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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1996
REGISTRATION NO. 333- _______
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHSIDE BANCSHARES INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 75-1848732
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
P.O. BOX 1079 SAM DAWSON
SOUTH BECKHAM AT EAST LAKE EXECUTIVE VICE PRESIDENT
TYLER, TEXAS 75710-1079 P.O. BOX 1079
(903) 531-7111 SOUTH BECKHAM AT EAST LAKE
TYLER, TEXAS 75710-1079
(903) 531-7111
(Address, including zip code, and (Name, address, including zip code, and
telephone number, including area code, of telephone number, including area code,
registrant's principal executive offices) of registrant's agent for service)
</TABLE>
Copies to:
RONALD J. FRAPPIER, ESQ.
JENKENS & GILCHRIST,
A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202
(214) 855-4500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered in connection with dividend or interest
reimbursement plans, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER OFFERING AMOUNT OF
SECURITIES REGISTERED REGISTERED SECURITY(1) PRICE(1) REGISTRATION FEE
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock.................... 155,270 Shares $16.50 $2,561,955 $777
========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the bid and asked
price for the Common Stock on December 2, 1996 (i.e., as of a date within
five business days prior to filing).
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PROSPECTUS HEREIN ALSO RELATES TO REGISTRATION STATEMENT NO. 33-21553
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933.
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PROSPECTUS
SOUTHSIDE BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
This Prospectus is effective as of December 3, 1996, and replaces the
Prospectus, dated December 16, 1991 and any supplements thereto.
This Prospectus relates to 155,270 authorized shares of common stock, par
value $2.50 per share ("Common Stock"), of Southside Bancshares, Inc., a Texas
corporation (the "Corporation"), offered for purchase under the Corporation's
Dividend Reinvestment Plan (the "Plan"). Shareholders who elect to participate
in the Plan ("Participants") will be able to reinvest their cash dividends in
shares of the Common Stock of the Corporation at the market value determined as
provided in the Plan. The Transfer Agent of the Corporation will use dividend
payments for the account of Participants to acquire shares of Common Stock from
the Corporation on behalf of Participants. This Prospectus relates to dividends
reinvested on dividend payment dates subsequent to the date of this Prospectus.
It is suggested that this Prospectus be retained for future reference.
The Plan provides holders of Common Stock with a simple and convenient
method of purchasing additional shares of Common Stock. Any owner of record is
eligible to join and become a Participant in the Plan. The Plan offers
shareholders the following Investment options:
- Full Dividend Reinvestment - Shareholders may automatically reinvest all
cash dividends paid on all shares of Common Stock registered in their
name, including subsequent cash dividends paid on shares acquired under
the Plan.
- Partial Dividend Reinvestment - Shareholders may automatically reinvest
cash dividends paid on a specified portion of shares of Common Stock
registered in their name, including subsequent cash dividends paid on
shares acquired under the Plan, and continue to receive cash dividends
paid on the remaining shares.
Holders of Common Stock may enroll and become Participants in the Plan by
completing the enclosed Authorization Card and returning it in the envelope
provided to the Transfer Agent of the Corporation. No service fees or brokerage
commissions will be charged to Participants for purchases.
------------------
SEE "DIVIDEND PAYMENT HISTORY AND CERTAIN RISKS" ON PAGE 2 HEREIN FOR A
DISCUSSION OF CERTAIN RISKS AND FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 3, 1996.
<PAGE> 3
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Corporation with the
Securities and Exchange Commission ("SEC"), file number 0-12247, and are
incorporated by reference in this Prospectus and are deemed to be a part of this
Prospectus and the Registration Statement.
- Annual Report on Form 10-K for the year ended December 31, 1995.
- Quarterly Reports on Form 10-Q for the quarters ended March 30,
1996, June 30, 1996, and September 30, 1996.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof and thereof from the filing
date of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies, without exhibits (unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates), of the above documents may be obtained, without charge, upon
written or oral request to the Corporation, Attention: Transfer Agent, Post
Office Box 8444, Tyler, Texas 75711 (903/531-7111).
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports and other information
with the SEC. Such reports, proxy statements and other information filed by the
Corporation with the SEC can be inspected and copied at the public reference
facilities maintained by the SEC in Washington, D.C., Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following
SEC Regional Offices: Seven World Trade Center, New York, N.Y. 10048 and 500
West Madison Street, Chicago, Illinois 60601. Additionally, such materials can
be inspected at the principal offices of the Corporation, 1201 South Beckham,
Tyler, Texas 75701. Copies of materials filed by the Corporation with the SEC
can be obtained from the SEC at prescribed rates. Such requests for documents
should be directed to the SEC's Public Reference Section, Room 1024, Judiciary
Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. The SEC maintains a web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
INFORMATION CONTAINED IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH
AS "MAY," "WILL," "EXPECT," "ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE
NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. CERTAIN
OF THE STATEMENTS IN THIS PROSPECTUS, INCLUDING THE "DIVIDEND PAYMENT HISTORY
AND CERTAIN RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS, CONSTITUTE
CAUTIONARY
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STATEMENTS IDENTIFYING IMPORTANT FACTORS, INCLUDING CERTAIN RISKS AND
UNCERTAINTIES, WITH RESPECT TO SUCH FORWARD-LOOKING STATEMENTS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS.
DIVIDEND PAYMENT HISTORY AND CERTAIN RISK FACTORS
Annualized cash dividends, declared and paid by the Corporation, were
$0.25, for the fiscal year to date, and $0.35 and $0.25 per share during the
fiscal years ended December 31, 1995 and 1994, respectively. Future dividends
will depend on the Corporation's earnings, financial condition and other factors
which the Board of Directors of the Corporation considers to be relevant.
The Corporation cannot assure the continuation of dividend payments.
Participants should recognize and understand that the Corporation cannot assure
them of a profit or protect them against a loss on the shares purchased by them
under the Plan. Additionally, Participants should recognize that no trading
market exists for the Common Stock, thus limiting the marketability and
liquidity of such stock.
THE CORPORATION
The Corporation was organized as a bank holding company in 1982. As a
bank holding company, the Corporation may own or control more than one bank and
furnish services for such banks. At the present time, the Corporation owns or
controls only one bank, Southside Bank in Tyler, Texas, which is wholly owned by
the Corporation. The principal offices of the Corporation are located at 1201 S.
Beckham, Tyler, Texas, 75701, and its telephone number is (903) 531-7111.
The Corporation's primary source of income is dividends received from
Southside Bank. Dividend payments are, among other things, based on bank
earnings, deposit growth and capital position in compliance with regulatory
guidelines. Management presently anticipates that future increases in the
capital of Southside Bank will be accomplished through earnings retention or
capital injection, although there is no assurance of any future increases.
DESCRIPTION OF DIVIDEND REINVESTMENT PLAN
PURPOSE - The Plan provides holders of the Common Stock of the
Corporation who elect to participate in the Plan with a convenient method of
reinvesting their cash dividends to purchase additional shares of Common Stock
of the Corporation.
PARTICIPATION - All holders of record of shares of Common Stock are
eligible to participate in the Plan. In order to participate in the Plan, a
beneficial owner of shares of Common Stock registered in a name other than his
own must become a holder of record of shares by having shares transferred into
his name or make arrangements with the record holder to participate in the Plan
on his behalf. Participants must maintain their status as shareholders of record
to participate directly in the Plan. Disposal of all of a Participant's shares
of Common Stock will constitute an automatic termination of participation in the
Plan.
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ENROLLMENT - Holders of record of Common Stock may enroll in the Plan at
any time by signing and returning the enclosed Authorization Card to the
Corporation, in care of:
Southside Bank, as Transfer Agent
P.O. Box 8444
Tyler, TX 75711
If a shareholder's Authorization Card is received by Southside Bank as the
Transfer Agent of the Corporation on or before the record date for payment of a
cash dividend, reinvestment of the Participant's dividends with respect to the
designated portion of shares of Common Stock will begin with that dividend
payment. If, however, a shareholder's Authorization Card is received by the
Transfer Agent after the record date for payment of a cash dividend, that
shareholder's dividend will be paid in cash and participation in the Plan will
begin with the next cash dividend payment. For example, if an Authorization Card
is received on or prior to the record date for a dividend payment set for
December 16 and the dividend payment date is December 27, the dividend payable
on December 27 will be reinvested under the Plan. If an Authorization Card is
received after the December 16 record date, then the first dividend reinvestment
under the Plan will be the next dividend payment date occurring after December
27. After enrollment, all future cash dividends, as designated on the
Authorization Card, will be automatically reinvested until the earlier of (i)
written notice of termination is received by the Transfer Agent, (ii) the
Participant ceases to be a shareholder of record, or (iii) the Corporation
suspends or terminates the Plan. During participation in the Plan, a
Participant's dividends will be reinvested according to the directions given the
Transfer Agent on the Authorization Card.
The Authorization Card directs the Transfer Agent to reinvest all of the
Participant's cash dividends in shares of Common Stock, including shares
acquired by the Participant under the Plan, unless otherwise specified. The
Participant, however, has the option to designate on the Authorization Card that
the Transfer Agent reinvest only those cash dividends declared on a portion of
the shares of Common Stock registered in his name. If the latter option is
chosen, the dividends declared on the remaining shares will continue to be paid
in cash. A Participant may change his investment option at any time by signing a
new Authorization Card and returning it to the Transfer Agent.
ADMINISTRATION - The Corporation's Transfer Agent, Southside Bank (the
"Transfer Agent"), administers the Plan for Participants. The Transfer Agent,
upon reinvestment of dividends for the Participant, will issue a new stock
certificate representing the shares purchased with the cash dividend and will
forward it to the Participant as soon as is practicable.
PURCHASES AND PURCHASE PRICE - Shares of Common Stock will be purchased
for dividend reinvestment under the Plan on the date that the cash dividend
payment on shares of the Common Stock is made (the "Investment Date"). In the
past, cash dividends on the Common Stock have been paid in June and December of
each year. Shares of Common Stock will be acquired from the authorized but
unissued shares of Common Stock of the Corporation. Participants become record
owners of shares purchased under the Plan as of the Investment Date.
The purchase price of shares of Common Stock purchased with reinvested
cash dividends will be the market price of such shares on the Investment Date.
The market price for the Common Stock will be based on the average purchase
price of all shares of Common Stock known to the Corporation traded on the
applicable Investment Date, and if
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no shares were traded to the knowledge of the Corporation on that day, the
average purchase price of all shares of Common Stock known to the Corporation
traded on the most recent day preceding the applicable Investment Date on which
the Common Stock was traded because the Common Stock of the Corporation is not
listed on any national securities exchange or on NASDAQ or traded in the
over-the-counter market and there is not an active market for trading in the
Common Stock. The determination of the purchase price with respect to the
applicable date will be made by the Transfer Agent, whose determination will be
final and conclusively binding on the Corporation and all Participants.
The number of shares of Common Stock to be purchased on behalf of a
Participant depends on the amount of the Participant's dividend and the market
price of the shares on the Investment Date. Each Participant will be credited
with the number of shares, excluding fractional shares, equal to the total
amount of his cash dividends divided by the purchase price of the shares
acquired on the Investment Date. Fractional shares will not be purchased and
therefore will not be issued. The excess cash dividends resulting from the above
purchase formula will be paid to the Participant in the form of a dividend check
within 30 business days after the Investment Date.
Participants in the Plan will be responsible for the entire tax liability
associated with the payment of the dividends on the Common Stock despite their
participation in the Plan. Please see "Federal Income Tax Consequences" below.
DELIVERY OF SHARES - The Corporation, acting through the Transfer Agent,
will issue stock certificates to the Participants in the Plan representing the
number of shares purchased under the Plan on their behalf.
WITHDRAWAL AND TERMINATION - A Participant may terminate participation in
the Plan by submitting a written notice addressed to the Transfer Agent at the
address set forth under "Description of Dividend Reinvestment
Plan - Enrollment".
If the notice of termination is received by the Transfer Agent at least
five business days prior to a dividend record date, the amount of the cash
dividend which would otherwise have been invested on the next Investment Date,
and all subsequent dividends, will be paid in cash. If the notice of termination
is received by the Transfer Agent less than five business days before the
dividend record date, the amount of the cash dividend to be invested on the next
Investment Date will be so invested, but all subsequent dividends will be paid
to the Participant in cash. A shareholder may re-enroll in the Plan at any time
by submitting a new Authorization Card to the Transfer Agent.
If a Participant sells all shares of Common Stock registered in his name,
the Transfer Agent will terminate his participation in the Plan as of the date
that the final dividend on such shares is paid to the Participant. The
transferee of the Participant's shares must submit a now Authorization Card to
the Transfer Agent and request Plan enrollment to participate in the Plan.
If a Participant who is reinvesting the cash dividends on part of the
Common Stock registered in his name disposes of a portion of such shares, the
Transfer Agent will continue to reinvest the dividends on the remainder of the
shares designated by the Participant for dividend reinvestment until the
Transfer Agent is otherwise notified by the Participant in writing.
DEATH OF A PARTICIPANT - On receipt by the Transfer Agent of proper
notice of death or incompetency of a Participant, together with any other form
or documentation as may be
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properly required by the Transfer Agent, such Participant's participation in the
Plan will be terminated in the same manner as that of a Participant who
withdraws from the Plan.
COST - The purchase of Common Stock under the Plan is available to
Participants without the payment of brokerage commissions or administrative
costs of the Plan. However, should the Participant sell any of the shares
acquired under the Plan through a broker or dealer, the Participant will be
responsible for payment of any applicable brokerage fees, transfer taxes, and
similar charges.
STOCK SPLITS AND STOCK DIVIDENDS - In the event of a stock split or a
stock dividend, the Participant will be issued additional shares of Common Stock
as the result of the split or the dividend on the total shares acquired by the
Participant under the Plan.
SHAREHOLDER VOTING - A Participant will receive from the Corporation
proxy material that will enable him to vote all the Common Stock registered in
the Participant's name in connection with each meeting of shareholders of the
Corporation. This will include those shares issued to the Participant under the
Plan.
REPORTS - Each Participant in the Plan will receive a 1099-DIVIDEND form
reporting the total dividend paid. The 1099's are the Participant's continuing
record of the cost of his purchases and should be retained for tax purposes. In
addition, Participants will receive this Prospectus as well as copies of all
reports sent to the holders of shares of Common Stock.
RESPONSIBILITY OF THE CORPORATION AND TRANSFER AGENT - Neither the
Corporation nor the Transfer Agent shall be liable for any act done in good
faith or for any good faith omission to act when done or omitted in accordance
with the terms and conditions of the Plan including, without limitation, any
claim of liability arising out of a failure to terminate a Participant's
participation in the Plan upon such Participant's death prior to receipt of
written notice of such death. In addition, neither the Corporation nor the
Transfer Agent shall be liable with respect to the prices at which the shares
are purchased on behalf of a Participant or the times when such purchases are
made or with respect to any fluctuation in the market value of the Common Stock
before or after purchases.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN - The Corporation
may, in its sole discretion, terminate a Participant's individual participation
in the Plan. The Corporation may also for any reason terminate, suspend or
modify the Plan or any provisions of the Plan at any time. Participants will be
notified, by written notice, of any suspension, modification or termination of
the Plan or of the termination of their participation in the Plan. All notices
to Participants shall be mailed to Participants at the address furnished by
Participants to the Transfer Agent on their latest dated Authorization Card.
FEDERAL INCOME TAX CONSEQUENCES - The following discussion is based upon
information provided by the Corporation, the Internal Revenue Code of 1986, as
amended and in effect on the date hereof (the "Code"), existing and proposed
regulations thereunder, reports of congressional committees, judicial decisions
and current administrative rulings and practices. Any of these authorities could
be repealed, overruled or modified at any time after the date hereof. Any such
change could be retroactive and, accordingly, could modify the tax consequences
discussed herein. No ruling from the Internal Revenue Service with respect to
the matters discussed herein has been requested and there is no assurance that
the Internal Revenue Service would agree with the conclusions set forth in this
discussion.
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This discussion is for general information only and does not address the
federal income tax consequences that may be relevant to particular Participants
in light of their personal circumstances or to certain types of Participants
(such as dealers in securities, insurance companies, foreign individuals and
entities, financial institutions and tax-exempt entities) who may be subject to
special treatment under the federal income tax laws. This discussion also does
not address any tax consequences under state, local or foreign laws.
A Participant who reinvests his dividends pursuant to the Plan generally
will be treated as having received a taxable dividend on the relevant dividend
payment date in an amount equal to the sum of the fair market value of the
shares of Common Stock purchased on his behalf and the amount of cash actually
distributed to such Participant in lieu of fractional shares of Common Stock. In
essence, a Participant will be treated, for Federal income tax purposes, as
receiving a taxable dividend on each dividend payment date even though such
Participant may not receive any cash with which to pay the tax on such income.
The Corporation will take the position for Federal income tax purposes
that the "fair market value" of the shares will be determined in the same manner
as the purchase price for shares purchased under the Plan. Please see the
discussion under "DESCRIPTION OF DIVIDEND REINVESTMENT PLAN - Purchases and
Purchase Price" for a description of how the purchase price is determined. The
Corporation believes that this is a reasonable method to calculate the fair
market value of the Common Stock. However, the issue is inherently factual and
the Corporation can give no assurance that the valuations reached using this
method would ultimately be upheld since the Common Stock is not listed on any
national securities exchange or on NASDAQ or traded in the over-the-counter
market, and there is not an active market for trading in the Common Stock.
Fractional shares will not be purchased under the Plan. Consequently,
excess cash dividends resulting from the failure to purchase fractional shares
will be distributed in cash to the Participant and generally will be treated as
a taxable dividend in the amount of the cash so distributed.
A Participant's tax basis for the shares of Common Stock purchased with
reinvested dividends generally will be equal to the amount treated as a taxable
dividend (measured by the fair market value of the shares of Common Stock
purchased on his behalf). This basis would be relevant to a Participant upon the
subsequent disposition of the shares received pursuant to the Plan. Gain or loss
equal to the difference between the amount realized on the disposition and the
tax basis in the shares sold would be realized by the Participant when the
shares received pursuant to the Plan are sold or otherwise disposed of. Such
gain or loss generally would be capital in character if such shares were a
capital asset in the hands of the Participant. A Participant's holding period
for shares obtained pursuant to the Plan will begin on the day that the shares
are purchased.
Under the current provisions of the Code, the corporate
dividends-received-deduction generally is 70% in the case of dividends other
than qualifying dividends from certain 80%-owned subsidiaries and dividends from
certain 20%-owned subsidiaries. Corporate shareholders should be aware that the
availability of the dividends-received-deduction is limited under various
special rules and that special rules also apply with respect to extraordinary
dividends (as defined in section 1059 of the Code). For further information on
eligibility for the dividends-received-deduction and extraordinary dividends,
corporate Participants should consult with their own tax advisors.
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In the case of a foreign Participant whose dividends are subject to the
withholding of U.S. income taxes or to any Participant subject to backup
withholding, the tax required to be withheld will be deducted from each dividend
payment before it is reinvested in the Common Stock. Thus, only the net amount
of the dividend payment available after such withholding would be available to
be reinvested under the Plan.
The Corporation will report to Participants and to the Internal Revenue
Service information sufficient to apprise each of them of the amounts that would
constitute dividend or other income as described herein.
PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OR PARTICIPATION IN THE PLAN, INCLUDING THE
APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX
LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
USE OF PROCEEDS
The Corporation is not able to determine the number of shares of Common
Stock that will be sold by it under the Plan or the prices at which such shares
will be sold. The Corporation intends to use proceeds from the sale of the
Common Stock for general corporate purposes, including advances to or
investments in Southside Bank. The Corporation is not able to estimate the
amount of the proceeds that will be devoted to any specific purpose.
DESCRIPTION OF COMMON STOCK
The authorized capital of the Corporation presently consists of Six
Million (6,000,000) shares of the Common Stock, of which 3,245,959 shares were
outstanding at November 15, 1996 and an additional 62,986 shares were held by
the Corporation as treasury stock at November 15, 1996. Each holder of shares of
the Common Stock is entitled to one vote for each share held on all questions
submitted to holders of shares of Common Stock. Holders of Common Stock do not
have cumulative voting rights at elections of directors, and the holders of the
Common Stock have no preemptive or conversion rights. Upon issuance and sale of
the shares offered hereby in accordance with the terms of the Plan, such shares
will be fully paid and nonassessable. In the event of any liquidation,
dissolution or winding-up of the Corporation, holders of Common Stock are
entitled to share ratably in the assets of the Corporation remaining after
provision for payment of creditors.
At the annual meeting of the shareholders of the Corporation held on
September 25, 1991, the shareholders approved an amendment to the articles of
incorporation of the Corporation to provide for the election of directors to
three classes, as nearly equal in number as possible, to hold office for
staggered terms. Directors of the Corporation elected to each class shall hold
office until the expiration of the term applicable to the class of directorship
to which the respective director is elected and until their successors are
elected and qualified, or they shall hold office until death or retirement or
until resignation or removal in the manner provided in the Bylaws of the
Corporation. This amendment helps ensure the continuity of the Board of
Directors of the Corporation and effectively makes it
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more difficult for potential acquirors of the Corporation to acquire control of
the Corporation through control of the Board of Directors of the Corporation.
The Common Stock of the Corporation is not listed on any national
securities exchange or on NASDAQ or traded in the over-the-counter market, and
there is not an active market for trading-in the Common Stock.
The Transfer Agent for the Common Stock is Southside Bank, Tyler, Texas.
EXPERTS
The consolidated financial statements and related schedules included in
the Corporation's Annual Report to Shareholders and Form 10-K for the year ended
December 31, 1995, incorporated herein and in the Registration Statement (Form
S-3) by reference, have been audited by, and are incorporated herein and in the
Registration Statement in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given upon the authority of that firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Corporation by Jenkens & Gilchrist, a Professional Corporation,
Dallas, Texas 75202.
INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF THE CORPORATION
Article 2.02-1 of the Texas Business Corporation Act empowers a Texas
corporation, including the Corporation, to indemnify its directors, officers,
employees and agents against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses under certain circumstances.
Sections 6.01-6.03 of the Bylaws of the Corporation provide that the
Corporation shall indemnify any director or officer or former director or
officer of the Corporation, or any person who may have served at its request as
a director or officer or former director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, for expenses
actually and necessarily incurred by him in connection with the defense of any
action, suit or proceeding, whether civil or criminal, in which he is made a
party by reason of being or having been such director or officer, except as to
matters as to which he is adjudged to be liable for negligence or misconduct in
the performance of his duty. In addition, such Bylaws provide that the
Corporation shall reimburse any such director or officer, or former director or
officer or any such person serving or formerly serving in the capacities set
forth above at the request of the Corporation for the reasonable cost of
settlement of any such action, suit or proceeding, if a majority of the
directors not involved in the matter in controversy, whether or not a quorum,
determine that it is in the best interests of the Corporation that such
settlement be made and that such person was not guilty of negligence or
misconduct in the performance of duty. The Corporation may pay in advance any
expenses which may become subject to indemnification if the Board of Directors
authorizes the specific payment, and if the person receiving the payment
undertakes in writing to repay the amounts unless it is ultimately determined
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that he is entitled to indemnification by the Corporation. Finally, such Bylaws
provide that the Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability as above provided or as provided by the laws of the State of
Texas. The Corporation currently maintains insurance policies which insures its
officers and directors against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and other persons
controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the securities covered by this Registration Statement, all of
which will be paid by the Registrant, are as follows:
<TABLE>
<S> <C>
Filing fee -- Securities and Exchange Commission............... $ 777*
Printing expenses.............................................. 1,500*
Auditor's fees and expenses.................................... 3,000*
Legal fees and expenses........................................ 7,500*
Miscellaneous.................................................. 1,247*
------
Total................................................ $14,024*
======
</TABLE>
- - ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act empowers a Texas
corporation, including the undersigned Registrant, to indemnify its directors,
officers, employees and agents against judgments, penalties (including excise
and similar taxes), fines, settlements and reasonable expenses under certain
circumstances.
Sections 6.01-6.03 of the Bylaws of the Registrant provide that the
Registrant shall indemnify any director or officer or former director or officer
of the Registrant or any person who may have served at its request as a director
or officer or former director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor, for expenses actually and
necessarily incurred by him in connection with the defense of any action, suit
or proceeding, whether civil or criminal, in which he is made a party by reason
of being or having been such director or officer, except as to matters as to
which he is adjudged to be liable for negligence or misconduct in the
performance of his duty. In addition, such Bylaws provide that the Registrant
shall reimburse any such director or officer, or former director or officer or
any such person serving or formerly serving in the capacities set forth above at
the request of the Registrant for the reasonable cost of settlement of any such
action, suit or proceeding, if a majority of the directors not involved in the
matter in controversy, whether or not a quorum, determine that it is in the best
interests of the Registrant that such settlement be made and that such person
was not guilty of negligence or misconduct in the performance of duty. The
Registrant may pay in advance any expenses which may become subject to
indemnification if the Board of Directors authorizes the specific payment, and
if the person receiving the payment undertakes in writing to repay the amounts
unless it is ultimately determined that he is entitled to indemnification by the
Registrant. Finally, such Bylaws provide that the Registrant may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the
II-1
<PAGE> 13
Registrant would have the power to indemnify him against such liability as above
provided or as provided by the laws of the State of Texas.
In addition, the Registrant maintains insurance policies which insures
its officers and directors against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
ITEM 16. EXHIBITS.
See Index to Exhibits on page II-5.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Security Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Tyler and the State of Texas on the 2nd day of
December, 1996.
SOUTHSIDE BANCSHARES, INC.
(Registrant)
By: /s/ B.G. HARTLEY
------------------------------------
B. G. Hartley, Chairman of the Board
II-3
<PAGE> 15
POWER OF ATTORNEY
Each of the undersigned hereby appoints Sam Dawson and Lee R. Gibson, and
each of them (with full power in each to act alone), as attorneys and agents for
the undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission or any
state regulatory agency pertaining to the registration of the securities covered
hereby with full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable in their or his sole discretion.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - ------------------------------ --------------------------------- -----------------
<S> <C> <C>
/s/ B. G. HARTLEY Chairman of the Board and December 2, 1996
- - -------------------------- Director (a Principal Executive
B. G. Hartley Officer)
/s/ ROBBIE N. EDMONSON President and Director December 2, 1996
- - -------------------------- (a Principal Executive Officer)
Robbie N. Edmonson
/s/ CHRIS T. BOWEN Controller December 2, 1996
- - -------------------------- (Principal Financial Officer and
Chris T. Bowen Principal Accounting Officer)
/s/ FRED E. BOSWORTH Director December 2, 1996
- - --------------------------
Fred E. Bosworth
/s/ HERBERT C. BUIE Director December 2, 1996
- - --------------------------
Herbert C. Buie
/s/ ROLLINS CALDWELL Director December 2, 1996
- - --------------------------
Rollins Caldwell
/s/ W. D. (JOE) NORTON Director December 2, 1996
- - --------------------------
W. D. (Joe) Norton
/s/ WILLIAM SHEEHY Director December 2, 1996
- - --------------------------
William Sheehy
/s/ MURPH WILSON Director December 2, 1996
- - --------------------------
Murph Wilson
</TABLE>
II-4
<PAGE> 16
INDEX TO EXHIBITS
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit No. Description
- - -------------------- ------------------------------------------------------------------------
<C> <S>
4(a) Articles of Incorporation of Registrant, as amended (incorporated by
reference from Exhibit 6(a) in the Registrant's Form 10-Q filed August
14, 1996 for the quarterly period ended June 30, 1996)
4(b) Bylaws as amended and in effect on March 23, 1995 of Southside
Bancshares, Inc. (filed as Exhibit 3(b) to the Registrant's Form 10K for
the year ended December 31, 1994).
*5 Opinion of Jenkens & Gilchrist, a Professional Corporation
*23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Jenkens & Gilchrist (such consent is included in their
opinion filed as Exhibit 5 to this Registration Statement).
24 Power of Attorney (such Power of Attorney appears on page II-4 of Part
II of this Registration Statement).
*99 Form of Authorization Card for use by shareholders of Registrant to
elect to participate in the Plan.
</TABLE>
- - ---------------
* Filed electronically herewith.
II-5
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF JENKENS & GILCHRIST]
December 3, 1996
Southside Bancshares, Inc.
1201 S. Beckman
Tyler, Texas 75701
Dear Sirs:
We are acting as counsel for Southside Bancshares, Inc., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1993, as amended (the Securities Act"), on Form S-3, of
155,270 shares (the "Shares") of authorized but unissued common stock, par
value $2.50 per share (the "Common Stock"), of the Company which may be sold
and issued pursuant to the Company's Dividend Reinvestment Plan (the "Plan")
described and set forth in the Prospectus contained in the Company's
Registration Statement (hereinafter defined).
We have assisted the Company in the preparation of, and are familiar
with, the registration statement on Form S-3 (the "Registration Statement") of
the Company to be filed with the Securities and Exchange Commission on or about
December 3, 1996 for the registration of the Shares.
With respect to the foregoing, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, documents orders, certificates, and such other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, and
authenticity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as orginials, the conformity to
originals of all documents submitted to us as photocopies, the authenticity of
the originals of such photocopied documents, and the accuracy of the
representations made therein.
Based upon the foregoing, we are of the opinion that the Shares which from time
to time may be issued from authorized but unissued Common Stock and sold to
participants in the Plan pursuant to its terms and in accordance with all
appropriate corporate proceedings and as provided for under the terms of the
Plan, when so issued, sold and paid for in cash in an amount at least equal to
<PAGE> 2
Southside Bancshares Inc.
December 3, 1996
Page 2
the par value of the Common Stock in accordance with the respective provisions
of the Plan as described in the Registration Statement, will be duly authorized
and validly issued by the Company and fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name in the Registration Statement
and the related Prospectus included therein under the caption "Legal Matters".
<PAGE> 3
Southside Bancshares, Inc.
December 3, 1996
Page 3
In giving this consent, this firm does not admit that it comes within
the category of person whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Sincerely,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ Ronald J. Frappier
----------------------
Ronald J. Frappier
Authorized Signatory
<PAGE> 1
EXHIBIT 99
AUTHORIZATION FORM
I hereby enroll in the Southside Bancshares, Inc. (formerly SoBank, Inc.)
Dividend Reinvestment Plan and, having read the enclosed Prospectus, I further
authorize Southside Bank as the Transfer Agent to reinvest my cash dividends as
designated below. This authorization is valid until I notify the Transfer Agent
in writing or sell my stock and only pertains to shares held in the account
listed on the reverse side of this Authorization Form.
Reinvest my Southside Bancshares, Inc. Cash Dividend as follows:
[ ] Reinvest the full cash dividend in Southside Bancshares, Inc. stock
[ ] Reinvest % of cash dividend and mail a check for the remaining
dividend
(Fractional shares will not be purchased. If the transaction results in excess
cash, a check for the difference will be sent to you.)
Date Signature
------------------------ ------------------------------
