for Plan Benefits          2
   Statements of Changes in Net Assets Available for
      Plan Benefits                                              3
   Summary of Accounting Policies                                4
   Notes to Financial Statements                                 5-11

Supplemental Material
   Schedules of Assets Held for Investment                       13-14
   Schedules of Transactions or Series of Transactions in
      Excess of 5% of Plan Assets at
      Beginning of year                                          15-16

<PAGE>   5


                                                                             
                                                                              


[HOPKINS & HOWARD, P.C. LOGO]
7777 Bonhomme Suite 2110 Saint Louis, Missouri 63105

                         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 of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions (the Plan)
as of December 31, 1997 and 1996, and the related statements of changes in net
assets 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 audit.

We conducted our audit 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 audit provides 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, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.

Our audit was 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.

HOWARD & HOPKINS, P.C.

May 15, 1998



                                                                      1

<PAGE>   6



SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

December 31, 1997 and 1996

- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            1997                                      1996                        
                                             -----------------------------------   ---------------------------------------
                                             Allocated    Unallocated     Total    Allocated      Unallocated       Total
                                             ---------    -----------   --------   ---------      -----------      -------
<S>                                          <C>           <C>        <C>          <C>              <C>         <C>
ASSETS
Investments, at fair value (notes 2 and 3)
  Southside Bancshares Corp. common stock,
  299,070 allocated shares and 98,832
  unallocated shares at December 31, 1997
  and 378,134 allocated shares and 111,186
  unallocated shares at December 31, 1996   $ 10,542,216   3,483,828  14,026,044    8,602,549       2,529,481   11,132,030

  Mutual Funds:
   SEI S&P 500 Index Fund                        939,218        -        939,218      686,211            -         686,211
   Institutional shares of Federated GNMA 
   Trust                                         172,116        -        172,116      159,224            -         159,224
   Fidelity Funds Government Money Market        423,854        -        423,854      813,840            -         813,840
                                             -----------   ---------- ----------    ---------       ---------   ----------

                                            $ 12,077,404   3,483,828  15,561,232   10,261,824       2,529,481   12,791,305
Receivables:
  Employer's contribution                        304,545        -        304,545      296,861            -         296,861
  Employees' contributions                        21,859        -         21,859       22,545            -          22,545
  Loans to participants                           14,962        -         14,962       13,546            -          13,546
  Accrued interest and dividends                   6,693        -          6,693        6,004            -           6,004
                                             -----------   ---------- ----------    ---------       ---------   ----------
                                                 348,059        -        348,059      338,956            -         338,956

      Total Assets                          $ 12,425,463   3,483,828  15,909,291   10,600,780       2,529,481   13,130,261

LIABILITIES

Loan payable (Note 4)                               -      1,581,312   1,581,312         -          1,778,976    1,778,976
Excess employee contributions                        156        -            156       15,768           -           15,768
                                             -----------   ---------- ----------    ---------       ---------   ----------
      Total Liabilities                              156   1,581,312   1,581,468       15,768       1,778,976    1,794,744
                                             -----------   ---------- ----------    ---------       ---------   ----------
Net Assets Available for Benefits          $ 12,,425,307   1,902,516  14,327,823   10,585,012         750,505   11,335,517
                                             ===========   =========  ==========   ==========       =========   ==========
</TABLE>



See accompanying summary of accounting policies and notes to financial
statements.


                                                                      2       
<PAGE>   7


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

For the years ended December 31, 1997 and 1996

- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                    1997                                           1996  
                                                  ---------------------------------------    --------------------------------------
                                                  Allocated      Unallocated      Total      Allocated      Unallocated      Total
<S>                                               <C>             <C>           <C>           <C>             <C>         <C>
Additions to Net Assets Attributed to:
  Investment income:
   Net appreciation in fair value of
      investments (note 3)                        $ 5,594,749     1,151,828     6,746,577     1,054,108       377,025     1,431,133
   Realized gain on sale of assets                      3,600          -            3,600          -             -             -
   Dividends - stock                                  243,050        69,182       312,232       188,500        55,593       244,093
   Interest                                            76,794           182        76,976        64,414          -           64,414
                                                    ---------     ---------     ---------     ---------       -------     ---------
                                                    5,918,193     1,221,192     7,139,385     1,307,022       432,618     1,739,640
                                                                                                                                   
Allocation of Southside Bancshares Corp. 
   common stock, 5,607 and 8,689 shares,
   at market, in 1997 and 1996, respectively          197,664          -          197,664       197,664          -          197,664
Employee contributions                                290,566          -          290,566       308,681          -          308,681
Total Additions                                     ---------     ---------     ---------     ---------       -------     ---------
                                                    6,513,304     1,488,708     8.002,012     1,923,682       733,920     2,657,602
                                                    ---------     ---------     ---------     ---------       -------     ---------
                                                                                                                

Deductions from Net Assets Attributed to:
  Interest expense                                       -          139,033       139,033           -         159,231       159,231
  Benefits paid to participants4,673,009                               -        4,673,009       180,292          -          180,292
  Diversification withdrawals and excess
     contributions and earnings                          -             -             -           28,983          -           28,983
Allocation of South Side Bancshares Corp. 
   common stock, 5,607 and 8,689 shares,
   at market, in 1997 and 1996, respectively             -          197,664       197,664          -          197,664       197,664
                                                    ---------     ---------     ---------     ---------       -------     ---------
Total Deductions                                    4,673,009       336,697     5,009,706       209,275       356,895       549,790
                                                    ---------     ---------     ---------     ---------       -------     ---------


Net Increase                                        1,840,295     1,152,011     2,992,306     1,714,407       377,025     2,091,432
                                                                                                                                  
Net Assets Available for Benefits
  Beginning of year                                10,585,012       750,505    11,335,517     8,870,605       373,480     9,244,085
                                                   ----------    ----------   -----------     ---------       -------     ---------
  End of year                                    $ 12,425,307     1,902,516    14,327,823    10,585,012       750,505    11,335,517
                                                   ==========    ==========   ===========    ==========       =======    ==========
</TABLE>






See accompanying summary of accounting policies and notes to financial
statements.



                                                                      3

<PAGE>   8


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Summary of Accounting Policies

- ------------------------------------------------------------------------------

BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting.

INVESTMENTS
Investments are stated at fair market value on December 31, 1997 and 1996. 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.



                                                                      4

<PAGE>   9


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Notes to Financial Statements

- ------------------------------------------------------------------------------

1. DESCRIPTIONS OF THE PLAN
   ------------------------
   The following descriptions of Southside Bancshares Corp. Employee Stock
   Ownership Plan with 401(k) provisions (the 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, Southside National Bank in
      St. Louis, State Bank of DeSoto, Bank of St. Charles County, and Bank
      of Ste. Genevieve.  The Plan is subject to the provisions of the
      Employee Retirement Income Security Act of 1974 (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 1% 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



                                                                      5

<PAGE>   10


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Notes to Financial Statements

- ------------------------------------------------------------------------------

      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.

      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 is 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 the remainder of
      that participant's account is based on years of continuous service as
      follows:
                     Completed years         Vested
                       of service          percentage
                       ----------          ----------
                       Less than 2             - %
                            2                  25%
                            3                  50%
                            4                  75%
                        5 or more             100%

      In the event that the Plan meets certain provisions of the Internal
      Revenue Code (the Code), vesting may occur over a shorter period of time.


                                                                      6

<PAGE>   11


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 previously noted.

      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 that 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.



                                                                      7       

<PAGE>   12


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Notes to Financial Statements

- ------------------------------------------------------------------------------

      DEBT (CONTINUED)
      The unallocated shares of stock serve as collateral for the borrowing. 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, 1997 and 1996 present separately the assets and liabilities
      and changes therein pertaining to:

            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.

      STOCK SPLIT
      On February 15, 1996, the Company effected a ten for one stock split to
      shareholders of record on January 31, 1996.

      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 TRANSACTIONS
   At December 31, 1997 and 1996, the Plan held an investment in the Company's
   common stock valued at $14,026,044 and $11,132,030, respectively. The Plan
   also received dividends of $312,232 and $244,093 in 1997 and 1996,
   respectively and recognized $6,539,041 and $1,338,664 of market value
   appreciation on this investment during the years ended December 31, 1997 and
   1996, respectively.



                                                                      8

<PAGE>   13


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Notes to Financial Statements


- ------------------------------------------------------------------------------

   PARTY-IN-INTEREST TRANSACTIONS (CONTINUED)
   ------------------------------------------
   During 1997, the Plan paid off its note payable of $1,581,312 with United
   Missouri Bank of St. Louis (UMB) and borrowed $1,581,312 from South Side
   National Bank, an affiliated financial institution. The monies from UMB were
   originally used to purchase 98,832 shares of the Company's common stock.

3. INVESTMENTS
   -----------
   Investments that represent 5% or more of the Plan's net assets available for
   benefits at December 31, 1997 and 1996 are as follows:

                               DECEMBER 31, 1997
                               -----------------
            Issuer          Description of investment        Fair value
            ------          -------------------------       ------------
      Southside Bancshares      Common stock:
      Corp.                  299,070 shares allocated       $ 10,542,216
                              98,832 shares unallocated        3,483,828
                            --------                        ------------
                             397,902  total shares          $ 14,026,044

      SEI S&P 500 Index Fund  30,643  shares                $    939,218

                               DECEMBER 31, 1996
                               -----------------
            Issuer          Description of investment        Fair value
            ------          -------------------------       ------------
      Southside Bancshares      Common stock:
      Corp.                  378,134 shares allocated       $  8,602,549
                             111,186 shares unallocated        2,529,481
                             -------                         -----------
                             489,320  total shares          $ 11,132,030

      SEI S&P 500 Index Fund  29,089  shares                $    686,211

      Fidelity Funds            Government Portfolio
                             (money market mutual fund)     $    813,840



                                                                      9

<PAGE>   14


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Notes to Financial Statements


- ------------------------------------------------------------------------------

   INVESTMENTS (continued)
   During 1997 and 1996 the Plan's investments (including investments bought,
   sold and held during the year appreciated (depreciated) in value as follows:

                                                      1997           1996
                                                   ----------     ----------
      Southside Bancshares Corp.  common stock     $6,539,041     $1,338,664
      SEI S&P 500 Index Fund                          204,384         95,028
      Institutional shares of Federated GNMA Trust      3,152         (2,559)
                                                   ----------     ----------
                                                   $6,746,577     $1,431,133
                                                   ==========     ==========

   Activity in SEI S&P 500 Index Fund and Institutional shares of Federated GNMA
   Trust for the years ended December 31, 1997 and 1996, was as follows:

<TABLE>
<CAPTION>

                                                  1997                    1996      
                                        -----------------------  -----------------------
                                        SEI S&P 500  GNMA Trust  SEI S&P 500  GNMA Trust
                                        -----------  ----------  -----------  ----------
<S>                                     <C>          <C>          <C>         <C>
Additions to Net Assets Attributed to
   Investment income:
      Net appreciation (depreciation)
      in fair value of investments      $ 204,384    $   3,152    $  95,028      (2,559)
   Interest and dividends                  23,013       11,996       20,404      11,807

Employee contributions                     84,936       18,625       85,091      22,923

Fund transfers                            (59,326)     (20,880)      52,725     (62,402)
                                        ---------    ---------    ---------   ---------

Net increase (decrease)                   253,007       12,893      253,248     (30,231)
Balance at beginning of the year          686,211      159,223      432,963     189,455
                                        ---------    ---------    ---------   ---------
Balance at the end of the year          $ 939,218    $ 172,116    $ 686,211   $ 159,224
                                        =========    =========    =========   =========
</TABLE>


                                                                      10

<PAGE>   15


SOUTHSIDE BANNSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Notes to Financial Statements


- ------------------------------------------------------------------------------

4. LOAN PAYABLE
   ------------
   During 1997, the Plan entered into a loan agreement with Southside National
   Bank in St. Louis, (SSNB), an affiliated financial institution, the proceeds
   were used to repay a loan from UMB, an unaffiliated financial institution.
   The original loan from UMB was used to purchase 186,670 shares of the
   Company's stock. The loan with SSNB is due April 1, 2005. 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%. The loan had a
   principal balance of $1,581,312 at December 31, 1997. The loan requires
   annual principal payments of $197,664 on April 1 of each year, beginning in
   1998, with the final payment due April 1, 2005. The loan requires interest
   payments on a calendar year quarterly basis. During the year, 12,354 shares
   were released and allocated to the participants on a proportionate basis.

5. PLAN AMENDMENT
   --------------
   Effective July 1, 1997, the Company amended the plan to allow distribution of
   benefits to occur immediately following termination. The previous provision
   required a five-year lapse between termination and distribution.

   Effective September 25, 1997, the Company amended the Plan in order to comply
   with regulations prescribed by the Department of Labor (DOL) concerning the
   determination of crediting hours of service.

   The Plan received its latest determination letter on February 7, 1996, in
   which the Internal Revenue Service stated that the Plan, as then designed,
   was in compliance with the applicable requirements of the Internal Revenue
   Code. The Plan has been amended since receiving the determination letter.
   However, the Plan's administrator and the Plan's tax counsel believe that the
   Plan is currently designed and being operated in compliance with the
   applicable requirements of the Internal Revenue Code. Therefore, no
   provisions for income taxes has been included in the Plan's financial
   statements.


                                                                      11

<PAGE>   16






                             SUPPLEMENTAL MATERIAL







                                                                      12      


<PAGE>   17


SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Schedule of Assets Held for Investment

As of December 31, 1997

- ------------------------------------------------------------------------------


                  Description                Fair value      Cost
                  -----------               ------------ -----------

  Southside Bancshares Corp. common stock,
     299,070 allocated Shares               $ 10,542,216   3,109,151
      98,832 Unallocated Shares                3,483,828   1,581,312
     -------                                ------------ -----------
     397,902 Total Shares                     14,026,044   4,690,463

  Mutual Funds:
   SEI S&P 500 Index Fund                        939,218     596,990
   Institutional shares of Federated GNMA 
   Trust                                         172,116     171,172
   Fidelity Funds Government Portfolio           423,854     423,854
                                            ------------   ---------
                                            $ 15,561,232   5,882,479
                                            ============   =========




















See accompanying independent auditors' report.

                                                                      13

<PAGE>   18


SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Schedule of Assets Held for Investment

As of December 31, 1996

- ------------------------------------------------------------------------------


                  Description                Fair value      Cost
                  -----------                ----------- -----------

  South Side Bancshares Corp. common stock,
     378,134 allocated Shares                $ 8,602,549   2,726,454
     111,186 Unallocated Shares                2,529,481   1,778,976
     -------                                 ----------- -----------
     489,320 Total Shares                     11,132,030   4,505,430

  Mutual Funds:
   SEI S&P 500 Index Fund                        686,211     526,416
   Institutional shares of Federated GNMA 
   Trust                                         159,224     166,427
   Fidelity Funds Government Portfolio           813,840     813,840
                                             -----------   ---------
                                             $12,791,305   6,012,113
                                             ===========   =========


                                                                      14

<PAGE>   19
SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Schedule of Transactions or Series of Transactions
in Excess of 5% of Plan Assets at Beginning of Year

For the Year Ended December 31, 1997

- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                      Number of    Purchase  Selling     Cost of
                    transactions     price    price       asset     Net gain (loss)
                    ------------   --------  -------   -----------  ---------------
<S>                 <C>            <C>       <C>       <C>          <C>
SINGLE TRANSACTIONS
   Loan payment           1        $   -     $    -    $ 1,581,312        -

SERIES OF TRANSACTIONS
   Government Portfolio
        Money Market     47         1.00       1.00        778,659        -
                         28         1.00       1.00      1,017,548        -
</TABLE>










See accompanying independent auditors' report.


                                                                      15

<PAGE>   20


SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS

Schedule of Transactions or Series of Transactions
in Excess of 5% of Plan Assets at Beginning of Year

For the Year Ended December 31, 1996

- ------------------------------------------------------------------------------


                      Number of    Purchase   Selling  Cost of
                    transactions     price     price    asset    Net gain (loss)
                    ------------   --------   ------- ---------  --------------

SINGLE TRANSACTIONS
   Loan payment           1           -         -     $ 1,207,744        -





















See accompanying independent auditors' report.


                                                                      16


<PAGE>   1
                                                                     Exhibit 23b



CONSENT OF INDEPENDENT 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 on Form S-8 (File Number 33-0579) of our report dated May 15, 1998,
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, 1997.





                                                  /s/ Hopkins & Howard, PC    
                                           -------------------------------------

St. Louis, Missouri
July 2, 1998






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