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EXHIBIT (a)(9)
FORM OF OPTION ELECTION
OPTION ELECTION
To Exercise Options and to Tender Shares of Common Stock
of
Southside Bancshares Corp.
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SIGNATURE REQUIRED IN BOX 4
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January 5, 2001
Re: 1993 Stock Option Plan (the "Plan")
Dear Option Holder:
As you may have heard, Southside Bancshares Corp. ("Southside") has
made an offer to purchase 1,100,000 shares of common stock of Southside at a
price not in excess of $12.25 nor less than $10.75 per share. The offer is
commonly referred to as a "Dutch auction" tender offer. The enclosed Offer to
Purchase dated January 5, 2001 and the related Letter of Transmittal enclosed
with this Option Election (which, together with the Offer to Purchase,
constitute the "offer"), describe the offer in greater detail.
As a holder of options to purchase shares under the Plan, you have the
following alternatives in connection with the offer: (i) you may submit to
Southside an Option Election instructing Southside to conditionally exercise
some or all of your outstanding and vested options (but only to the extent that
the shares issuable upon exercise of such options ("option shares") are accepted
in the offer), provided that any such exercise of an option and tender of shares
is in accordance with the terms of the Plan, as more fully described below under
"Method 1: Conditional Exercise/Tender"; (ii) you may submit to Southside an
Option Election exercising all or a portion of your outstanding and vested
options for shares which you may tender in the offer, sell as you would any
other shares that you own or continue to hold, provided that any exercise of an
option and tender of shares must be in accordance with the terms of the Plan, as
more fully described below under "Method 2: Standard (Unconditional) Exercise";
or (iii) you may continue to hold your options.
The offer, proration period and withdrawal rights will expire at 5:00
p.m., St. Louis time, on February 14, 2001, unless Southside extends the offer.
To assure that your Option Election can be processed on time, please execute
this Option Election and deliver it to Southside according to the instructions
set forth below, before 5:00 p.m., St. Louis time, on February 9, 2001, unless
the offer is extended.
If you require additional information concerning the terms and
conditions of the offer or concerning the procedure to tender option shares or
the completion of this Option Election, please call Joseph W. Pope at (314)
416-4111.
Before completing this Option Election, please read carefully the
accompanying Offer to Purchase and all other enclosed materials.
The Board of Directors of Southside has approved the offer. However,
you must make your own decision whether to exercise options and/or tender shares
and, if so, which options to exercise, how many options to exercise, the number
of shares to tender and the price or prices at which shares should be tendered.
Neither Southside nor its Board of Directors makes any recommendation to any
holder of options or any stockholder as to whether to exercise
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or refrain from exercising options or tender or refrain from tendering shares.
See the Offer to Purchase for information regarding the intention of Southside's
Board of Directors and executive officers with respect to tendering shares
pursuant to the offer.
Sincerely,
/s/ Thomas M. Teschner
Thomas M. Teschner,
President and Chief Executive Officer
Southside Bancshares Corp.
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INSTRUCTIONS
Carefully complete this Option Election below. To assure that your
Option Election can be processed on time, please be sure to sign and date this
Option Election and return it to Joseph W. Pope. Southside Bancshares Corp.,
4111 Telegraph Road, St. Louis, Missouri 63129, not later than 5:00 p.m., St.
Louis time, on February 9, 2001, unless the offer is extended.
If your Option Election and related documents, if any (including,
unless you are making a cashless exercise, a check in the amount of the exercise
price), are not received by the applicable deadline set forth below, or if they
are not fully or properly completed, Southside will reject this Option Election
and Southside will neither exercise your options nor tender the related option
shares. Southside reserves the absolute right to waive any defect or
irregularity in the exercise of any option or the tender of any shares. No
exercise of options and tender of option shares will be deemed to be properly
made until all defects or irregularities have been cured or waived. None of
Southside, the Paying Agent or any other person is or will be obligated to give
notice of any defects or irregularities in tenders of exercises of options and
option shares, and none of them will incur any liability for failure to give any
such notice.
The method of delivery of this document is at the election and risk of
the tendering holder of options. No facsimile transmissions of the Option
Election will be accepted. If delivery is by mail, registered mail with return
receipt requested is recommended. In all cases, sufficient time should be
allowed to assure delivery by 5:00 p.m., St. Louis time, on February 9, 2001.
METHOD 1: CONDITIONAL EXERCISE/TENDER
If you want to participate in the offer, but not exercise your options
unless the related option shares are purchased in the offer, follow the
instructions below. If you wish to use Method 1 to exercise some of your options
and Method 2 to exercise some of your options, you must complete and submit two
Option Elections, one for each method of exercise.
To properly complete your Option Election, you must do the following.
(1) Complete Box 1 on this Option Election for each grant date for
which you are the holder of options for which you wish to
conditionally tender the option shares. In column (a), enter
the number of shares subject to options held by you as set
forth on the enclosed Optionee Statement. In column (b), enter
the number of option shares for each grant date that you wish
to tender at a price per option share to be selected in Box 2
as described below. At the bottom of column (b), add up the
number of option shares specified in the column. In the event
that not all option shares that you tender are purchased,
specify in the far left column the order (by grant date) in
which option shares are to be purchased. Do not fill in any
numbers in column (c).
(2) Use Box 2 to select the price (in dollars) per share at which
option shares listed in Box 1 are to be tendered. You have two
choices. You should mark the box entitled "Shares Tendered at
Price Determined by Dutch Auction" if you are willing to
accept the Purchase Price resulting from the Dutch auction
tender process. This could result in your receiving the
minimum price of $10.75 per share. In all other cases, you
should insert in front of each of the prices specified under
"Option Shares Tendered at a Price Determined by Holder of
Options" the number of option shares that you are tendering at
that price. This action will result in none of the option
shares that you tender at a price higher than the Purchase
Price being purchased (in which event the related options will
not be exercised). You may not tender the same option shares
at more than one price. Therefore the total number of shares
specified in Box 2 must not exceed the total number of shares
specified in column (b) in Box 1. If it does, Southside will
reject your Option Election as described above. If you desire
to tender a portion of your option shares at the Purchase
Price determined by the Dutch auction tender process and to
specify one or more tender prices for another portion of your
option shares, you must submit two Option Elections. In that
case, you should only include in Box 1 of the relevant form
those option shares being tendered pursuant to that form.
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(3) Complete Box 3 if you want to impose the condition that a
specified minimum number of your tendered shares must be
purchased if any such tendered shares are purchased (as
described below).
(4) Complete, date and sign the Option Election in Box 4.
(5) Return the Option Election in the enclosed return envelope so
that it is received by Southside at the address on the return
envelope not later than 5:00 p.m., St. Louis time, on February
9, 2001, unless extended. No facsimile transmittals of the
Option Election will be accepted.
METHOD 2: STANDARD (UNCONDITIONAL) EXERCISE
If you want to unconditionally exercise your options (a standard
exercise) and tender the related option shares in the offer, sell such option
shares in the open market or hold such option shares, follow the instructions
below. If you wish to use Method 1 to exercise some of your options and Method 2
to exercise some of your options, you must complete and submit two Option
Elections, one for each method of exercise.
Option Elections received after 5:00 p.m., St. Louis time, on February
9, 2001, unless extended, that exercise options but do not specify that such
options are to be tendered in the offer will continue to be honored. If you
select Method 1: "Conditional Exercise/Tender" for some portion of the options
held by you, options which you conditionally exercise in the offer, but which
represent option shares that are not accepted in the offer, will be deemed
unexercised, but because of the time required to complete those procedures, you
will not be able to exercise those unexercised options until the tenth day
following the termination of the offer.
To properly complete your Option Election, you must do the following.
(1) Complete Box 1 on this Option Election for each grant date for
which you are the holder of options which you wish to
exercise. In column (a), enter the number of shares subject to
options held by you as set forth on the enclosed Optionee
Statement. In column (c), list the number of options that you
wish to exercise. At the bottom of column (c), add up the
number of option shares specified in the column. Do not fill
in any numbers in column (b).
(2) If you do not wish to tender option shares in the offer, skip
Box 2.
(3) If you wish to tender option shares in the offer, use Box 2 to
select the price (in dollars) per share at which option shares
listed in Box 1 are to be tendered. You have two choices. You
should mark the box entitled "Shares Tendered at Price
Determined by Dutch Auction" if you are willing to accept the
Purchase Price resulting from the Dutch auction tender
process. This could result in you receiving the minimum price
of $10.75 per share. This action could also result, in the
case of options with exercise prices higher than the minimum
price of $10.75, in your receiving a Purchase Price for your
option shares less than the exercise price for the related
option, resulting in a loss to you. In all other cases, you
should insert in front of each of the prices specified under
"Option Shares Tendered at a Price Determined by Holder of
Options" the number of option shares that your are tendering
at that price. This action will result in none of the option
shares that you tender at a price higher than the Purchase
Price being purchased. You may not tender the same option
shares at more than one price. Therefore the total number of
shares specified in Box 2 must not exceed the total number of
shares specified in column (c) in Box 1. If it does, Southside
will reject your Option Election as described above. If you
desire to tender a portion of your option shares at the
Purchase Price determined by the Dutch auction tender process
and to specify one or more tender prices for another portion
of your option shares, you must submit two Option Elections.
In that case, you should only include in Box 1 of the relevant
form those option shares being tendered pursuant to that form.
(4) Complete Box 3 if you want to impose the condition that a
specified minimum number of your tendered shares must be
purchased if any such tendered shares are purchased (as
described below).
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(5) Complete, date and sign the Option Election in Box 4. Be sure
to check one of the three boxes in Box 4 relating to the
payment of the option exercise price and, upon written
notification from Southside, any required related withholding
taxes.
(6) Return the Option Election (and a check for the option
exercise price) in the enclosed return envelope so that it is
received by Southside at the address on the return envelope
not later than 5:00 p.m., St. Louis time, on February 9, 2001,
unless extended, if you wish to tender your option shares in
the offer. Option Elections received after that date that do
not purport to tender option shares in the offer will continue
to be honored. If you select Method 1: "Conditional
Exercise/Tender" for some portion of the options held by you,
options which you conditionally exercise in the offer, but
which represent option shares that are not accepted in the
offer, will be deemed unexercised, but because of the time
required to complete those procedures, you will not be able to
exercise those unexercised options until the tenth day
following the termination of the offer. No facsimile
transmittals of this Option Election will be accepted.
WITHDRAWAL
If completely and properly submitted, your direction to exercise
options will be deemed irrevocable upon receipt by Southside unless withdrawn
prior to the Expiration Date of the offer, unless extended. In order to make an
effective withdrawal, you must submit a new Option Election which may be
obtained by calling Joseph W. Pope at (314) 416-4111 (or use a photocopy of an
Option Election). Your new Option Election must be signed and dated in Box 4.
You must also write "WITHDRAW" in the space beneath the signature block on Box
4. Upon receipt of a new, signed, dated and properly completed Option Election,
your previous direction will be deemed canceled. You may re-tender any of your
option shares by obtaining another Option Election from Mr. Pope (or use a
photocopy of an Option Election) and repeating the previous instructions for
directing exercises and tenders as set forth above.
ELECTION OF CONDITION FOR TENDER
If you want Southside to tender your shares pursuant to Method 1 or
Method 2 subject to the condition that a specified minimum number of your
tendered shares must be purchased if any such tendered shares are purchased, as
described in the Offer to Purchase, you must complete Box 3, captioned
"Conditional Tenders." It is your responsibility to calculate such minimum
number and you are urged to consult a tax advisor.
FURTHER INFORMATION
If your require additional information concerning the terms and
conditions of the offer or concerning the procedure to tender shares receivable
upon exercise of your options or the completion of this Option Election, please
call Joseph W. Pope at (314) 416-4111.
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BOX 1 MUST BE COMPLETED BY OPTION HOLDERS USING
EITHER METHOD 1 OR METHOD 2 TO EXERCISE OPTIONS.
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BOX 1: OPTION EXERCISE INSTRUCTIONS
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<TABLE>
<CAPTION>
(a) (b) (c)
Number of Shares
Subject to Options (to Number of Option
be completed based on Shares to be Tendered Number of Option
Grant Option the enclosed Optionee at the Price per Option Which Are to be
Order* Date Price Statement) Share Selected in Box 2 Exercised
<S> <C> <C> <C> <C> <C>
$10.75
$11.00
$11.25
$11.50
$11.75
$12.00
$12.25
Total
</TABLE>
* If you have included any option shares in Column (a), indicate in this
column (starting with the number "1") the order (by grant date) in
which option shares are to be purchased in the event of proration or if
a portion of your option shares are not purchased because you specified
a tender price higher for such option shares than the Purchase Price.
If you do not designate an order, if less than all option shares are to
be purchased pursuant to the offer, option shares will be purchased
based on the option exercise price beginning with those option shares
with the lowest exercise price increasing to those with the highest
exercise price.
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BOX 2 MUST BE COMPLETED BY OPTION HOLDERS USING
METHOD 1 TO EXERCISE OPTIONS AND OPTION HOLDERS USING
METHOD 2 WHO DESIRE TO TENDER OPTION SHARES IN THE OFFER.
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BOX 2: OPTION SHARE TENDER INSTRUCTIONS
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SELECT ONLY ONE CHOICE.
IF MORE THAN ONE CHOICE IS SELECTED, OR IF NO CHOICE IS SELECTED,
THERE IS NO VALID TENDER OF OPTION SHARES. IF YOU WISH TO TENDER SOME OPTION
SHARES PURSUANT TO CHOICE 1 AND SOME OPTION SHARES PURSUANT TO CHOICE 2, YOU
MUST SUBMIT TWO OPTION ELECTIONS. THE SAME OPTION SHARES MAY NOT BE TENDERED
UNDER BOTH CHOICES.
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OPTION SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having Southside
purchase all the option shares that the undersigned is tendering
(subject to the possibility of proration). Accordingly, by checking
this box instead of completing the price box below, the undersigned
hereby tenders option shares and is willing to accept the Purchase
Price resulting from the Dutch auction tender process. This action
could result in the undersigned receiving a price per share as low as
$10.75.
OR
OPTION SHARES TENDERED AT PRICES DETERMINED BY HOLDER OF OPTIONS
By completing the chart below instead of checking the box above, the
undersigned hereby tenders option shares at the prices checked. This action
could result in none of the undersigned's options being exercised and no option
shares being purchased if the Purchase Price for the shares is less than the
price checked. Insert in front of each of the prices below the number of option
shares that the undersigned is tendering at that price. The sum of the number of
option shares listed below must equal the total of the numbers in column (b) (in
the case of Method 1 exercises) or column (c) (in the case of Method 2
exercises) in Box 1.
Price (In Dollars) per Share at Which Option Shares Are Being Tendered:
<TABLE>
<CAPTION>
Number of Option Number of Option Number of Option
Shares Tendered Price Shares Tendered Price Shares Tendered Price
<S> <C> <C> <C> <C> <C>
$10.75 $11.00 $11.25
-------------------- ---------------------- -------------------
$11.50 $11.75 $12.00
-------------------- ---------------------- -------------------
$12.25
--------------------
</TABLE>
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BOX 3: CONDITIONAL TENDERS
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You may condition the tender of your option shares upon the purchase by
Southside of a specified minimum number of such shares tendered hereby (which
minimum number can be all of the shares tendered hereby), all as described in
the Offer to Purchase. Except as set forth in the Offer to Purchase, unless at
least such minimum number of your option shares is purchased by Southside
pursuant to the terms of the offer, none of such shares tendered hereby will be
purchased. It is your responsibility to calculate and appropriately indicate
such minimum number of option shares, and you are urged to consult a tax
advisor. Unless this box has been completed and a minimum number specified, the
tender will be deemed to be made without regard to this condition.
[ ] Minimum number of option shares that must be purchased, if any are
purchased: shares.
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BOX 4 MUST BE COMPLETED BY ALL OPTION HOLDERS.
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BOX 4: SIGNATURE (REQUIRED)
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The undersigned acknowledges receipt of the Offer to Purchase from
Southside and the related Letter of Transmittal and represents that the
undersigned has read carefully such documents. The undersigned hereby instructs
Southside, subject to the terms and conditions set forth in this Option
Election, the Offer to Purchase and the Letter of Transmittal, to carry out the
instructions contained in this form.
If the undersigned is relying on Method 1 to exercise options,
Southside is hereby authorized, in accordance with the instructions contained in
this Option Election, to: (i) exercise the undersigned's options (but only to
the extent that the related option shares are accepted for purchase pursuant to
the offer) and deliver such option shares to UMB Bank, n.a., as Paying Agent for
the offer; (ii) retain from the net cash proceeds received pursuant to the offer
from the purchase of the option shares the option exercise price for such option
shares and related withholding taxes; and (iii) remit to the undersigned the
remaining net cash proceeds. The undersigned agrees that, if the net cash
proceeds from the purchase of the undersigned's option shares is insufficient to
cover the related option exercise price and to pay applicable withholding taxes,
the undersigned will, immediately upon request of Southside, forward to
Southside a check in an amount sufficient to cover any such short fall.
If the undersigned is relying on Method 2 to exercise options,
Southside is hereby authorized to exercise the options specified in Box 1 and,
if so indicated, to tender option shares as directed in Box 2 and (check one of
the following boxes):
[ ] A check payable to Southside equal to the exercise price of
the options is enclosed.
[ ] Southside is hereby authorized to sell in the open market
all of the option shares specified in Box 1 and to use the net
proceeds from such sale to pay Southside the option exercise
price and any required related withholding taxes. Any
remaining net proceeds should be returned to the undersigned
at the address below.
[ ] Southside is hereby authorized to sell in the open market
only the number of option shares as are necessary to pay the
option exercise price and any required withholding taxes, to
remit such amounts to Southside and, if not directed to tender
such option shares, to deliver the remaining option shares to
the undersigned at the address set forth below.
The undersigned understands that withholding taxes, at the minimum rate
or the rate specified in Form B tax election previously filed with Southside,
will be withheld from any proceeds received by the undersigned (unless the
undersigned has submitted with this form, or pursuant to subsequent notification
from Southside, a check in an amount sufficient to cover such amount). The
undersigned further agrees that, if such proceeds are insufficient to
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cover applicable withholding taxes, option shares will not be credited to his or
her account until he or she has, upon request of Southside, forwarded to
Southside a check in an amount sufficient to cover such taxes. In lieu of
withholding at such amounts, the undersigned instructs Southside to withhold
taxes in the amount at the following rates (which may not be less than the
minimum federal, state or local tax rates applicable to you, nor in excess of
such amounts):
Federal: %; State %; Local: %
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THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE
ELECTION AND RISK OF THE UNDERSIGNED.
Signature: Date: , 2001
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Social Security
Name: Number:
------------------------------- ---------------------------------
Please Print
Address:
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(Street Address, including Apartment Number -- Please Print)
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(City) (State) (Zip Code)
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