<PAGE> 1
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, 1999
------------------------------
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, 1999 and 1998 are presented on
pages 2 through 13.
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 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: June 27, 2000
<PAGE> 3
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Financial Statements and
Supplemental Materials
Years ended December 31, 1999 and 1998
[HOPKINS & HOWARD, P.C. LOGO]
<PAGE> 4
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Table of Contents
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
Independent Auditor's Report 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 5-10
Supplemental Material
Schedules of Assets Held for Investment 12
Schedules of Transactions or Series of Transactions in
Excess of 5% of Plan Assets at Beginning of year 13
</TABLE>
<PAGE> 5
[HOPKINS & HOWARD, P.C. LETTERHEAD]
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 plan
benefits of the Southside Bancshares Corp. Employee Stock Ownership Plan with
401(k) Provisions (the Plan) as of December 31, 1999 and 1998, and the related
statements of changes in net assets available for plan 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 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 plan benefits of the
Southside Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions
at December 31, 1999 and 1998, and the changes in net assets available for plan
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.
/s/ Hopkins & Howard, P.C.
May 24, 2000
<PAGE> 6
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999 and 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
--------------------------------------- ---------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
----------- ----------- ----------- ----------- ----------- -----------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Cash 67 -- 67 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Investments, at fair value (notes 2 and 3)
Southside Bancshares Corp. common stock,
865,624 allocated shares and 222,372
unallocated shares at December 31, 1999
and 881,077 allocated shares and 259,434
unallocated shares at December 31, 1998 $ 7,952,920 2,043,043 9,995,963 11,343,867 3,340,213 14,684,080
Mutual Funds:
SEI S&P 500 Index Fund 1,873,022 -- 1,873,022 1,743,393 -- 1,743,393
Institutional shares of Federated GNMA Trust 212,978 -- 212,978 207,474 -- 207,474
Fidelity Funds Government Money Market 521,005 17,817 538,822 526,102 -- 526,102
----------- ----------- ----------- ----------- ----------- -----------
$10,559,925 2,060,860 12,620,785 13,820,836 3,340,213 17,161,049
Receivables:
Employer contributions 320,249 -- 320,249 313,864 -- 313,864
Employees contributions 27,665 -- 27,665 26,321 -- 26,321
Loans to participants 126,013 -- 126,013 87,715 -- 87,715
Accrued interest and dividends 8,011 42 8,053 7,920 -- 7,920
----------- ----------- ----------- ----------- ----------- -----------
481,938 42 481,980 435,820 -- 435,820
Total Assets $11,041,930 2,060,902 13,102,832 14,256,656 3,340,213 17,596,869
LIABILITIES
Loan payable (Note 4) -- 1,186,000 1,186,000 -- 1,383,648 1,383,648
Accrued interest payable-loan payable -- 26,319 26,319 -- -- --
Due to former participants 16 -- 16 -- -- --
Administrative fee payable 1,300 -- 1,300 -- -- --
Excess employee contributions 2,099 -- 2,099 13 -- 13
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities 3,415 1,212,319 1,215,734 13 1,383,648 1,383,661
----------- ----------- ----------- ----------- ----------- -----------
Net Assets Available for Benefits $11,038,515 848,583 11,887,098 14,256,643 1,956,565 16,213,208
=========== =========== =========== =========== =========== ===========
</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, 1999 and 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
------------------------------------------ ----------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (note 3) $ (2,844,706) (819,961) (3,664,667) 1,327,694 291,863 1,619,557
Realized gain (loss) on sale of assets (159,072) -- (159,072) 1,533 -- 1,533
Dividends - stock 288,147 71,159 359,306 264,695 75,063 339,758
Interest 86,725 -- 86,725 76,199 -- 76,199
------------ ------------ ------------ ------------ ------------ ------------
(2,628,906) (748,802) (3,377,708) 1,670,121 366,926 2,037,047
Allocation of Southside Bancshares Corp.
common stock, 37,062 shares, at market,
in 1999 and 1998 477,173 -- 477,173 435,478 -- 435,478
Employee contributions 386,571 -- 386,571 489,188 -- 489,188
Employer contributions 122,585 214,216 336,801 116,200 243,187 359,387
------------ ------------ ------------ ------------ ------------ ------------
Total Additions (1,642,577) (534,586) (2,177,163) 2,710,987 610,113 3,321,100
------------ ------------ ------------ ------------ ------------ ------------
Deductions from Net Assets Attributed to:
Interest expense -- 96,223 96,223 -- 120,586 120,586
Administrative expense 2,850 -- 2,850 -- -- --
Benefits paid to participants 1,572,701 -- 1,572,701 879,651 -- 879,651
Allocation of Southside Bancshares Corp.
common stock, 37,062 shares, at market,
in 1999 and 1998 -- 477,173 477,173 -- 435,478 435,478
------------ ------------ ------------ ------------ ------------ ------------
Total Deductions 1,575,551 573,396 2,148,947 879,651 556,064 1,435,715
------------ ------------ ------------ ------------ ------------ ------------
Net Increase (Decrease) (3,218,128) (1,107,982) (4,326,110) 1,831,336 54,049 1,885,385
Net Assets Available for Benefits
Beginning of year 14,256,643 1,956,565 16,213,208 12,425,307 1,902,516 14,327,823
------------ ------------ ------------ ------------ ------------ ------------
End of year $ 11,038,515 848,583 11,887,098 14,256,643 1,956,565 16,213,208
============ ============ ============ ============ ============ ============
</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, 1999 and 1998. 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.
See accompanying independent auditors' report. 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, South Side National Bank in
St. Louis, State Bank of Jefferson County, The 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
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.
See accompanying independent auditors' report. 5
<PAGE> 10
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 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 and one half of the employer matching contributions
made to an employee's account each year. 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:
<TABLE>
<CAPTION>
Completed years Vested
of service percentage
---------- ----------
<S> <C>
Less than 2 0%
2 25%
3 50%
4 75%
5 or more 100%
</TABLE>
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.
DISTRIBUTIONS
Participants with vested balances of $5,000 or less may choose to have
account balances distributed in either stock or cash. Participants with
vested balances greater than $5,000 are not given the option to receive
cash for the stock included in their account. 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.
See accompanying independent auditors' report. 6
<PAGE> 11
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
--------------------------------------------------------------------------------
LOANS
Generally, participants may request a loan up to 50% of the vested
balance in their account for reasons as stated in the financial
hardship rules. 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 these
shares 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 unallocated shares of stock serve as collateral for the borrowing.
The lender has no rights against shares once they are allocated under
the Plan. Accordingly, the financial statements of the Plan for the
year ended December 31, 1999 and 1998 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 Company pays all expenses incidental to the operation and
management of the Plan for active participants.
STOCK SPLIT
On November 15, 1998, the Company effected a three for one stock split
to shareholders of record on November 2, 1998.
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.
See accompanying independent auditors' report. 7
<PAGE> 12
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
--------------------------------------------------------------------------------
2. PARTY-IN-INTEREST TRANSACTIONS
At December 31, 1999 and 1998, the Plan held an investment in the Company's
common stock valued at $9,995,963 and $14,684,080, respectively. The Plan
also received dividends of $359,306 and $339,758 in 1999 and 1998,
respectively, recognized $3,931,502 in market value depreciation and
$1,333,091 in market value appreciation on this investment during the years
ended December 31, 1999 and 1998, respectively, and recognized $175,125 in
losses on common stock distributions during the year ended December 31,
1999.
During 1999, the Plan paid in full its note payable of $1,185,984 to South
Side National Bank in St. Louis, an affiliated institution, by borrowing
$1,186,600 from UMB Bank of St. Louis n.a. The unallocated shares of the
Plan and the outstanding common shares of The Bank of St. Charles County
secure the loan. The Company also guarantees the loan.
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available
for benefits at December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-----------------
Issuer Description of investment Fair value
------ ------------------------- ----------
<S> <C> <C> <C>
Southside Bancshares Corp. Common stock:
865,624 shares allocated $ 7,952,920
222,372 shares unallocated 2,043,043
---------- -----------
1,087,996 total shares 9,995,963
===========
SEI S&P 500 Index Fund 41,165 shares $ 1,873,022
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
Issuer Description of investment Fair value
------ ------------------------- ----------
<S> <C> <C> <C>
Southside Bancshares Corp. Common stock:
881,077 shares allocated $11,343,867
259,434 shares unallocated 3,340,213
---------- -----------
1,140,511 total shares 14,684,080
===========
SEI S&P 500 Index Fund 45,354 shares $ 1,743,393
</TABLE>
See accompanying independent auditors' report. 8
<PAGE> 13
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
--------------------------------------------------------------------------------
INVESTMENTS (continued)
During 1999 and 1998 the Plan's investments (including investments bought,
sold and held during the year) depreciated or appreciated in value as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Southside Bancshares Corp. common stock $(3,931,502) $1,333,091
SEI S&P 500 Index Fund 277,218 285,841
Institutional shares of Federated GNMA Trust (10,383) 625
----------- ----------
$(3,664,667) $1,619,557
=========== ==========
</TABLE>
Activity in SEI S&P 500 Index Fund and Institutional shares of Federated
GNMA Trust for the years ended December 31, 1999 and 1998, was as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------- -----------------------
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 (depreciation) appreciation in
fair value of investments $ 277,218 $ (10,383) $ 285,841 $ 625
Interest and dividends 36,114 13,239 32,060 11,547
Employee contributions 140,107 40,666 110,229 26,172
Fund transfers (323,810) (38,018) 376,045 (2,986)
----------- --------- ----------- ---------
Net increase 129,629 5,504 804,175 35,358
Balance at beginning of the year 1,743,393 207,474 939,218 172,116
----------- --------- ----------- ---------
Balance at the end of the year $ 1,873,022 $ 212,978 $ 1,743,393 $ 207,474
=========== ========= =========== =========
</TABLE>
See accompanying independent auditors' report. 9
<PAGE> 14
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
--------------------------------------------------------------------------------
4. LOAN PAYABLE
During 1999 the Plan entered into a loan agreement UMB Bank of St. Louis
n.a. (UMB) the proceeds of which were used to repay a loan from South Side
National Bank in St. Louis (SSNB), an affiliated institution. The original
loan from SSNB was used to purchase 560,010 shares of the Company's stock.
The loan with UMB is due April 1, 2005. The unallocated shares of the Plan
and the outstanding common shares of The Bank of St. Charles County secure
the loan. The loan requires quarterly interest payments at 7.50%. The loan
had a principal balance of $1,186,000 at December 31, 1999. The loan
requires annual principal payments of $197,664 on March 31 of each year,
with the final payment due April 1, 2005. During the year, 37,062 shares
were released and allocated to the participants under the terms of the
Plan.
5. PLAN AMENDMENTS
Effective August 1998, the Company amended the Plan to define
"compensation" as base salary, overtime, and annual board approved bonuses.
The Plan's previous provisions defined "compensation" as base salary,
overtime, commissions paid to salesmen, and annual approved board bonuses.
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
provision for income taxes has been included in the Plan's financial
statements.
See accompanying independent auditors' report. 10
<PAGE> 15
SUPPLEMENTAL MATERIAL
See accompanying independent auditors' report. 11
<PAGE> 16
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Schedule of Assets Held for Investment
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
As of December 31, 1999:
------------------------
Description Fair value Cost
----------- ---------- ----
<S> <C> <C>
Southside Bancshares Corp. common stock,
865,624 Allocated Shares $ 7,952,921 3,978,776
222,372 Unallocated Shares 2,043,043 1,186,000
---------- ----------- ---------
1,087,996 Total Shares 9,995,963 5,164,776
Mutual Funds:
SEI S&P 500 Index Fund 1,873,022 1,655,993
Institutional shares of Federated GNMA Trust 538,822 538,822
Fidelity Funds Government Portfolio 212,978 212,978
----------- ---------
$12,620,785 7,572,569
=========== =========
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1998
-----------------------
Description Fair value Cost
----------- ---------- ----
<S> <C> <C>
Southside Bancshares Corp. common stock,
881,077 Allocated Shares $11,343,867 3,417,815
259,434 Unallocated Shares 3,340,213 1,383,648
---------- ----------- ---------
1,140,511 Total Shares 14,684,080 4,801,463
Mutual Funds:
SEI S&P 500 Index Fund 1,743,393 1,505,899
Institutional shares of Federated GNMA Trust 207,474 208,693
Fidelity Funds Government Portfolio 526,102 526,102
----------- ---------
$17,161,049 7,042,157
=========== =========
</TABLE>
See accompanying independent auditors' report. 12
<PAGE> 17
SOUTHSIDE 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
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31, 1999:
-------------------------------------
Number of Purchase Selling Cost of
transactions price price asset Amount
------------ ----- ----- ----- ------
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
Loan repayment 1 $ (1,186,984)
Loan advance 1 $ 1,186,984
SERIES OF TRANSACTIONS
Southside Bancshares
common stock:
Acquisitions 14 - - 547,078
Distributions 39 - 1,128,534 -
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998:
-------------------------------------
Number of Purchase Selling Cost of
transactions price price asset
------------ ----- ----- -----
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
Southside Bancshares
common stock 9 - 39.04 342,193
(reinvested from 14 - 38.94 199,784
terminated Pension
Plan Trust as directed
by participants)
</TABLE>
See accompanying independent auditors' report. 13
