<PAGE> 1
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SOUTHSIDE BANCSHARES CORP.
---------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-1262037
-------------------------------- -------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3606 Gravois Ave., St. Louis, Missouri 631116
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
SOUTHSIDE BANCSHARES CORP. 1998 STOCK OPTION PLAN
---------------------------------------------------------------
(Full Title of the Plan)
JOANNE M. SCHNEIDER
Secretary
Southside Bancshares Corp.
4111 Telegraph, St. Louis, Missouri 63129
(314) 776-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JOHN K. PRUELLAGE, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000, St. Louis, Missouri 63102
(314) 444-7600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee(2)
===================================================================================================================
<S> <C> <C> <C> <C>
Common Stock ($1.00 par value) 750,000 $8.69 $6,517,500 $1,812
===================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement shall also be deemed to cover any
additional securities to be offered or issued to prevent dilution resulting from
stock splits, stock dividends and similar transactions.
(2) The Securities registered hereunder are to be offered pursuant to
the Southside Bancshares Corp. 1998 Stock Option Plan. The amount set forth
herein is estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h)(1). Pursuant to Rule 457(c), the amount set forth
herein represents the average of the high and low prices of the Registrant's
Common Stock as of November 11, 1999, such date being within five business days
of the filing of this Registration Statement.
================================================================================
<PAGE> 2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Information contained in the following documents of Southside
Bancshares Corp. (the "Corporation") filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
(a) The Annual Report of the Corporation on Form 10-K for the fiscal
year ended December 31, 1998, as filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Quarterly Report of the Corporation on Form 10-Q for the fiscal
quarter ended March 31, 1999, as filed with the Commission;
(c) The Quarterly Report of the Corporation on Form 10-Q for the fiscal
quarter ended June 30, 1999, as filed with the Commission;
(d) The Quarterly Report of the Corporation on Form 10-Q for the fiscal
quarter ended September 30, 1999, as filed with the Commission;
(e) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1998;
(f) The description of the Corporation's common stock, par value $1.00
per share (the "Common Stock"), contained in the Corporation's Registration
Statement on Form S-1 under the Securities Act of 1933, as amended, Registration
No. 33-22739, effective June 27, 1988, and including any amendment or report
filed for purposes of updating such description.
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF COUNSEL AND NAMED EXPERTS.
Certain legal matters in connection with the shares of Common Stock to
be registered hereby have been passed upon for the Corporation by Lewis, Rice &
Fingersh, L.C., St. Louis, Missouri.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355(1) and Section 351.355(2) of The General and Business
Corporation Law of Missouri (the "MGBCL") provide that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful, except
that, in the case of an action or suit by or in the right of the corporation,
the corporation may not indemnify such persons against judgments and fines, and
no person shall be indemnified as to any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the extent that
the court in which the action or suit was brought determines upon application
that such person is fairly and reasonably entitled to indemnity for proper
expenses. Section 351.355(3) of the MGBCL provides that, to the extent that a
director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in the defense of any such action, suit or proceeding or
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred in connection with
such action, suit or proceeding. Section 351.355(7) of the MGBCL provides that a
Missouri corporation may provide additional indemnification to any person
indemnifiable under Section 351.355(1) or Section 351.355(2), provided such
additional indemnification is authorized by the corporation's articles of
incorporation or an amendment thereto or by a shareholder-approved bylaw or
agreement, and provided further that no person shall thereby be indemnified
against conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
Article XI of the Corporation's Restated Articles of Incorporation, as
amended, provides that the Corporation shall indemnify each of its directors and
officers to the full extent provided by Section 351.355 of the MGBCL and that it
may extend to employees and agents such indemnification and additional
indemnification and fund such indemnification by insurance as the Corporation
may deem appropriate. Article VII of the Corporation's Restated Bylaws, as
amended, makes similar provisions with respect to indemnification of the
Corporation's directors, officers, employees and agents.
Pursuant to a policy of directors' and officers' liability insurance,
with total annual limits of $5,000,000, the Corporation's officers and directors
are insured, subject to the limits, retention, exceptions and other terms and
conditions of such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers of the Corporation in the discharge of their
duties solely in their capacity as directors or officers of the Corporation,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers of the Corporation.
II-2
<PAGE> 4
ITEM 8. EXHIBITS.
The following exhibits are submitted herewith or incorporated by
reference herein:
Exhibit
Number Exhibit
------ -------
4(a) Rights Agreement dated as of May 27, 1993 between the
Registrant and Boatmen's Trust Company filed as Exhibits 1 and
2 to the Registrant's Registration Statement on Form 8-A on May
27, 1993, incorporated herein by reference.
5(a) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5(a))
23(b) Consent of KPMG LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of
II-3
<PAGE> 5
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, as of November 15, 1999.
SOUTHSIDE BANCSHARES CORP.
By /s/ Thomas M. Teschner
----------------------
Thomas M. Teschner
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Thomas M. Teschner President, Chief Executive Officer, November 15, 1999
- --------------------------------- and Director (principal executive officer)
Thomas M. Teschner
* Senior Vice President and November 15, 1999
- --------------------------------- Chief Financial Officer
Joseph W. Pope (principal financial and
accounting officer)
* Chairman of the Board and November 15, 1999
- --------------------------------- Director
Norville K. McClain
* Director November 15, 1999
- ---------------------------------
Joseph W. Beetz
* Director November 15, 1999
- ---------------------------------
Howard F. Etling
* Director November 15, 1999
- ---------------------------------
Douglas P. Helein
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
* Director November 15, 1999
- ---------------------------------
Earle J. Kennedy, Jr.
* Director November 15, 1999
- ---------------------------------
Daniel J. Queen
* Director November 15, 1999
- ---------------------------------
Richard G. Schroeder, Sr.
* By /s/ Thomas M. Teschner
----------------------------------------
Thomas M. Teschner, Attorney-in-fact
</TABLE>
II-6
<PAGE> 8
SOUTHSIDE BANCSHARES CORP.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
4(a) Rights Agreement dated as of May 27, 1993 between the
Registrant and Boatmen's Trust Company filed as Exhibits 1 and
2 to the Registrant's Registration Statement on Form 8-A on May
27, 1993, incorporated herein by reference.
5(a) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5(a))
23(b) Consent of KPMG LLP
24 Powers of Attorney
<PAGE> 1
EXHIBIT 5(a)
[LEWIS, RICE & FINGERSH, L.C. LETTERHEAD]
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
November 12, 1999
Board of Directors
Southside Bancshares Corp.
3606 Gravois Avenue
St. Louis, Missouri 63116
RE: REGISTRATION STATEMENT ON FORM S-8 FOR ISSUANCE OF SHARES OF
COMMON STOCK PURSUANT TO THE SOUTHSIDE BANCSHARES 1998 STOCK
OPTION PLAN
Gentlemen:
In connection with the registration with the Securities and Exchange
Commission of shares of Common Stock, par value $1.00 per share (the
"Securities"), of Southside Bancshares Corp. ("Southside"), you have requested
that we furnish you with our opinion as to the legality of the issuance of the
Securities in connection with the Southside Bancshares Corp. 1998 Stock Option
Plan (the "Plan").
As counsel to Southside, we have participated in the preparation of the
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), with respect to the Securities. We have examined
and are familiar with the Southside's Restated Articles of Incorporation, as
amended, and Restated Bylaws, as amended, records of corporate proceedings, the
Registration Statement, the Plan and such other documents and records as we have
considered appropriate.
Based upon the foregoing, we are of the opinion that the Securities
have been duly and validly authorized and will, when issued as contemplated in
the Plan, be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Southside Bancshares Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8 filed by Southside Bancshares Corp. of our report dated March 5, 1999,
on our audit of the consolidated balance sheets of Southside Bancshares Corp.
and subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, shareholders' equity and comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 1998.
/s/ KPMG LLP
St. Louis, Missouri
November 16, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Howard F. Etling
------------------------------
Howard F. Etling
<PAGE> 2
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints JOSEPH W. POPE the true and lawful
attorney-in-fact and agent for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be signed and filed, with the
Securities and Exchange Commission (the "Commission"), any registration
statement or statements on Form S-8 under the Securities Act of 1933, as
amended, relating to the issuance of common stock of Southside Bancshares Corp.
in connection with the Southside Bancshares Corp. 1998 Stock Option Plan, and
any and all amendments and supplements thereto, before or after effectiveness of
such statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully and to all intents and purposes as
the undersigned might or could do in person, and ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Thomas M. Teschner
------------------------------
Thomas M. Teschner
<PAGE> 3
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Earle J. Kennedy, Jr.
------------------------------
Earle J. Kennedy, Jr.
<PAGE> 4
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Joseph W. Beetz
------------------------------
Joseph W. Beetz
<PAGE> 5
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Norville K. McClain
------------------------------
Norville K. McClain
<PAGE> 6
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Daniel J. Queen
-------------------------------
Daniel J. Queen
<PAGE> 7
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Douglas P. Helein
-------------------------------
Douglas P. Helein
<PAGE> 8
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER and JOSEPH W. POPE, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
Southside Bancshares Corp. in connection with the Southside Bancshares Corp.
1998 Stock Option Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Richard G. Schroeder, Sr.
-------------------------------
Richard G. Schroeder, Sr.
<PAGE> 9
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENTS
of
SOUTHSIDE BANCSHARES CORP.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints THOMAS M. TESCHNER the true and lawful
attorney-in-fact and agent for him and in his name, place or stead, in any and
all capacities, to sign and file, or cause to be signed and filed, with the
Securities and Exchange Commission (the "Commission"), any registration
statement or statements on Form S-8 under the Securities Act of 1933, as
amended, relating to the issuance of common stock of Southside Bancshares Corp.
in connection with the Southside Bancshares Corp. 1998 Stock Option Plan, and
any and all amendments and supplements thereto, before or after effectiveness of
such statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully and to all intents and purposes as
the undersigned might or could do in person, and ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 28th day of October, 1999.
/s/ Joseph W. Pope
-------------------------------
Joseph W. Pope
