<PAGE> 1
EXHIBIT (a)(2)
EXHIBIT A
IMPORTANT
PLEASE SIGN, DATE AND, IF NECESSARY, HAVE YOUR SIGNATURE
GUARANTEED IN THE BOX ENTITLED "SIGN HERE" ON PAGE 6 OF THIS
DOCUMENT WHERE INDICATED BY THE ARROWS.
LETTER OF TRANSMITTAL
TO TENDER SHARES
OF
COMMON STOCK
OF
SOUTHSIDE BANCSHARES CORP.
("SOUTHSIDE")
PURSUANT TO
THE OFFER TO PURCHASE FOR CASH
COMMON STOCK
OF
SOUTHSIDE
DATED JANUARY 5, 2001
To: UMB Bank, n.a.
(800) 884-4225
<TABLE>
<CAPTION>
By Mail: By Hand: By Overnight:
<S> <C> <C>
UMB Bank, n.a. UMB Bank, n.a. UMB Bank, n.a.
Securities Transfer Division Securities Transfer Division Securities Transfer Division
P.O. Box 410064 928 Grand Blvd. 928 Grand Blvd.
Kansas City, MO 64141 13th Floor 13th Floor
Kansas City, MO 64106 Kansas City, MO 64106
</TABLE>
Facsimile (for eligible institutions only): (816) 860-3963
Confirm facsimile by telephone: (816) 860-7782
This Letter of Transmittal is for use in connection with that Offer to Purchase
for Cash Common Stock of Southside Bancshares Corp. dated January 5, 2001 (the
"Offer to Purchase;" capitalized terms used but not defined herein have the
meanings ascribed to them in the Offer to Purchase).
1
<PAGE> 2
Delivery of this Letter of Transmittal and all other documents to an
address, or transmission of instructions to a facsimile number, other than as
set forth above does not constitute a valid delivery. Please read carefully the
entire Letter of Transmittal, including the accompanying instructions, before
checking any box below. This Letter of Transmittal is to be used only if
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer to the Paying Agent's account at The Depository Trust
Company (the "DTC") pursuant to the procedures set forth in the Offer to
Purchase. This Letter of Transmittal may not be used for tendering Shares
attributable to individual accounts under Southside's Employee Stock Ownership
Plan ("ESOP"), nor may it be used for directing the exercise of options through
Southside's 1993 Stock Option Plan ("Stock Option Plan").
--------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
<TABLE>
<CAPTION>
Name and Address of Registered Holder Certificate Number(s)(1) Number of Shares (2)
------------------------------------- --------------------- ----------------
<S> <C> <C>
Total Shares tendered:
---------------------------
</TABLE>
--------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which your Shares are
to be purchased.(3) (Attach an additional signed list(s) if necessary). See
Instruction 3.
<TABLE>
<S> <C> <C> <C>
1st: 2nd: 3rd: 4th:
---------------- --------------- --------------- ---------------
</TABLE>
--------
1 Need not be completed if you are tendering your Shares by book-entry transfer.
2 Unless otherwise indicated, it will be assumed that all Shares represented by
each certificate delivered to the Paying Agent are being tendered hereby.
3 If you do not designate an order, then in the event less than all Shares
tendered are purchased pursuant to the Offer, your Shares tendered herewith will
be selected for purchase by the Paying Agent.
2
<PAGE> 3
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
If you desire to tender Shares pursuant to the Offer and you cannot
deliver your Share certificate (or you are unable to comply with the procedures
for book-entry transfer on a timely basis) and all other documents required by
this Letter of Transmittal to the Paying Agent at or before the Expiration Date,
you may tender your Shares according to the guaranteed delivery procedures set
forth in the section of the Offer to Purchase titled "Procedure for Tendering
Shares." See Instruction 2. Delivery of documents to the DTC does not constitute
delivery to the Paying Agent.
--------------------------------------------------------------------------------
THIS BOX IS FOR USE BY ELIGIBLE INSTITUTIONS ONLY
<TABLE>
<S> <C>
[ ] Check here if tendered Shares are being delivered by book-entry
transfer to the Paying Agent's account at the DTC and complete the
following:
Name of Tendering Institution:
----------------------------------------------------------
(Please Print)
DTC Account No.:
------------------------------------------------------------------------
Transaction Code No.:
-------------------------------------------------------------------
[ ] Check here if tendered Shares are being delivered pursuant to a
Notice of Guaranteed Delivery previously sent to the Paying Agent and
complete the following:
Name(s) of Registered Holder(s):
--------------------------------------------------------
(Please Print)
Date of Execution of Notice of Guaranteed Delivery:
------------------------------------
Name of Institution that Guaranteed Delivery:
-------------------------------------------
DTC Account No.:
------------------------------------------------------------------------
Transaction Code No.:
-------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
TENDER, PROXY AND POWER OF ATTORNEY
To Southside Bancshares Corp.:
The undersigned, the registered holder of Shares of common stock of
Southside as described in the Offer to Purchase, or the legal representative of
the registered holder, hereby accepts, with respect to the Shares tendered as
set forth on page 2 of this Letter of Transmittal at the price per Share
indicated in this Letter of Transmittal, the offer of Southside, receipt of
which is hereby acknowledged, to acquire the Shares upon the terms and subject
to the conditions of the Offer.
Accordingly, subject to and effective upon the acquisition by Southside
(pursuant to the Offer) of the Shares tendered herewith, the undersigned hereby
sells, assigns and transfers to or upon the order of Southside such Shares,
including any and all declared but unpaid dividends and other distributions on
such Shares, or hereby orders the registration of such Shares tendered by
book-entry transfer that are purchased pursuant to the Offer to or upon the
order of Southside, and hereby irrevocably constitutes and appoints UMB Bank,
n.a. (the "Paying Agent") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares with full power of substitution (such
power of attorney is deemed to be an irrevocable power coupled with an interest)
to: (i) deliver the Shares, together with any and all evidences of transfer and
authenticity which may be required by the Paying Agent, to or upon the order of
Southside upon receipt by the Paying Agent, as the undersigned's agent, of the
Shares of Southside's common stock as set forth in the Offer; (ii) do all things
necessary and appropriate for the transfer of
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<PAGE> 4
such Shares on Southside's books; (iii) exercise all rights of legal and
beneficial ownership of such Shares to which the undersigned would be entitled
by virtue of the ownership of such Shares, in accordance with the terms of the
Offer; and (iv) receive all dividends and other distributions due or rights
issued in respect to the Shares to which the undersigned would be entitled by
virtue of the ownership of such Shares, all in accordance with the terms of the
Offer. Upon such acceptance for acquisition, all prior proxies and powers of
attorney given by the undersigned with respect to such Shares will, without
further action, be revoked and no subsequent proxies or powers of attorney may
be given and, if given, will not be deemed effective.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Shares and
that Southside will acquire good and unencumbered title thereto, free and clear
of all liens, restrictions, charges, voting agreements and encumbrances and not
subject to any adverse claim. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Paying Agent or Southside to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares.
All authority herein conferred or agreed to be conferred survives the
death or incapacity of the undersigned and any obligations of the undersigned
hereunder are binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Subject to the undersigned's right to withdraw as
set forth in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that a tender of Shares pursuant to any one
of the procedures described herein constitutes the undersigned's acceptance of
the terms and conditions of the Offer, including the undersigned's
representation and warranty that: (i) the undersigned has a net long position in
the Shares or equivalent securities the undersigned is tendering herewith within
the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934,
as amended; and (ii) the undersigned's tender of such Shares complies with such
Rule 14e-4.
The undersigned understands that acceptance of the offer contained in
the Offer constitutes an agreement between the undersigned and Southside, in
accordance with the terms and conditions precedent of the Offer, only when a
duly executed and properly completed copy of this Letter of Transmittal,
together with any other required documents (including, but not limited to, the
Shares), are received by the Paying Agent. The undersigned further acknowledges
receipt and has read the contents of the Offer and recognizes the various
conditions to the Offer that are set forth in the Offer to Purchase.
The undersigned understands that Southside will determine a single per
share price (not greater than $12.25 nor less than $10.75), net to the seller in
cash, that it will pay for Shares validly tendered and not withdrawn pursuant to
the Offer (the "Purchase Price"), taking into account the number of Shares so
tendered and the prices specified by tendering stockholders. The undersigned
understands that Southside will select the lowest Purchase Price that will allow
it to purchase 1,100,000 Shares (or such lesser number of Shares as are validly
tendered at prices not greater than $12.25 nor less than $10.75 per Share)
validly tendered and not withdrawn pursuant to the Offer. The undersigned
understands that Southside may, but is not obligated to, select a purchase price
that will enable it to purchase up to 1,469,388 Shares. The undersigned also
understands that Southside does not intend to pay more than $18 million for
Shares pursuant to the Offer.
The undersigned understands that all Shares validly tendered at prices
at or below the Purchase Price and not withdrawn will be purchased at the
Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including the proration and conditional tender
provisions, and that Southside will return all other Shares, including Shares
tendered at prices greater than the Purchase Price and not withdrawn and Shares
not purchased because of proration or conditional tender.
The undersigned recognizes that, under certain circumstances set forth
in the Offer to Purchase, Southside may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for Shares tendered, or
may not be required to purchase any of the Shares that the undersigned is
tendering hereby, or may accept for payment fewer than all of the Shares the
undersigned is tendering hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the Purchase Price and any Shares of Southside's
common stock to be returned to the undersigned as set forth in the Offer to
Purchase in the name of the undersigned. Similarly, please mail such check and
Shares, unless otherwise indicated herein under "Special Delivery Instructions,"
and/or send any appropriate documents if a Share is not
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<PAGE> 5
purchased, to the undersigned at the address shown below the undersigned's
signature. The undersigned recognizes that Southside has no obligation to
transfer any Shares from the name of the registered holder thereof if Southside
does not acquire such Shares pursuant to the Offer.
--------------------------------------------------------------------------------
CONDITIONAL TENDERS
(See Instruction 9)
The undersigned may condition the tender of his Shares upon the
purchase by Southside of a specified minimum number of the Shares the
undersigned is tendering hereby (which minimum number can be all of the Shares
which the undersigned is hereby tendering), all as described in the Offer to
Purchase. Except as set forth in the Offer to Purchase, unless at least such
minimum number of Shares is purchased by Southside pursuant to the terms of the
Offer, none of the Shares the undersigned is tendering hereby will be purchased.
It is the undersigned's responsibility to calculate and appropriately indicate
such minimum number of Shares, and each stockholder is urged to consult a tax
advisor. Unless this box has been completed and a minimum number specified, the
undersigned's tender will be deemed unconditional.
[ ] Minimum number of Shares that must be purchased, if any are
purchased: Shares.
--------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
IF YOU ARE TENDERING SHARES AT MORE THAN ONE PRICE,
YOU MUST USE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED
--------------------------------------------------------------------------------
CHECK ONLY ONE BOX.
IF YOU CHECK MORE THAN ONE BOX OR IF YOU DO NOT CHECK A BOX,
YOU HAVE NOT VALIDLY TENDERED YOUR SHARES.
--------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] You want to maximize the chance of having Southside purchase all the
Shares you are tendering (subject to the possibility of proration).
Accordingly, by checking this box instead of one of the price boxes
below, you hereby tender Shares and are willing to accept the Purchase
Price resulting from the Dutch auction tender process. This action
could result in you receiving a price per Share as low as $10.75.
OR
SHARES TENDERED AT A PRICE DETERMINED BY STOCKHOLDER
By checking one of the boxes below instead of the box above, you hereby
tender your Shares at the price checked. This action could result in none of
your Shares being purchased if the Purchase Price is less than the price
checked. If you desire to tender Shares at more than one price, you must
complete a separate Letter of Transmittal for each price at which you are
tendering Shares. You cannot tender the same Shares at more than one price.
Price (in Dollars) per Share at Which You Are Tendering Your Shares:
[ ] $10.75 [ ] $11.00 [ ] $11.25
[ ] $11.50 [ ] $11.75 [ ] $12.00
[ ] $12.25
5
<PAGE> 6
<TABLE>
<S><C>
========================================= ==========================================================
SIGN HERE SPECIAL PAYMENT INSTRUCTIONS
----------------------------- To be completed ONLY if the check for cash in
the name of someone other than the registered
owner.
--> <--
Name
------------------------------
-----------------------------
Address
------------------------------
(Signature(s) of Owner(s))
------------------------------
Dated: , 2001
-------------------
(Included Zip Code)
(Must be signed by registered holder(s)
exactly as name(s) appear(s) under
"Description of Shares" above. If ------------------------------
signature is by a person acting in
fiduciary capacity or as the registered
owner's legal representative, please set Tax Identification of Social Security Number
forth full title. See Instruction 6.)
==========================================================
Name(s)
----------------------------
==========================================================
(Please Print) SPECIAL DELIVERY INSTRUCTIONS
----------------------------------- To be completed ONLY if resumed shares of
Southside's common stock and/or the check
for the payment of the Purchase Price is
(Address) to be sent to someone other than the
registered owner at any address other than
that shown under "Description of Shares"
above,
-----------------------------------
Name:
(Include Zip Code) ------------------------------
Adress:
Phone Number: ( ) ------------------------------
--- ----------------
------------------------------
Taxpayer Identification or
(Include Zip Code)
Social Security Number:
-----------
-----------------------------
Tax Identification or Social Security Number
========================================= ==========================================================
</TABLE>
<TABLE>
<S><C>
============================================================================================================
GUARANTEE OF SIGNATURES
(See Instructions 1 and 6)
Name of Firm:
---------------------------------------------------------------------------------
Authorized Signature:
-------------------------------------------------------------------------
Name:
-----------------------------------------------------------------------------------------
(Please Print)
Title:
----------------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------------
(Include Zip Code)
Area Code(s) and Telephone Number(s):
---------------------------------------------------------
Dated: , 2001
-------------------
===========================================================================================================
</TABLE>
6
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE
TERMS AND CONDITIONS OF THE OFFER
1. SIGNATURE GUARANTEE. No signature guarantee is required if this Letter of
Transmittal is signed by the registered owner of the Shares tendered with this
Letter of Transmittal and delivery is to be made directly to such registered
owner. If such registered owner has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
previous page, all signatures on this Letter of Transmittal must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a member of a recognized signature
guarantee medallion program within the meaning of Rule 17Ad-15 under the 1934
Act (an "Eligible Institution").
2. DELIVERY. This Letter of Transmittal is to be used either if you are
forwarding Share certificates herewith or if you are delivering Shares by
book-entry transfer pursuant to the procedures set forth in the Offer to
Purchase. The Paying Agent must receive, prior to the Expiration Date, a
properly completed and duly executed Letter of Transmittal or a facsimile
thereof in accordance with the instructions of the Letter of Transmittal,
including any required signature guarantees, Share certificates to be tendered
and any other documents required by the Letter of Transmittal at one of its
addresses set forth on the back cover of the Offer to Purchase. Such Shares may
be delivered pursuant to the procedures for book-entry transfer described in the
Offer to Purchase (and a confirmation of such delivery received by the Paying
Agent, including an Agent's Message if the tendering stockholder has not
delivered a Letter of Transmittal), or such Shares may be validly tendered
through the DTC's Automated Tender Offer Program ("ATOP"). The term "Agent's
Message" means a message, transmitted by the DTC to, and received by, the Paying
Agent and forming a part of a Book-Entry Confirmation, which states that the DTC
has received an express acknowledgment from the participant in the DTC tendering
the Shares that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Southside may enforce such agreement
against the participant. If certificates are forwarded to the Paying Agent in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery. Participants in the DTC may
tender their Shares in accordance with ATOP, to the extent it is available to
such participants for the Shares they wish to tender. If you are tendering
through ATOP, you must expressly acknowledge that you have received and agreed
to be bound by the Letter of Transmittal and that the Letter of Transmittal may
be enforced against you. If your Share certificates are not immediately
available, you cannot deliver your Shares and all other required documents to
the Paying Agent or you cannot complete the procedure for delivery by book-entry
transfer prior to the Expiration Date, you may tender your Shares pursuant to
the guaranteed delivery procedure set forth in the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Southside (with any required
signature guarantees) must be received by the Paying Agent prior to the
Expiration Date; and (iii) the certificates for all physically delivered Shares
in proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Paying Agent's account at the DTC of all Shares delivered
electronically, in each case together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees (or, in the case of a book-entry transfer, and
Agent's Message or, in the case of a tender through ATOP, the specified
acknowledgement) and any other documents required by this Letter of Transmittal,
must be received by the Paying Agent within five Nasdaq trading days after the
date the Paying Agent receives such Notice of Guaranteed Delivery, all as
provided in the Offer to Purchase. The method of delivery of all documents,
including Share certificates, the Letter of Transmittal and any other required
documents, is at the election and risk of the tendering stockholder, and the
delivery will be deemed made only when actually received by the Paying Agent. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery. Except as specifically permitted by the Offer to
Purchase, no alternative or contingent tenders will be accepted. By executing
this Letter of Transmittal (or facsimile thereof), you waive any right to
receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate
numbers or the number of Shares should be listed on a separate signed schedule
and attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If you wish to tender fewer than all the Shares represented by any
certificate delivered to the Paying Agent, fill in the number of
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<PAGE> 8
Shares that are to be tendered in the box entitled "Description of Shares
Tendered." In such case, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to you, unless otherwise
provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Paying Agent will be deemed to have been tendered
unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For your Shares to be
validly tendered by this Letter of Transmittal, you must either: (i) check the
box under "Shares Tendered at Price Determined by Dutch Auction"; or (ii) check
the box indicating the price per Share at which you are tendering your Shares
under "Shares Tendered at a Price Determined by Stockholder." By checking the
box under "Shares Tendered at Price Determined by Dutch Auction," you agree to
accept the Purchase Price that results from the Dutch auction tender process,
which could be as low as $10.75. By checking a box under "Shares Tendered at a
Price Determined by Stockholder," you acknowledge that doing so could result in
none of your Shares being purchased if the Purchase Price for such Shares is
less than the price you check. You may only check one box. If you check more
than one box, or if you do not check a box, you have not validly tendered your
Shares. If you wish to tender portions of your Shares at different prices, you
must complete a separate Letter of Transmittal for each price at which you wish
to tender each such portion of your Shares. You cannot tender the same Shares
(unless previously validly withdrawn as provided in the Offer to Purchase) at
more than one price.
6. SIGNATURE ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is signed
by the registered holder(s) of the Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alternation, enlargement or any change whatsoever. If any of the Shares tendered
hereby are held of record by two or more persons, all such persons must sign
this Letter of Transmittal. If any of the Shares tendered hereby are registered
in different names on different certificates, it will be necessary to complete,
sign and submit as many separate Letter of Transmittal (or facsimiles thereof)
as there are different registrations of certificates. If this Letter of
Transmittal is signed by the registered holder(s) of the Shares tendered hereby,
no endorsements of certificates or separate stock powers are required unless
payment of the Purchase Price is to be made to, or Shares not tendered or not
purchased are to be registered in the name of, any person other than the
registered holder(s), in which case the certificate(s) evidencing the Shares
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on such certificates. Signatures on any such certificates or stock powers must
be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of
Transmittal is signed by a person other than the registered holder(s) of the
Shares tendered hereby, certificates evidencing the Shares tendered hereby must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on such
certificate(s). Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1. If this Letter of
Transmittal or any certificate or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Southside of the
authority of such person so to act must be submitted.
7. TRANSFER TAXES. Southside will pay or cause to be paid any stock transfer
taxes with respect to the sale and transfer of any Shares to it or its order
pursuant to the Offer. If, however, payment of the aggregate Purchase Price is
to be made to, or Shares not tendered or not purchased are to be registered in
the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the Purchase Price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this Instruction 7, it will not
be necessary to affix transfer tax stamps to the certificates representing
Shares tendered hereby.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the Purchase Price
of any Shares tendered hereby is to be issued in the name of, or any Shares not
tendered or not purchased are to be returned to, a person other than the
person(s) signing this Letter of Transmittal, or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" or "Special
Delivery Instructions" in this Letter of Transmittal should be
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<PAGE> 9
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the DTC.
9. CONDITIONAL TENDERS. As described in the Offer to Purchase, you may tender
Shares subject to the condition that a specified minimum number of your Shares
tendered must be purchased if any such Shares so tendered are purchased. Under
certain circumstances, Southside may prorate the number of Shares purchased
pursuant to the Offer. In such a case, the Paying Agent will perform a
preliminary proration, and any Shares tendered at or below the Purchase Price
pursuant to a conditional tender for which the condition was not satisfied will
automatically be regarded as withdrawn, subject to reinstatement if such
conditionally tendered Shares are subsequently selected by lot for purchase. If
conditional tenders would otherwise be so regarded as withdrawn and would cause
the total number of Shares to be purchased to fall below the number of Shares to
be purchased (not to exceed 1,469,388 Shares) then, to the extent feasible,
Southside will select enough of such conditional tenders that would otherwise
have been so withdrawn to permit Southside to purchase such number of Shares. In
selecting among such conditional tenders, Southside will select by lot and will
limit its purchase in each case to the designated minimum number of Shares to be
purchased. All tendered Shares will be deemed unconditionally tendered unless
the "Conditional Tenders" box is completed. As discussed in the Offer to
Purchase, the number of Shares to be purchased from a particular stockholder may
affect the tax treatment of such purchase to such stockholder and such
stockholder's decision whether to tender. Each stockholder is urged to consult
with his or her own tax advisor. Any tendering stockholder wishing to make a
conditional tender must calculate and appropriately indicate such minimum number
of Shares.
10. TAXPAYER IDENTIFICATION NUMBER, SUBSTITUTE FORM W-9. The tendering holder of
a Share is required to provide the Paying Agent with his correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 on the page following the
last page of these instructions. Failure to provide the information on the form
may subject the tendering holder to 31% withholding on the payment of the
Purchase Price. If such holder is an individual, the taxpayer identification
number is his social security number. The box in Part 3 of the form may be
checked if the tendering holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If the box in Part 3
is checked and the Paying Agent is not provided with a TIN within 60 days, the
Paying Agent will withhold 31% on all payments of the Purchase Price thereafter
until a TIN is provided to the Paying Agent, and the holder may be subject to a
$500 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such holder with respect to a purchased Share pursuant to this Offer
may be subject to backup withholding. If the backup withholding applies, the
Paying Agent is required to withhold 31% of any payments made to the holder of a
Share. Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
11. IRS FORM W-8. Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the holder must submit an IRS Form W-8 or an IRS Form W-8 BEN signed
under penalties of perjury, attesting to that individual's exempt status. A Form
W-8 or Form W-8 BEN can be obtained from the Paying Agent. Foreign stockholders
are urged to consult their tax advisors regarding the application of U.S.
federal income tax withholding, including eligibility for a withholding tax
reduction or exemption and refund procedures.
12. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for
assistance or for additional copies of the Offer to Purchase, this Letter of
Transmittal or other tender offer materials may be directed to Joseph W. Pope,
Southside Bancshares Corp., 4111 Telegraph Road, St. Louis, Missouri 63129,
(314) 416-4111, and such copies will be furnished promptly at Southside's
expense. Stockholders may also contact their local broker, dealer, commercial
bank or trust company for documents relating to, or assistance concerning, the
Offer.
13. IRREGULARITIES. All questions as to the number of Shares to be accepted, the
price to be paid therefor and the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by Southside, in its sole discretion, which determination is final and binding
on all parties. Southside reserves the absolute right to reject any or all
tenders it determines not to be in proper form or the acceptance of or payment
for which may, in the opinion of Southside's counsel, be unlawful. Southside
also reserves the absolute right to waive any of the conditions of the Offer
(other than No Legal Prohibition Condition) and any defect or irregularity in
the tender of any particular Shares or any particular stockholder. No tender of
Shares will be deemed to be validly made until all defects or irregularities
have been cured or waived. None of Southside, the Paying
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Agent or any other person is or will be obligated to give notice of any defects
or irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
14. ESOP. Participants in the ESOP may not use this Letter of Transmittal to
direct the tender of Shares (including fractional Shares, if any) allocated to
such participant's individual account(s) under the plan, but must use the
separate Direction Form sent to them by the co-trustees if they are otherwise
entitled to tender ESOP Shares as set forth in such Direction Form and the Offer
to Purchase.
15. STOCK OPTION PLAN. Holders of options to purchase shares through the Stock
Option Plan may not use this Letter of Transmittal to direct the exercise of
options and the tender of Shares issuable upon exercise of such options, but
must use the separate Option Election sent to them by Southside.
16. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in the Offer to
Purchase, you may designate the order in which your Shares are to be purchased
in the event of proration. The order of purchase may affect whether any capital
gain or loss recognized on the Shares purchased is long-term or short-term
(depending on the holding period for the Shares purchased) and the amount of
gain or loss recognized for federal income tax purposes.
17. LOST, STOLEN OR DESTROYED CERTIFICATES. If your certificate(s) representing
Shares have been lost, stolen or destroyed, so indicate. The Paying Agent will
send you additional documentation that will need to be completed to effectively
surrender such lost, stolen or destroyed certificates.
18. WAIVER OF CONDITIONS. The conditions set forth in this Letter of Transmittal
are for the sole benefit of Southside and may be asserted on or before the
Expiration Date by Southside regardless of the circumstances giving rise to any
such conditions or may be waived at any one time and from time to time on or
before the Expiration Date in Southside's sole discretion.
IMPORTANT: This Letter of Transmittal (or a manually signed facsimile
thereof) together with share certificates or confirmation of
book-entry transfer and all other required documents must be
received by the Paying Agent, or the Notice of Guaranteed Delivery
must be received by the Paying Agent, prior to the Expiration
Date.
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