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EXHIBIT (a)(8)
FORM OF DIRECTION FORM
DIRECTION FORM
To Tender Shares of Common Stock
of
Southside Bancshares Corp.
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SIGNATURE REQUIRED ON LAST PAGE
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January 5, 2001
[Participant's name]
[Participant's address]
Approximate Number of Shares Credited to Participant's Account and over which
the Participant has Investment Discretion:
Re: Southside's Employee Stock Ownership Plan (the "Plan")
Dear Plan Participant:
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 Direction Form (which, together with the Offer to Purchase, constitute
the "offer"), describe the offer in greater detail.
When reviewing the enclosed materials, please keep the following points
in mind.
As a Plan participant, you have the right under the terms of the Plan
to decide whether or not to direct Thomas M. Teschner and Norville K. McClain as
co-trustees for the Plan (the "co-trustees"), to tender shares credited to your
individual account and over which you have investment discretion. Only the
co-trustees can actually tender such shares.
If you decide to direct the co-trustees to tender any or all of the
shares attributable to your interest in the Plan and over which you have
investment discretion, you will be entitled:
- to specify the price or prices (within the limits of the tender
offer) at which they should be tendered; or
- to accept the price to be paid to all stockholders whose shares
will be purchased.
If you do not direct the co-trustees whether to tender such shares, such shares
will not be tendered. Further, those shares credited to your account and over
which you do NOT have investment discretion will not be tendered.
Although the offer is not scheduled to expire until 5:00 p.m., St.
Louis time, on February 14, 2001, unless extended, in order for the co-trustees
to timely tender shares attributable to your interest in the Plan, Joseph W.
Pope, who is acting as agent in tabulating the Direction Forms, must receive
this Direction Form at Southside Bancshares Corp., 4111 Telegraph Road, St.
Louis, Missouri 63129 (314) 416-4111 by 5:00 p.m., St. Louis time, on February
9, 2001, unless the deadline is extended.
If Mr. Pope does not receive a completed, dated and signed original
Direction Form by 5:00 p.m., St. Louis time, on February 9, 2001, unless
extended, then, in accordance with the terms of the Plan, the co-trustees will
not tender such shares.
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If you require additional information concerning the terms and
conditions of the offer or concerning the procedure for tendering the shares
allocated to your individual account and over which you have investment
discretion, please call Joseph W. Pope at (314) 416-4111.
Before completing this Direction Form, please read carefully the
accompanying Offer to Purchase and all other enclosed materials.
IMPORTANT: If you direct the co-trustees to tender Plan shares
allocated to your individual account and over which you have investment
discretion and they are purchased by Southside, any proceeds will be credited to
your individual Plan cash account. You will then be able to instruct the
co-trustees to invest such proceeds in other investment options offered under
the Plan.
You may call Robert S. Pauley in Southside's Payroll Department at
314-845-5672 after the account reconciliation is complete, which is expected to
be no earlier than three business days after the co-trustees receive the
proceeds, to have the proceeds of the sale of shares invested in other
investment options offered under the Plan.
While you will not recognize any immediate tax gain or loss as a result
of this tender offer, the tax treatment of your future withdrawals or
distributions from the Plan may be adversely impacted by a tender and sale of
shares in the Plan. Specifically, under current federal income tax rules, if you
receive a distribution from the Plan of shares that have increased in value
while they were held by the Plan, under certain circumstances you may have the
option of not paying tax on this increase in value, which is called "net
unrealized appreciation," until you sell the shares. When the shares are sold,
any gain up to the amount of the untaxed net unrealized appreciation is taxed as
long-term capital gain. If shares allocated to your individual account are
purchased by Southside in the offer, you will no longer be able to take
advantage of this tax benefit.
Each Direction Form received by our agent, Joseph W. Pope, will be held
in confidence and will not be released or divulged to any other director,
officer, employee or representative of Southside. Please contact myself at (314)
416-4111 if you have been subject to pressure or coercion by any party or if you
are concerned about the confidentiality of your instructions.
The Board of Directors of Southside has approved the offer. However,
you must make your own decision whether to tender shares, the number of shares
to tender and the price or prices at which shares should be tendered. Neither
Southside, its Board of Directors, the co-trustees, Joseph W. Pope, as our agent
in tabulating the Direction Forms, nor any other party makes any recommendations
to you as to whether or not to tender shares or the price or prices at which to
tender.
Sincerely,
/s/ Thomas M. Teschner
Thomas M. Teschner,
President and Chief Executive Officer
Southside Bancshares Corp.
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INSTRUCTIONS
Carefully complete this Direction Form below. To assure that your
Direction Form can be processed on time, please be sure to sign and date the
form and return it to Southside Bancshares Corp., 4111 Telegraph Road, St.
Louis, Missouri 63129, attention: Joseph W. Pope, not later than 5:00 p.m., St.
Louis time on February 9, 2001, unless extended. Even if you decide not to
participate in the offer, you should complete and return this Direction Form. If
Mr. Pope does not receive a completed, dated and signed original Direction Form
from you by such deadline, then your shares will not be tendered.
The method of delivery of this document is at the election and risk of
the Plan participant. No facsimile transmissions of this Direction Form 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 January 31, 2001.
WITHDRAWAL
If you submit a Direction Form to Mr. Pope directing the co-trustees to
tender Plan shares allocated to your individual account and later decide to
withdraw your tender, you must follow the following procedures for your
withdrawal to be effective. Mr. Pope must receive a written notice of withdrawal
by 5:00 p.m., St. Louis time, on February 12, 2001, unless extended. Such notice
of withdrawal must specify your name, the number of Plan shares allocated to
your individual account which you directed the co-trustees to tender, the number
of such shares withdrawn and the name of the Plan in which you participate.
FURTHER INFORMATION
If you have any questions after reviewing the materials, contact Joseph
W. Pope at Southside Bancshares Corp., 4111 Telegraph Road, St. Louis, Missouri
63129 (314) 416-4111.
The approximate number of shares allocated to your individual account
and over which you have investment discretion as of January 5, 2001, is shown to
the right of your address.
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[ ] 1. Please DO NOT TENDER, but continue to HOLD all shares credited to
my individual Plan account.
[ ] 2. Please TENDER shares (including fractional
shares, if any) credited to my individual Plan account and over which I
have investment discretion at the purchase price determined by the
"Dutch auction" tender process as described in the Offer to Purchase.
[Note: If this box is checked and no number is entered in the blank,
all shares which are credited to your individual Plan account and over
which you have investment discretion will be tendered in accordance
with the previous sentence.]
[ ] 3. Please TENDER shares (including fractional shares, if any)
credited to my individual Plan account and over which I have investment
discretion in the quantities indicated below for each of the prices
provided. [Note: A blank space before a given price will be taken to
mean that no shares will be tendered at that price. FILL IN THE TABLE
ON THE NEXT PAGE ONLY IF YOU HAVE CHECKED BOX 3.
The total number of shares to be tendered which you indicate after box
2 above and in the table on the next page may NOT exceed the number of shares
credited to your individual Plan account and over which you have investment
discretion as shown to the right of your address, but may be less than or equal
to such number. If the total number of shares to be tendered which you indicate
after box 2 above and in the table on the next page is less than the number of
shares allocated to your individual Plan account and over which you have
investment discretion, you will be deemed to have directed the co-trustees of
the Plan NOT to tender the remaining shares.
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FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 3
ON THE PREVIOUS PAGE.
<TABLE>
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Number of Shares Number of Shares Number of Shares
Tendered Price Tendered Price Tendered Price
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C>
$10.75 $11.00 $11.25
-------------------- ---------------------- -------------------
$11.50 $11.75 $12.00
-------------------- ---------------------- -------------------
$12.25
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</TABLE>
The undersigned hereby directs the co-trustees of the Plan to tender to
Southside, in accordance with the Offer to Purchase and the related Letter of
Transmittal, copies of which I have received and read, the indicated number of
shares of Southside's common stock, reflecting shares credited to my individual
Plan account and over which I have investment discretion, or to hold such
shares, in either case as provided on this form.
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Signature
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Name (please print)
Dated: , 2001
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