<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1999
REGISTRATION NO. 333-17203
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
AMENDMENT #1
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)
</TABLE>
P.O. BOX 1079 SAM DAWSON
SOUTH BECKHAM AT EAST LAKE PRESIDENT
TYLER, TEXAS 75710-1079 P.O. BOX 1079
(903) 531-7111 SOUTH BECKHAM AT EAST LAKE
TYLER, TEXAS 75710-1079
(903) 531-7111
<TABLE>
<S> <C>
(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. [X]
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. [ ]
---------------
PROSPECTUS HEREIN ALSO RELATES TO REGISTRATION STATEMENT NO. 33-21553
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933.
<PAGE> 2
PROSPECTUS
SOUTHSIDE BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
This Prospectus is effective as of April 20, 1999, and replaces the
Prospectus, dated December 3,1996 and any supplements thereto.
This Prospectus relates to 110,228 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:
o 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.
o 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 an Authorization Card and forwarding it to the Transfer Agent of the
Corporation at the address shown under "Enrollment" on page 3. 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 April 20, 1999.
<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.
o Annual Report on Form 10-K for the year ended December 31, 1998.
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998, and September 30, 1998.
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: Shareholder Relations, 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 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 $0.40
per share during the fiscal years ended December 31, 1998 and 1997,
respectively. In addition, a $0.10 per share cash dividend was declared in March
1999 and paid in April 1999. 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.
<PAGE> 4
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.
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.
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:
American Securities Transfer and Trust, Inc., Transfer Agent
Post Office Box 1596
Denver, Colorado 80201
If a shareholder's Authorization Card is received by American Securities
Transfer and Trust, Inc., as the Transfer Agent of the Corporation prior to the
close of business on 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 close of business
on 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 prior to the
close of business on 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 close of business on 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.
<PAGE> 5
ADMINISTRATION - The Corporation's Transfer Agent, American Securities
Transfer and Trust, Inc. (the "Transfer Agent"), administers the Plan for
Participants. The Transfer Agent, upon reinvestment of dividends for the
Participant, will issue fractional shares which will increase the accuracy of
our shareholder accounting and provide a cost savings to the Company. The
Transfer Agent will forward a quarterly stock ownership statement representing
the shares purchased with the cash dividend to the Participant as soon as is
practicable. Those participants desiring stock certificates may request issuance
of any full shares at any time after the reinvestment procedure is complete.
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 March, June and December, but in
1998 the Corporation began paying a quarterly cash dividend. 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, or if
not traded that day, the previous day a trade occurred. The market price for the
Common Stock will be based on the weighted average purchase price of all shares
of Common Stock known to the Corporation traded on the applicable Investment
Date, and if no shares were traded on that day, the weighted average purchase
price of all shares of Common Stock on the previous day a trade occurred. The
common stock is traded on the Nasdaq National Market under the symbol SBSI.
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, including fractional shares rounded to three
decimals, equal to the total amount of his cash dividend divided by the purchase
price of the shares acquired on the Investment Date. Quarterly statements will
be provided on the book entry purchases.
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 quarterly statements representing book entry shares to the
Participants in the Plan representing the number of shares, including fractional
shares rounded to three decimals, 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 prior to the
close of business on 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 after close of business on 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 new 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 properly required by the Transfer Agent, such
Participant's participation in the Plan can be terminated in the same manner as
that of a Participant who withdraws from the Plan.
<PAGE> 6
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.
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.
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. 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.
<PAGE> 7
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.
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 3,472,819 shares were
outstanding at March 31, 1999 and an additional 216,787 shares were held by the
Corporation as treasury stock at March 31, 1999. 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.
The articles of incorporation of the Corporation 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 helps ensure the continuity of the Board of Directors
of the Corporation and effectively makes it 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 listed on the Nasdaq National Market
under the symbol SBSI.
The Transfer Agent for the Common Stock is American Securities Transfer and
Trust, Inc., Lakewood, Colorado.
<PAGE> 8
EXPERTS
The consolidated balance sheets as of December 31, 1998 and 1997 and the
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 1998, incorporated by
reference in this Amendment #1 to Form S-3, have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on 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
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.
<PAGE> 9
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......................................... 1,300*
-------
Total....................................... $14,077*
=======
</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 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 iv.
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
<PAGE> 10
(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.
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 20th day of April, 1999.
SOUTHSIDE BANCSHARES, INC.
(Registrant)
By: /s/ B.G. HARTLEY
----------------------------------------
B. G. Hartley, Chairman of the Board
ii
<PAGE> 11
SIGNATURES
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 Director April 20, 1999
-------------------- (A Principal Executive Officer)
B. G. Hartley
/s/ ROBBIE N. EDMONSON Vice Chairman of the Board and April 20, 1999
---------------------- Director
Robbie N. Edmonson (A Principal Executive Officer)
/s/ SAM DAWSON President , Secretary and Director April 20, 1999
--------------- (A Principal Executive Officer)
Sam Dawson
/s/ LEE R. GIBSON Executive Vice President April 20, 1999
-------------------------- (Principal Financial Officer and
Lee R. Gibson, CPA Principal Accounting Officer)
/s/ FRED E. BOSWORTH Director April 20, 1999
---------------------
Fred E. Bosworth
/s/ HERBERT C. BUIE Director April 20, 1999
--------------------
Herbert C. Buie
/s/ ROLLINS CALDWELL Director April 20, 1999
----------------------
Rollins Caldwell
/s/ W. D. (JOE) NORTON Director April 20, 1999
-----------------------
W. D. (Joe) Norton
/s/ WILLIAM SHEEHY Director April 20, 1999
---------------------
William Sheehy
</TABLE>
iii
<PAGE> 12
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
----------- ---------------------------------------------------------------------
<S> <C>
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 11, 1999 of Southside
Bancshares, Inc.
* 5 Opinion of Jenkens & Gilchrist, a Professional Corporation.
**23(a) Consent of PricewaterhouseCoopers LLP.
*23(b) Consent of Jenkens & Gilchrist (such consent is included in their
opinion filed as Exhibit 5 to this Registration Statement).
*24 Signatures.(such signatures appear on page iii 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>
- ----------
*Previously filed.
**Filed electronically herewith.
iv
<PAGE> 1
EXHIBIT 4(b)
AMENDED AND RESTATED BYLAWS OF
SOUTHSIDE BANCSHARES, INC.
ARTICLE I.
OFFICES
1.01 Principal Office Address. The principal office and place of
business of the Corporation shall be located in the City of Tyler, Smith County,
Texas.
1.02 Other Offices. The Corporation may also have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or the business of the corporation may require.
ARTICLE II.
SHAREHOLDERS' MEETINGS
2.01 Place of Meetings. Meetings of the shareholders shall be held at
the principal business office of the Corporation or at any other place (within
or without the State of Texas) as the Board of Directors or shareholders may
from time to time select.
2.02 Annual Meeting. The annual meeting of shareholders for the
election of Directors and such other business as may properly be brought before
the meeting shall be held at a date and time designated by the Board of
Directors and stated in the notice of the meeting or in a duly executed waiver
of notice. If the annual meeting is not held on this date, by oversight or
otherwise, it shall be held as soon thereafter as may be convenient, and any
business transacted or elections held at such delayed meeting shall be as valid
as if the meeting had been held on the date provided. If the day selected is a
legal holiday, then the meeting shall be held on the next
1
<PAGE> 2
business day following. Failure to hold any annual meeting shall not work a
dissolution of the Corporation.
2.03 Special Meetings. Special meetings of the shareholders for any
purpose or purposes may be called by the President, and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of shareholders owning not less than 10%
of all the shares entitled to vote at the meetings. A request for a special
meeting shall state the purpose or purposes of the proposed meeting, which
purpose or purposes shall be stated in the notice of the meeting. Business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.
2.04 Notice. Written notice stating the place, day and hour of a
shareholders' meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, by or at the direction
of the President, the Secretary, or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.
Attendance at a meeting shall constitute a waiver of notice, except
where the person attends for the express purpose of objecting to the transaction
of any business on the ground that the meeting is not lawfully called.
2.05 Quorum. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. The vote of the holders of a majority of shares entitled to vote
and thus represented at a meeting at which a quorum is present shall be the act
of the shareholders' meeting, unless the vote of a greater or lesser number is
required by law, the Articles of Incorporation or these Bylaws. If a quorum is
not present or represented at a meeting of shareholders, the holders of a
majority of the shares
2
<PAGE> 3
present or represented and entitled to vote, shall have the power to adjourn,
without notice other than announcement at the meeting, until a quorum is present
or represented. At an adjourned meeting at which a quorum is present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
2.06 Method of Voting. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at the meeting
of shareholders, except to the extent that the voting rights of the shares of
any class or classes are limited or denied by the Articles of Incorporation. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable.
2.07 Record Date. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, the Board of Directors
may in advance establish a record date which must be at least ten (10) but not
more than fifty (50) days prior to such meeting. If the Board of Directors fails
to establish a record date, the record date shall be the date on which notice of
the meeting is mailed.
2.08 Voting List. (a) The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of 10 days prior to such meeting, shall be kept on file
at the registered office of the Corporation and shall be subject to inspection
by any shareholder at any time during usual
3
<PAGE> 4
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer book shall be
prima-facie evidence as to which shareholders are entitled to examine such list
or transfer books or to vote at any meeting of shareholders.
(b) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
(c) An officer or agent having charge of the stock transfer books who
shall fail to prepare the list of shareholders or keep the same on file for a
period of 10 days, or produce and keep it open for inspection as provided in
this section, shall be liable to any shareholder suffering damage on account of
such failure, to the extent of such damage. In the event that such officer or
agent does not receive notice of a meeting of shareholders sufficiently in
advance of the date of such meeting reasonably to enable him to comply with the
duties prescribed by these Bylaws, the Corporation, but not such officer or
agent, shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage.
2.09 Notice of Stockholder Business and Nominations
(a) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting and who
complied with the notice procedures set forth by this Bylaw.
4
<PAGE> 5
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(a)(1) of this Bylaw, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner,
5
<PAGE> 6
if any, on whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this Bylaw, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Bylaw. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such
6
<PAGE> 7
stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.
(c) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Bylaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Bylaw. Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws of the Corporation, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this Bylaw and, if any
proposed nomination or business is not in compliance with this Bylaw, to declare
that such defective proposal or nomination shall be disregarded.
(2) For purposes of this Bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
7
<PAGE> 8
(3) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of (a) stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of
any series of Preferred Stock to elect directors under specified circumstances.
ARTICLE III.
DIRECTORS
3.01 Powers. The property, business and affairs of the Corporation and
all corporate powers shall be managed by the Board of Directors, subject to any
limitation imposed by statute, the Articles of Incorporation or these Bylaws.
3.02 Number and Term of Directors. The number of Directors shall be set
at nine (9), but the number of Directors may be increased or decreased (provided
such decrease does not shorten the term of any incumbent Director) from time to
time by amendment to these Bylaws, provided the number of Directors shall never
be less than three (3). The directors shall be classified with respect to the
time for which they severally hold office into three (3) classes. Such classes
shall be as nearly equal in number as possible as determined by the Board of
Directors. One class shall hold office initially for a term expiring at the
annual meeting of shareholders to be held in 1995 (and thereafter such class
shall hold office for a three-year term expiring at the annual meeting of
shareholders), another class shall hold office initially for a term expiring at
the annual meeting of shareholders to be held in 1996 (and thereafter such class
shall hold office for a three-year term expiring at the annual meeting of
shareholders), and another class shall hold office initially for a term expiring
at the annual meeting of shareholders to be held in 1997 (and
8
<PAGE> 9
thereafter such class shall hold office for a three-year term expiring at the
annual meeting of shareholders), with the members of each class to hold office
until their successors are elected and qualified, until his or her death or
retirement or until he or she shall resign or be removed in the manner provided
in the Bylaws. In any such event, such Director's successor shall become a
member of the same class of directors as his predecessor. Any directorship
created by reason of an increase in the number of directors in accordance with
this Section 3.02 may be filled in accordance with the provisions of Section
3.05 of these Bylaws.
3.03 Election. Every shareholder entitled to vote shall have the right
to vote the number of voting shares owned by him for as many persons as there
are directors to be elected and for whose election he has the right to vote. No
shareholder shall be entitled to cumulate his votes in the election of
directors.
3.04 Removal of Directors. At any meeting of shareholders called
expressly for the purpose of removing a director, any director or the entire
Board of Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at any election of
directors.
3.05 Vacancies. Any vacancy in the Board of Directors resulting from
death, resignation, removal, or other cause may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Newly created directorships
resulting from an increase in the number of directorships may be filled by the
Board of Directors, but the number of directorships so filled shall not exceed
two (2) directorships between annual or special meetings of shareholders. Any
additional director so elected shall hold office for a term which shall expire
with the term of the other directors in the class to which such
9
<PAGE> 10
director is elected. If not so filled by the Board of Directors, any vacancy
shall be filled by the shareholders at the next annual meeting or at a special
meeting called for that purpose, in accordance with Section 2.03 of these
Bylaws, to serve for a term which shall expire with the term of the other
directors in the class to which such director is elected.
3.06 Meetings. Meetings of the Board of Directors shall be held at the
principal business office of the Corporation or at any other place (within or
without the State of Texas) as the Board of Directors may from time to time
select.
3.07 Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders at the place that
meeting has been held, to elect officers and consider other business. Notice of
the annual meeting of the Board of Directors shall not be required.
3.08 Regular Meetings. Regular meetings of the Board of Directors shall
be held at such places and at such times as may be designated or determined from
time to time by resolution of the Board of Directors. Notice of such regular
meetings shall not be required.
3.09 Special Meetings. Special meetings of the Board of Directors may
be called at any time by the President or by any member of the Board. Written
notice of each special meeting, setting forth the time and place of the meeting,
shall be given to each director at least three (3) days before the meeting. This
notice may be given either personally or by mail, or by telegram, to the address
of each director appearing on the books of the Corporation, and the purpose
shall be specified.
3.10 Quorum of Directors. At all meetings of the Board of Directors a
majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
10
<PAGE> 11
Directors. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
3.11 Presumption of Assent. A director who is present at any meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
3.12 Committees. The Board of Directors may from time to time designate
members of the Board to constitute committees, including an Executive Committee,
which shall in each case consist of such number of directors and shall have and
may exercise such power, as the Board may determine and specify in the
respective resolutions appointing them. A majority of all the members of any
such committee may determine its action and fix the time and place of its
meeting, unless the Board of Directors shall otherwise provide. The Board of
Directors shall have the power at any time to change the number, subject as
aforesaid, and members of any such committee, to fill vacancies and to discharge
any such committee.
3.13 Compensation. Directors shall receive such compensation for their
services as directors as may be determined by resolution of the Board of
Directors. The receipt of such compensation shall not preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
11
<PAGE> 12
ARTICLE IV.
OFFICERS
4.01 Election, Number, Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall consist of a President, a
Vice-President, a Secretary and a Treasurer. The Board of Directors may also
elect a Chairman of the Board, additional Vice- Presidents, one or more
Assistant Secretaries and Assistant Treasurers and such other officers and
assistant officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall have such authority and exercise such powers
and perform such duties as shall be determined from time to time by the Board by
resolution not inconsistent with these Bylaws. Two or more offices may be held
by the same person. None of the officers need be directors.
4.02 Terms of Offices; Removal. The officers of the Corporation shall
hold office until the next annual meeting of the Board of Directors and until
their successors are elected or appointed and qualify, or until their death or
until their resignation or removal from office. Any officer elected or appointed
by the Board of Directors may be removed at any time by the Board whenever in
its judgment the best interests of the Corporation will be served thereby. Such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
contract rights.
4.03 Vacancies. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.
4.04 Authority and Compensation. Officers and agents shall have such
authority and perform such duties in the management of the Corporation as are
provided in these Bylaws or as
12
<PAGE> 13
may be determined by the Board of Directors. The compensation of officers and
agents shall be as fixed from time to time by the Board of Directors.
4.05 Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors and shall have
such other powers and duties as may from time to time be prescribed by the Board
of Directors upon written directions given to him pursuant to resolutions duly
adopted by the Board of Directors.
4.06 President. The President shall be the chief executive officer of
the Corporation, shall have general and active management of the business and
affairs of the Corporation, and shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors, unless a
Chairman of the Board has been elected, in which event the President shall
preside at meetings of the Board of Directors in the absence or disability of
the Chairman of the Board.
4.07 Vice-President. The Vice-Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and have the
authority and exercise the powers of the President. They shall perform such
other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe or as the President may from time to time
delegate.
4.08 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of shareholders and record all of the proceedings of
the meetings of the Board of Directors and of the shareholders in a minute book
to be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors.
He shall keep in safe
13
<PAGE> 14
custody the seal, if any, of the Corporation and, when authorized by the Board
of Directors, shall affix the same to any instrument requiring it and, when so
affixed, it may be attested by his signature or by the signature of an Assistant
Secretary or of the Treasurer.
4.09 Treasurer. (a) The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts and records of
receipts, disbursements and other transactions in books belonging to the
Corporation, and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render the President and the Board of Directors, at its
regular meetings, or when the President or Board of Directors so require, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.
(c) If required by the Board of Directors, the Treasurer shall give the
Corporation a bond of such type, character and amount as the Board of Directors
may require.
4.10 Assistant Secretary and Assistant Treasurer. In the absence of the
Secretary or Treasurer, an Assistant Secretary or Assistant Treasurer,
respectively, shall perform the duties of the Secretary or Treasurer. Assistant
Treasurers may be required to give bond as in 4.09(c). The Assistant Secretaries
and Assistant Treasurers, in general, shall have such powers and perform such
duties as the Treasurer or Secretary, respectively, or the Board of Directors or
President may prescribe.
14
<PAGE> 15
ARTICLE V.
CAPITAL STOCK
5.01 Share Certificates. The shares of the Corporation shall be
represented by certificates signed by the President or a Vice-President and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
President or Vice-President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. The certificates shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Each
certificate shall state on the face thereof the holder's name, the number and
class of shares, and the par value of such shares or a statement that such
shares are without par value.
5.02 Payment, Issuance. Shares may be issued for such consideration,
not less than the par value, if any, thereof, as may be fixed from time to time
by the Board of Directors. The consideration for the payment of shares shall
consist of money paid, labor done or property actually received. Shares may not
be issued until the full amount of the consideration fixed therefor has been
paid.
5.03 Lost, Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed if the
person claiming the certificate to be lost, stolen or destroyed makes an
affidavit of that fact and files with the Corporation a sufficient indemnity
bond by the person claiming the certificate to be lost, stolen or destroyed, and
when authorizing such issue of a new certificate, the Board of Directors may, in
its discretion and as a condition
15
<PAGE> 16
precedent to the issuance thereof, prescribe such other terms and conditions as
it deems expedient or necessary to protect the Corporation from any claim that
may be made against it with respect to any such certificate alleged to have been
lost or destroyed.
5.04 Registration of Transfers. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by his
duly authorized attorney. Upon surrender to the corporation or the Transfer
Agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate canceled and the transaction recorded upon the books of the
Corporation.
5.05 Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Texas.
ARTICLE VI.
PROTECTION OF OFFICERS, DIRECTORS AND EMPLOYEES
6.01 Indemnification. (a) 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, against 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
16
<PAGE> 17
officer, except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in
performance of duty.
(b) The Corporation shall also reimburse any such director or officer
or former director or officer or any such person serving or formerly serving in
the capacities set forth in paragraph 6.01(a) at the request of the Corporation
for the reasonable cost of settlement of any such action, suit or proceeding, if
it shall be found by a majority of the directors not involved in the matter in
controversy, whether or not a quorum, that it was in the best interest of the
Corporation that such settlement be made, and that such director or officer or
former director or officer or such person was not guilty of negligence or
misconduct in performance of duty.
6.02 Expenses Advanced. The Corporation may (but shall not be required
to) 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 unless it is ultimately
determined that he is entitled to indemnification by the Corporation.
6.03 Insurance. The Corporation may (but shall not be required to)
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 under these Bylaws
or the laws of the State of Texas.
6.04 Other Protection and Indemnification. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such director or officer or
17
<PAGE> 18
former director or officer or such person may be entitled, under any agreement,
insurance policy or vote of shareholders, or otherwise.
6.05 Interested Directors. No contract or transaction between the
Corporation and any of its directors or officers (or any firm or corporation in
which any director or officer is directly or indirectly interested) shall be
void or voidable solely because of the interest of such directors or officers in
the transaction or solely because such directors or officers are present at or
participate in the meeting of the Board of Directors which authorizes the
transaction, or solely because his or their votes are counted for such purpose,
if:
(a) The material facts as to the relationship or interest of the
directors or officers are disclosed or known to the Board of Directors, and the
Board in good faith authorized the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though less than a
quorum;
(b) The material facts as to the relationship or interest of the
directors or officers are disclosed or known to the shareholders entitled to
vote thereon, and the contract or transaction is specifically approved in good
faith by vote of the shareholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors or the
shareholders.
Interested directors may be counted in determining whether a quorum is
present at a meeting of the Board of Directors at which such contract or
transaction is authorized. This section shall not invalidate any contract or
transaction which would be valid in the absence of this section.
18
<PAGE> 19
ARTICLE VII.
GENERAL PROVISIONS
7.01 Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
7.02 Notice and Waiver of Notice. Whenever any notice is required to be
given to any shareholder or director, it shall be deemed to be sufficient if
given by mailing, postage paid, addressed to the person or persons entitled
thereto at their post office addresses appearing on the books or other records
of the corporation, and such notice shall be deemed to have been given on the
date of such mailing, but said notice shall also be deemed to be sufficient and
to have been given and received if given in any other manner or by any other
means authorized by law or provided for elsewhere in these Bylaws. A waiver or
waivers of notice, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
7.03 Actions Without a Meeting. Any action that may be taken at a
meeting of shareholders or directors may be taken without a meeting if a consent
in writing setting forth the action shall be signed by all of the shareholders
or directors entitled to vote on the action and shall be filed with the
Secretary of the Corporation. This consent shall have the same effect as a
unanimous vote at a shareholders' or directors' meeting. Shareholders or
directors may participate in and hold a meeting by means of conference telephone
or other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in such meeting shall
constitute presence in person at such meeting, except when a person participates
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
19
<PAGE> 20
7.04 Seal. This Corporation is not obligated to have a seal, but one
may be obtained.
7.05 Amendment. These Bylaws may be altered, amended or repealed and
new By-Laws may be adopted by the Board of Directors, subject to repeal or
change by action of the shareholders, at any meeting of the Board of Directors
at which a quorum is present, provided notice of the proposed alteration,
amendment, or repeal is contained in the notice of the meeting.
7.06 Dividends and Reserves. (a) Subject to statute and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in shares of
the Corporation. The declaration and payment shall be at the discretion of the
Board of Directors.
(b) The Board of Directors may fix in advance a record date for the
purpose of determining shareholders entitled to receive payment of any dividend,
the record date to be not more than fifty days prior to the payment date of such
dividend, or the Board of Directors may close the stock transfer books for such
purpose for a period of not more than fifty days prior to the payment date of
such dividend. In the absence of any action by the Board of Directors, the date
upon which the Board of Directors adopts the resolution declaring the dividend
shall be the record date.
(c) By resolution the Board of Directors may create such reserve or
reserves out of the earned surplus of the Corporation for any proper purpose or
purposes and may abolish any such reserve in the same manner. Earned surplus to
the extent so reserved shall not be available for the payment of dividends or
other distributions by the Corporation except as expressly permitted by law.
20
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Southside Bancshares, Inc. on Amendment #1 to Form S-3 (File No. 333-17203)
of our report dated February 26, 1999, on our audits of the consolidated
financial statements of Southside Bancshares, Inc. We also consent to the
reference to our firm under the caption "Experts."
PricewaterhouseCoopers LLP
Dallas, Texas
April 20, 1999
v
<PAGE> 1
EXHIBIT 99
AUTHORIZATION FORM
I hereby enroll in the Southside Bancshares, Inc. Dividend Reinvestment Plan
and, having read the enclosed Prospectus, I further authorize American
Securities Transfer and Trust, Inc. 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
(Each participant will be credited with the number of shares, including
fractional shares rounded to three decimals, equal to the total amount of his
cash dividend to be reinvested and a quarterly statement will be provided.)
Date Signature(s)
---------------- --------------------------------------------
vi
