<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.1a-11(c) or (S)240.1a-12
GULF SOUTHWEST BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
GULF SOUTHWEST BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies: Not
applicable.
(2) Aggregate number of securities to which transaction applies: Not
applicable.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* Not applicable.
(4) Proposed maximum aggregate value of transaction: Not applicable.
* Set forth amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid: Not applicable.
(2) Form, Schedule or Registration Statement No.: Not applicable.
(3) Filing Party: Not applicable.
(4) Date Filed: Not applicable.
<PAGE>
GULF SOUTHWEST BANCORP, INC.
4200 WESTHEIMER, SUITE 210
HOUSTON, TEXAS 77027
(713) 622-0042
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1995
To the Shareholders of Gulf Southwest Bancorp, Inc.:
The 1995 Annual Meeting of Shareholders of Gulf Southwest Bancorp, Inc. will be
held at 9:00 o'clock a.m., Houston time, on May 16, 1995 at Merchants Bank, 999
N. Shepherd, Houston, Texas for the purpose of considering and voting upon the
following matters:
1. Election of Directors: To elect four directors to hold office until
the next annual meeting of shareholders and until their successors
shall be duly elected and qualify.
2. Other Business: To transact such other business as may properly come
before the meeting or any adjournment thereof.
As of the date of this notice, management does not know of any such other
business to be presented to the meeting.
Shareholders of record at the close of business on April 23, 1995, are entitled
to notice of and to vote at the annual meeting or any adjournment thereof.
Further information concerning the meeting and the nominees for election as
directors is set forth in the accompanying proxy statement.
By order of the Board of Directors,
Norman H. Bird
Secretary
Houston, Texas
April 28, 1995
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENVELOPE PROVIDED AT YOUR EARLIEST CONVENIENCE.
<PAGE>
GULF SOUTHWEST BANCORP, INC.
4200 WESTHEIMER, SUITE 210
HOUSTON, TEXAS 77027
(713) 622-0042
PROXY STATEMENT
This Proxy Statement is provided by the Board of Directors of Gulf Southwest
Bancorp, Inc. (the "Company" or "Gulf Southwest") in connection with its
solicitation of proxies for the 1995 Annual Meeting of Shareholders (the
"Meeting"). The Proxy Statement and the related form of proxy are first being
mailed on or about April 28, 1995.
Shareholders of record of the Company's common stock, $1.00 par value per share
("Common Stock"), at the close of business on April 23, 1995, are entitled to
vote at the meeting in person or by proxy. Each share is entitled to one vote.
The expense of solicitation of proxies will be borne by Gulf Southwest. Proxies
may also be solicited by the directors, officers, and employees of Gulf
Southwest and/or its subsidiary bank by telephone, telegraph, or other means of
communication, or in person. No special compensation will be paid to directors,
officers, or employees for such solicitation. In addition, the Company will
supply brokers or persons holding shares of Common Stock in nominee name with
such proxy materials as they may require for mailing to beneficial owners and
will reimburse them for their expenses in doing so.
If a proxy in the accompanying form is properly executed and returned, the
shares represented by the proxy will be voted as the shareholder specifies. A
shareholder may revoke a proxy at any time before it is exercised by submitting
a written revocation, submitting a later-dated proxy, or voting in person at the
meeting.
Votes cast by proxy or in person will be counted by two persons appointed by the
Company to act as election inspectors for the Meeting. The election inspectors
will treat shares represented by proxies that reflect abstentions as shares that
are present and entitled to vote for the purpose of determining the presence of
a quorum and of determining the outcome of any matter submitted to the
shareholders for a vote. Because the election of directors requires the
affirmative vote of a majority of all shares, present and entitled to vote on
such issue, an abstention will have the same effect as a vote against such
election.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners and as to which the broker or nominee does
not have discretionary voting power on a particular matter) as shares that are
present and entitled to vote for the purpose of determining the presence of a
quorum. However, for the purpose of determining the outcome of any matter as to
which the broker or nominee has indicated on the proxy that it does not have
discretionary authority to vote, those shares will be treated as not present and
not entitled to vote with respect to that matter (even though those shares are
considered entitled to vote for quorum purposes and may be entitled to vote on
other matters).
1
<PAGE>
OWNERSHIP OF COMMON STOCK
As of April 23, 1995, the record date, 1,258,636 shares of Common Stock were
outstanding, each of which is entitled to one vote.
The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock as of March 31, 1995, by each of Gulf Southwest's
directors, nominees for directors and officers, each beneficial owner of more
than five percent of the Common Stock and all directors, nominees for directors
and officers and officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME BENEFICIAL AND OWNERSHIP/(1)/ COMMON STOCK
- ------------------------------- ----------------------------- ------------
<S> <C> <C>
Norman H. Bird 820 Less than 1%
Donald R. Harding 4,379 Less than 1%
J. W. Lander, Jr. /(2)/ 696,658 55.2%
J. W. Lander, III /(3)/ 6,772 Less than 1%
Vanco Trusts /(3) (4)/ 341,758 27.1%
All directors and officers as
a group (4 persons)/(5)/ 701,857 55.7%
</TABLE>
/(1)/ Unless otherwise indicated, each person has sole voting and investment
power over the shares listed.
/(2)/ Certain shareholders have entered into a voting trust agreement with J. W.
Lander, Jr., pursuant to which Mr. Lander is voting trustee. The voting
trust may be terminated only by the written agreement of holders owning at
least a majority of the shares subject to the voting trust agreement. An
aggregate of 696,658 shares of Common Stock are subject to the voting
trust agreement, of which 275,828 shares are owned by Mr. Lander. Mr.
Lander, as voting trustee, has all rights and powers with respect to the
shares subject to the voting trust agreement as if he were the sole
shareholder, except that Mr. Lander may not, without the consent of the
holders of at least two-thirds of the shares subject to such voting trust
agreement, vote the shares in favor of or execute any consent with respect
to (a) increases in capital stock, (b) sales or mortgages of all or
substantially all of the assets of the Company, (c) dissolution of the
Company, (d) charter amendments, (e) consolidation or merger, or (f)
partial liquidation. Mr. Lander's address is 4200 Westheimer, Suite 210,
Houston, Texas 77027.
/(3)/ The shares owned by this person/entity are subject to the voting trust
referenced in footnote (2) above.
/(4)/ The address for Vanco Trusts is P.O. Box 940, McAllen, Texas 78502-0940.
/(5)/ Includes shares referenced in footnotes (2) and (3) above which are
subject to the voting trust referenced in footnote (2) above.
Vanco Trusts and J. W. Lander, Jr. may be deemed to be controlling persons of
the Company, within the meaning of the rules promulgated by the Securities and
Exchange Commission.
2
<PAGE>
ELECTION OF DIRECTORS
Management of Gulf Southwest has nominated the four (4) persons hereinafter
named for election to the Board of Directors of Gulf Southwest. To be elected a
director, a nominee must receive the affirmative vote of a majority of the
shares present or represented by proxy at the Meeting. Shares represented by
proxies in the accompanying form will be voted for the four (4) stated nominees
unless the proxy is otherwise marked. If any of these nominees becomes
unavailable for election or is unwilling to serve, which is not currently
anticipated, shares represented by proxies in the accompanying form will be
voted for a substitute nominee designated by the proxy holders.
NOMINEES FOR ELECTION AS DIRECTORS
Norman H. Bird, 50, is Vice President and Secretary of Gulf Southwest and has
held these offices since May 1988. Mr. Bird is also Executive Vice President of
Merchants Bank, a wholly owned subsidiary of Gulf Southwest, an office he has
held since April 1985, and has served as a director of Merchants Bank since
April 1985. He is Secretary of Gulf Southwest Nevada Bancorp ("GSWNB"), an
office he has held since April 1994. He has been a director of Gulf Southwest
since October 1989.
Donald R. Harding, 54, is President and a director of Merchants Bank and has
served in these capacities since March 1982. He has been a director of Gulf
Southwest since 1982.
J. W. Lander, Jr., 69, is Chairman of the Board of Gulf Southwest and has served
in this capacity since May 1988. He was President of Gulf Southwest from July
1982 to April 1988. Mr. Lander is also Chairman of the Board and a director of
Merchants Bank, Texas City Bank, First Bank Mainland and First Bank Pearland.
He is President and a director of GSWNB, positions he has held since April 1994.
In addition, he acts as an officer and a director of Texas Gulf Coast Bancorp,
Inc., G.S.W. Data Processing, Inc., and Central Data Processing, Inc., and is a
director of Stewart & Stevenson, Inc., a manufacturer of heavy equipment J. W.
Lander, Jr. is the father of J. W. Lander, III. He has been a director of Gulf
Southwest since 1982.
J. W. Lander, III, 43, is President, Treasurer and Assistant Secretary of Gulf
Southwest and has served in these capacities since May 1988. Mr. Lander is also
Senior Vice President and a director of Merchants Bank, President and a director
of G.S.W. Data Processing, Inc., a director, Treasurer and Vice President of
Texas Gulf Coast Bancorp, Inc. and a director of Texas City Bank, First Bank
Mainland, First Bank Pearland, and Central Data Processing, Inc. He is
Treasurer and a director of GSWNB, positions he has held since April 1994. J.
W. Lander, III is the son of J. W. Lander, Jr. He has been a director of Gulf
Southwest since 1983.
The above nominees are all of the current officers and directors of Gulf
Southwest.
Officers and directors are elected annually and serve, unless they sooner resign
or are removed, until their respective successors are elected and qualify.
Directors of Gulf Southwest receive no compensation for their service on the
Board.
Under the Agreement and Plan of Reorganization pursuant to which Texas Gulf
Coast Bancorp, Inc. will be merged into a wholly-owned subsidiary of Gulf
Southwest, Gulf Southwest has agreed
3
<PAGE>
to appoint Mr. A. Harrel Blackshear to its Board of Directors subsequent to the
merger. Mr. Blackshear, 69, is Vice President, Secretary and a director of
Texas Gulf Coast. He has served in these capacities since November 1993. Mr.
Blackshear is a director of First Bank Mainland, a capacity in which he has
served since 1993, First Bank Pearland, a capacity in which he has served since
1991, and Central Data Processing, Inc., a capacity in which he has served since
1993. Mr. Blackshear was President of First Bank Pearland from 1991 to 1993.
Prior to joining First Bank Pearland, Mr. Blackshear was Executive Vice
President of Medical Center Bank in Houston, Texas.
Mr. Blackshear does not presently own any shares of the Company's Common Stock.
Upon consummation of the merger he will own 4,446 shares of Common Stock, which
will be less than 1% of the Common Stock then outstanding.
EXECUTIVE COMPENSATION
GENERAL
None of the executive officers of Gulf Southwest receive any compensation (other
than dividends paid to all shareholders) from Gulf Southwest and Gulf Southwest
has no present intention to alter this policy. Each of such persons receive
compensation from Merchants Bank and will continue to do so until employment
with Merchants Bank is terminated.
The following table sets forth certain information with respect to annual and
long term compensation for services in all capacities for the years ended
December 31, 1994, 1993 and 1992 paid to the chief executive officer of Gulf
Southwest, who is the only executive officer of Gulf Southwest who received in
excess of $100,000 in total annual salary and bonus for the fiscal year ended
December 31, 1994.
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
- ---------------------- OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY COMPENSATION/(1)/ COMPENSATION/(2)/
- ---------------------- ---- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
J. W. Lander, Jr. 1994 $150,314 $4,600 $8,112
Chairman & Chief 1993 $141,270 $5,200 $9,064
Executive Officer 1992 $159,000 $4,000 $4,379
</TABLE>
/(1)/ Amounts included in this column include fees paid to Mr. Lander in his
capacity as a director of Merchants Bank and a member of the Development
Board of Merchants Bank - League City. The value of the perquisites and
other personal benefits provided to Mr. Lander did not exceed the lesser
of either (a) $50,000 or (b) 10% of Mr. Lander's total salary.
/(2)/ Amounts included in this column include amounts contributed by Gulf
Southwest on behalf of Mr. Lander pursuant to Gulf Southwest's Employee
Savings Plan and the amount accrued with respect to Mr. Lander's account
during the fiscal year ended December 31, 1994.
4
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Gulf Southwest does not have any paid employees or a separate compensation
committee. Compensation decisions are made by the board of directors of
Merchants Bank.
J. W. Lander, Jr. (Chairman of the Board and a director of Gulf Southwest) and
J. W. Lander, III (President, Treasurer, Assistant Secretary and a director of
Gulf Southwest) each serve as officers and directors of Texas Gulf Coast
Bancorp, Inc. As directors of Texas Gulf Coast Bancorp, Inc., they participate
in compensation decisions relating to its officers and directors.
Donald R. Harding (a director of Gulf Southwest), Norman H. Bird (Vice
President, Secretary and a director of Gulf Southwest), J. W. Lander, Jr. and J.
W. Lander, III each serve as a director of Merchants Bank. Merchants Bank does
not have a separate compensation committee. Accordingly, such persons
participate in decisions regarding compensation of the officers and directors of
Merchants Bank. Each of such persons is also an executive officer of Merchants
Bank.
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors of Merchants Bank has furnished the following report on
executive compensation:
It is Merchants Bank's policy to structure compensation arrangements for
executive officers that provide competitive annual base salaries and other
benefits. The Board of Directors of Merchants Bank considers the total
compensation (earned or potentially available) of each executive officer in
establishing each element of compensation.
In considering the compensation of J. W. Lander, Jr., the chief executive
officer of Gulf Southwest and Chairman of the Board of Gulf Southwest and
Merchants Bank, the Board of Directors of Merchants Bank acting without the
participation of J. W. Lander, Jr. has taken into account Mr. Lander's many
years of experience in the Texas banking industry and the fact that Mr. Lander
has served as chief executive officer for more than ten years during which the
banking industry in Texas experienced extreme turmoil and numerous bank
failures. The Board of Directors of Merchants Bank believes that Mr. Lander's
leadership through this period was instrumental in Gulf Southwest surviving and
returning to profitability.
The Board of Directors of Merchants Bank anticipates that Mr. Lander's
demonstrated leadership qualities and management skills will continue to
stimulate the growth and profitability of Merchants Bank and thus enhance
shareholder values. The chief executive officer's annual base salary is
believed by the Board of Directors of Merchants Bank to be equivalent to that
paid to other similarly situated executives.
At the beginning of each fiscal year, the Board of Directors reviews and
approves, with any modifications it deems appropriate, an annual salary plan for
Merchants Bank senior executives, excluding the chief executive officer. This
salary plan is developed under the direction of the chief executive officer
based on performance judgments as to past and expected future contributions of
the individual senior executives. In addition, the Board of Directors of
Merchants Bank considers information on compensation paid by competitors, to the
extent available.
5
<PAGE>
The board of directors of Merchants Bank consists of J. W. Lander, Jr., Durward
R. Anderson, Norman H. Bird, Max Bowen, J. W. Felter, Ben Brollier, Donald
Harding, Jim Hulme, J. W. Lander, III, Herbert J. Laufman, John T. Malone and
William G. Sellers.
Because (i) there is no public market for the Common Stock and (ii) there have
been only five quarterly dividends declared with respect to the Common Stock
during the last five fiscal years, the Performance Graph required by the
Securities and Exchange Commission which compares cumulative total shareholder
return on the Common Stock with cumulative total shareholder returns of (a) a
broad equity market index and (b) companies in the same industry or line of
business has been omitted.
Although Gulf Southwest has established a stock option plan, the Board of
Directors of Gulf Southwest has not deemed it appropriate to grant any option
under such plan.
BOARD OF DIRECTORS
MERCHANTS BANK
J. W. Lander, Jr. Donald Hardin
Durward R. Anderson Jim Hulme
Norman H. Bird J. W. Lander, III
Max Bowen Herbert J. Laufman
Ben Brollier John T. Malone
J. W. Felter William G. Sellers
6
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
The Company has not established any committees of the Board of Directors.
During 1994, the Board of Directors held five meetings. All of the directors
attended 75% or more of the total number of meetings of the Board of Directors
during 1994.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the officers and directors of Gulf Southwest and their affiliates are
customers of Merchants Bank. Such directors, officers and affiliates have had
transactions in the ordinary course of business with Merchants Bank, including
borrowings, all of which were on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing from time to time
for comparable transactions with unaffiliated persons and did not involve more
than the normal risk of collectibility or features unfavorable to Merchants
Bank. Gulf Southwest expects that its directors and officers and their
affiliates will continue to enter into such transactions on similar terms and
conditions in the future.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Gulf
Southwest's directors and executive officers, and persons who beneficially own
more than ten percent of the Common Stock, to file reports of beneficial
ownership of Common Stock and changes in beneficial ownership on Forms 3, 4 and
5 (collectively, "SEC Forms") with the Securities and Exchange Commission
("SEC"). Directors, executive officers and ten percent beneficial owners are
required under regulations promulgated by the SEC to furnish Gulf Southwest with
copies of all SEC Forms which they file.
Based solely on information provided to Gulf Southwest by its directors,
executive officers and ten percent beneficial owners, Gulf Southwest believes
that its directors, executive officers and ten percent beneficial owners have
complied with all filing requirements applicable to them with respect to
acquisitions and dispositions of shares of common stock occurring during 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Hidalgo, Banfill, Zlotnik & Kermali, P.C.
as independent auditors for the fiscal year ending December 31, 1994 and for the
current year. Such appointment does not require ratification or other action by
the Company's shareholders.
A representative of Hidalgo, Banfill, Zlotnik & Kermali, P.C. will be present at
the meeting to answer any questions and to make a statement if he desires to do
so.
7
<PAGE>
OTHER BUSINESS
Management does not know of any matter to be acted upon at the meeting other
than the election of directors. If other business comes before the meeting, the
persons named in each proxy will vote the proxy in accordance with their best
judgment.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE, FREE OF CHARGE, AT THE WRITTEN REQUEST OF ANY
SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WITHOUT
EXHIBITS, WHICH INCORPORATES BY REFERENCE THE COMPANY'S FINANCIAL STATEMENTS AND
INCLUDES THE RELATED FINANCIAL STATEMENT SCHEDULES. THE COMPANY WILL PROVIDE
COPIES OF THE EXHIBITS, SHOULD THEY BE REQUESTED, AND MAY IMPOSE A REASONABLE
FEE FOR PROVIDING SUCH EXHIBITS. REQUESTS FOR THE COMPANY'S ANNUAL REPORT ON
FORM 10-K SHOULD BE MAILED TO GULF SOUTHWEST BANCORP, INC., 4200 WESTHEIMER,
SUITE 210, HOUSTON, TEXAS 77027, ATTENTION: J. W. LANDER, III.
PROPOSALS BY SHAREHOLDERS
Shareholders who desire to present proposals to shareholders of the Company at
the 1996 annual meeting of shareholders and to have such proposals included in
the Company's proxy materials must submit their proposals to the Company no
later than December 30, 1995.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY AND THAT YOUR SHARES BE
REPRESENTED. SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND PROMPTLY RETURN THE
ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE.
For the Board of Directors
Norman H. Bird
Secretary
8
<PAGE>
GULF SOUTHWEST BANCORP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS MAY 16, 1995.
The undersigned hereby appoints J. W. LANDER, JR. AND J. W. LANDER, III and
each or either of them, proxies for the undersigned, with power of substitution,
to vote with the same force and effect as the undersigned at the Annual Meeting
of Shareholders of GULF SOUTHWEST BANCORP, INC. to be held MAY 16, 1995 and any
adjournments thereof, upon the following matters:
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) [_] listed below [_]
Norman H. Bird, Donald R. Harding, J. W. Lander, Jr., J. W. Lander, III
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please date and sign on other side)
(Continued from other side)
This proxy will be voted as you specify above. Unless otherwise specified, this
proxy will be voted FOR the election of each nominee as set forth in the Proxy
Statement. If any nominee for director becomes unavailable, or unwilling to
serve, the proxies will have the discretion to vote for a substitute designated
by the Board of Directors or its Executive Committee. Shareholders who are
present at the meeting may withdraw their proxy and vote in person if they so
desire.
Dated , 1995
----------------------
---------------------------------
(Signature)
---------------------------------
(Signature)
Please sign exactly as name appears
hereon. When signing as executor,
administrator, attorney, trustee or
guardian please give full title as
such. If a corporation, please sign
in full corporate name by president
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
No Postage is Required if This Proxy is Returned in the Enclosed Envelope and
Mailed in the United States.
