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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SOUTHSIDE BANCSHARES CORP.
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
844 700-10-4
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(CUSIP Number)
John K. Pruellage, Esq.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102 (314) 444-7600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28, 1999
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box ( ).
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
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CUSIP NO. 844 700-10-4 13D PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Thomas M. Teschner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS: Not Applicable (See Instructions)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
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7 SOLE VOTING POWER 253,071
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER: 1,167,335
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 253,071
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 1,167,335
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,420,406 (See Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 16.5%
(See Item 5 below).
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14 TYPE OF REPORTING PERSON (See Instructions): IN
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CUSIP NO. 844 700-10-4 13D PAGE 3 OF 6 PAGES
--------------------- ----- -----
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Howard F. Etling
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS: Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER: 180,686
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 180,686
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
180,686 (See Item 5 below).
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 2.1% (See Item 5 below)
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14 TYPE OF REPORTING PERSON (See Instructions): IN
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3
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $1.00 per
share (the "Common Stock"), issued by Southside Bancshares Corp. ("Southside").
The principal executive offices of Southside are located at 4111 Telegraph, St.
Louis, Missouri 63129.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed jointly by Thomas M. Teschner and Howard F.
Etling with respect to the shares of Common Stock of Southside beneficially
owned by them. The beneficial ownership of shares of Common Stock for Mr.
Teschner include those shares beneficially owned in his capacity as a Trustee
under the Southside Bancshares Corp. Employee Stock Ownership Trust (the
"Trust") with respect to the Southside Bancshares Corp. Employee Stock Ownership
Plan (With 401(k) Provisions) (the "Plan").
Mr. Teschner, whose office address is 4111 Telegraph, St. Louis,
Missouri 63129, is President and Chief Executive Officer of Southside. Mr.
Teschner is also a member of the Board of Directors of Southside. Mr. Teschner
has not, within the past five years, been convicted in any criminal proceeding
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Teschner is a citizen of the United
States of America.
Mr. Etling, whose office address is 4111 Telegraph, St. Louis, Missouri
63129, is currently Publisher Emeritus of the Journal Newspapers, St. Louis,
Missouri. Until May 27, 1999, Mr. Etling served as Chairman of the Board of
Southside and therefore also served as a trustee of the Trust. Mr. Etling has
not, within the past five years, been convicted in any criminal proceeding or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Etling is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock reported herein by Mr. Teschner, other than
those shares owned in the Trust, were acquired with personal funds. The shares
of Common Stock of Southside acquired by the Trust pursuant to the Plan were
acquired with the proceeds of a loan from a third-party financial institution
and contributions from Southside.
The shares of Common Stock reported herein by Mr. Etling were acquired
with personal funds.
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ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock reported herein by Mr. Teschner, other than
those shares owned in the Trust, have been acquired for investment purposes.
Additional shares of Common Stock may, depending upon the availability and price
thereof, be acquired either in the open market or in private, negotiated
transactions. The shares of Common Stock owned in the Trust were acquired
pursuant to the Plan and are beneficially owned by Mr. Teschner pursuant to his
service as a Trustee of the Trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of October 28, 1999, Mr. Teschner beneficially owned 1,420,406
shares of Common Stock, or 16.5% of the aggregate number of shares of Common
Stock currently outstanding. Mr. Teschner possessed sole power to vote and
dispose of 253,071 shares of such Common Stock (2.9% of the total outstanding
Common Stock), which includes 64,071 shares allocated to Mr. Teschner's account
under the Plan and Trust and 186,000 shares that Mr. Teschner may acquire upon
the exercise of stock options that are currently exercisable or will become
exercisable within sixty days. Of the 1,167,335 shares of Common Stock (13.5%)
as to which Mr. Teschner shares voting and investment power, 1,039,877 shares
are held by the Trust, and the remaining shares for which voting and investment
power are shared are held by Mr. Teschner and his spouse. Except with respect to
the 64,071 shares of Common Stock allocated to Mr. Teschner's account under the
Plan and Trust, Mr. Teschner disclaims any personal interest in all of the
shares held by the Trust.
As a Trustee of the Trust, Mr. Teschner has voting power with respect
to shares of Common Stock owned in the Trust that have not been allocated to
participants in the Plan and also with respect to shares of Common Stock owned
in the Trust that have been allocated to participants but as to which the
participants have not provided directions to the Trustees regarding the voting
thereof. At the Annual Meeting of the Shareholders of Southside on April 22,
1999, Mr. Teschner voted (a) all of the allocated but undirected shares of
Common Stock owned in the Trust, 137,898 shares, and (b) all of the unallocated
shares of Common Stock owned in the Trust, 222,372 shares.
Until May 27, 1999, Mr. Etling served as Chairman of the Board of
Southside. In this capacity, Mr. Etling also served as a Trustee, along with Mr.
Teschner, under the Trust with respect to the Plan. Because Mr. Etling no longer
serves Southside in these capacities, he is no longer the beneficial owner of
those shares of Common Stock owned in the Trust (although Mr. Etling remains a
member of the Board of Directors). As of October 28, 1999, Mr. Etling was the
beneficial owner of 180,686 shares of Common Stock (2.1%). Accordingly, Mr.
Etling is no longer subject to the reporting requirements of Rule 13d-1(a) under
the Act.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I: Joint Filing Agreement.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Thomas M. Teschner
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Thomas M. Teschner
Date: October 28, 1999
/s/ Howard F. Etling
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Howard F. Etling
Date: October 28, 1999
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned each hereby agree that the amendment to Schedule 13D
filed herewith, relating to the Common Stock, Par Value $1.00 per share, of
Southside Bancshares Corp., is filed on behalf of each of the undersigned.
/s/ Thomas M. Teschner Dated: October 28, 1999
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Thomas M. Teschner
/s/ Howard F. Etling Dated: October 28, 1999
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Howard F. Etling
