<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
----------
GULF SOUTHWEST BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
-------------------------
(CUSIP Number)
J. W. Lander, Jr., 4200 Westheimer, Suite 210, Houston, Texas 77027
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 30, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. None Schedule 13D Page 2 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
John William Lander, Jr.
(Social Security # ###-##-####)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: United States
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 390,784
beneficially owned by 8. Shared voting power 533,338
each reporting person 9. Sole dispositive power 390,784
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 924,122
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 47.2%
14. Type of reporting person IN
*By reason of formation of the voting trust described in Item 6 hereof (the
"Voting Trust"), the reporting person named above may be deemed to be a member
of a "group" pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of
1934 (the "Act"). This Schedule 13D is filed on behalf of J.W. Lander, Jr.,
Vanco Trusts, James W. Collins, trustee of Vanco Trusts, J.W. Lander, III,
Durward R. Anderson, Ben Brollier, Herbert Laufman and Laufman's, Inc., the
owners of the shares subject to the Voting Trust, pursuant to Rule 13d-l(f)
under the Act. The filing of this joint statement shall not be construed as an
admission by any reporting person that such person is, for the purposes of
Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial
owner of any securities covered by this statement, other than those disclosed on
each reporting person's cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 3 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
Vanco Trusts
(Taxpayer ID # 75-6250786)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: Texas
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 453,995
each reporting person 9. Sole dispositive power 453,995
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 453,995
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 23.2%
14. Type of reporting person OO
*By reason of formation of the Voting Trust described in Item 6 hereof, the
reporting person named above may be deemed to be a member of a "group" pursuant
to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the "Act"). This
Schedule 13D is filed on behalf of J.W. Lander, Jr., Vanco Trusts, James W.
Collins, trustee of Vanco Trusts, J.W. Lander, III, Durward R. Anderson, Ben
Brollier, Herbert Laufman and Laufman's, Inc., the owners of the shares subject
to the Voting Trust, pursuant to Rule 13d-l(f) under the Act. The filing of
this joint statement shall not be construed as an admission by any reporting
person that such person is, for the purposes of Section 13(d) or 13(g) of the
Securities Act of 1933, as amended, the beneficial owner of any securities
covered by this statement, other than those disclosed on each reporting person's
cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 4 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
James W. Collins, Trustee of Vanco Trusts
(Social Security # )
---------------
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: United States
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 453,995
each reporting person 9. Sole dispositive power 453,995
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 453,995
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 23.2%
14. Type of reporting person IN
*By reason of formation of the Voting Trust described in Item 6 hereof, the
reporting person named above may be deemed to be a member of a "group" pursuant
to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the "Act"). This
Schedule 13D is filed on behalf of J.W. Lander, Jr., Vanco Trusts, James W.
Collins, trustee of Vanco Trusts, J.W. Lander, III, Durward R. Anderson, Ben
Brollier, Herbert Laufman and Laufman's, Inc., the owners of the shares subject
to the Voting Trust, pursuant to Rule 13d-l(f) under the Act. The filing of
this joint statement shall not be construed as an admission by any reporting
person that such person is, for the purposes of Section 13(d) or 13(g) of the
Securities Act of 1933, as amended, the beneficial owner of any securities
covered by this statement, other than those disclosed on each reporting person's
cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 5 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
John William Lander, III
(Social Security # ###-##-####)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: United States
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 7,043
each reporting person 9. Sole dispositive power 7,043
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 7,043
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 Less than 1%
14. Type of reporting person IN
*By reason of formation of the voting trust described in Item 6 hereof (the
"Voting Trust"), the reporting person named above may be deemed to be a member
of a "group" pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of
1934 (the "Act"). This Schedule 13D is filed on behalf of J.W. Lander, Jr.,
Vanco Trusts, James W. Collins, trustee of Vanco Trusts, J.W. Lander, III,
Durward R. Anderson, Ben Brollier, Herbert Laufman and Laufman's, Inc., the
owners of the shares subject to the Voting Trust, pursuant to Rule 13d-l(f)
under the Act. The filing of this joint statement shall not be construed as an
admission by any reporting person that such person is, for the purposes of
Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial
owner of any securities covered by this statement, other than those disclosed on
each reporting person's cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 6 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
Durward R. Anderson
(Social Security # ###-##-####)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: United States
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 20,875
each reporting person 9. Sole dispositive power 20,875
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 20,875
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 1.1%
14. Type of reporting person IN
*By reason of formation of the Voting Trust described in Item 6 hereof, the
reporting person named above may be deemed to be a member of a "group" pursuant
to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the "Act"). This
Schedule 13D is filed on behalf of J.W. Lander, Jr., Vanco Trusts, James W.
Collins, trustee of Vanco Trusts, J.W. Lander, III, Durward R. Anderson, Ben
Brollier, Herbert Laufman and Laufman's, Inc., the owners of the shares subject
to the Voting Trust, pursuant to Rule 13d-l(f) under the Act. The filing of
this joint statement shall not be construed as an admission by any reporting
person that such person is, for the purposes of Section 13(d) or 13(g) of the
Securities Act of 1933, as amended, the beneficial owner of any securities
covered by this statement, other than those disclosed on each reporting person's
cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 7 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
Ben Brollier
(Social Security # ###-##-####)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: United States
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 2,118
each reporting person 9. Sole dispositive power 2,118
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 2,118
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 Less than 1%
14. Type of reporting person IN
*By reason of formation of the voting trust described in Item 6 hereof (the
"Voting Trust"), the reporting person named above may be deemed to be a member
of a "group" pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of
1934 (the "Act"). This Schedule 13D is filed on behalf of J.W. Lander, Jr.,
Vanco Trusts, James W. Collins, trustee of Vanco Trusts, J.W. Lander, III,
Durward R. Anderson, Ben Brollier, Herbert Laufman and Laufman's, Inc., the
owners of the shares subject to the Voting Trust, pursuant to Rule 13d-l(f)
under the Act. The filing of this joint statement shall not be construed as an
admission by any reporting person that such person is, for the purposes of
Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial
owner of any securities covered by this statement, other than those disclosed on
each reporting person's cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 8 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
Herbert Laufman
(Social Security # ###-##-####)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: Texas
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 11,714
each reporting person 9. Sole dispositive power 11,714
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 11,714
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 Less than 1%
14. Type of reporting person IN
*By reason of formation of the Voting Trust described in Item 6 hereof, the
reporting person named above may be deemed to be a member of a "group" pursuant
to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the "Act"). This
Schedule 13D is filed on behalf of J.W. Lander, Jr., Vanco Trusts, James W.
Collins, trustee of Vanco Trusts, J.W. Lander, III, Durward R. Anderson, Ben
Brollier, Herbert Laufman and Laufman's, Inc., the owners of the shares subject
to the Voting Trust, pursuant to Rule 13d-l(f) under the Act. The filing of
this joint statement shall not be construed as an admission by any reporting
person that such person is, for the purposes of Section 13(d) or 13(g) of the
Securities Act of 1933, as amended, the beneficial owner of any securities
covered by this statement, other than those disclosed on each reporting person's
cover page.
<PAGE>
CUSIP No. None Schedule 13D Page 9 of 15 Pages
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
Laufman's, Inc.
(Taxpayer ID # 74-1188530)
2. Check the appropriate box if a member of a group
(a) X*
------
(b)
------
3. SEC use only
---------------------------------------------------------------
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization: Texas
<TABLE>
<S> <C> <C>
Number of shares 7. Sole voting power 0
beneficially owned by 8. Shared voting power 29,019
each reporting person 9. Sole dispositive power 29,019
with 10. Shared dispositive power 0
</TABLE>
11. Aggregate amount beneficially owned by each reporting person: 29,019
12. Check box if the aggregate amount in Row 11 excludes certain shares [_]
13. Percent of class represented by amount in Row 11 1.5%
14. Type of reporting person CO
*By reason of formation of the Voting Trust described in Item 6 hereof, the
reporting person named above may be deemed to be a member of a "group" pursuant
to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the "Act"). This
Schedule 13D is filed on behalf of J.W. Lander, Jr., Vanco Trusts, James W.
Collins, trustee of Vanco Trusts, J.W. Lander, III, Durward R. Anderson, Ben
Brollier, Herbert Laufman and Laufman's, Inc., the owners of the shares subject
to the Voting Trust, pursuant to Rule 13d-l(f) under the Act. The filing of
this joint statement shall not be construed as an admission by any reporting
person that such person is, for the purposes of Section 13(d) or 13(g) of the
Securities Act of 1933, as amended, the beneficial owner of any securities
covered by this statement, other than those disclosed on each reporting person's
cover page.
<PAGE>
Page 10 of 15 Pages
-------------------
Item 1. Security and Issuer:
This statement relates to the Common Stock, $1.00 par value, of Gulf
Southwest Bancorp, Inc. (the "Issuer").
The address of the Issuer's principal executive offices is 4200
Westheimer, Suite 210, Houston, Texas 77027.
Item 2. Identity and Background.
See Annex 1 attached hereto and herein incorporated by reference.
Item 3. Source and Amount of Funds or Other Consideration.
On April 30, 1995, Texas Gulf Coast Bancorp, Inc., a Texas corporation
("Texas Gulf Coast"), was merged (the "Merger") into a wholly-owned subsidiary
of the Issuer. As a result of the Merger, all of the issued and outstanding
shares of the common stock (the "TGC Common Stock"), $1.00 par value per share,
of Texas Gulf Coast was converted into shares of the common stock of the Issuer.
Certain members (listed below) of the Voting Trust described in Item 6
below were holders of TGC Common Stock prior to the Merger. As a result of the
conversion of the shares of TGC Common Stock held by such persons into shares of
the common stock of the Issuer, such persons are required to prepare and file
this statement. Set forth below is certain information regarding the members of
the Voting Trust who were holders of the TGC Common Stock prior to the Merger:
(a) Prior to the Merger, J. W. Lander, Jr. owned 54,286 shares of TGC
Common Stock. As a result of the Merger, such shares of TGC Common Stock were
converted into 114,956 shares of the common stock of the Issuer. Pursuant to
the terms of the Voting Trust, the newly issued shares of the common stock of
the Issuer issued to Mr. Lander automatically became subject to the terms of the
Voting Trust.
(b) Prior to the Merger, Vanco Trusts, of which Mr. Collins is trustee,
owned 53,002 shares of TGC Common Stock. As a result of the Merger, such shares
of TGC Common Stock were converted into 112,237 shares of the common stock of
the Issuer. Pursuant to the terms of the Voting Trust, the newly issued shares
of the common stock of the Issuer issued to Vanco Trusts automatically became
subject to the terms of the Voting Trust.
(c) Prior to the Merger, J.W. Lander, III owned 128 shares of TGC Common
Stock. As a result of the Merger, such shares of TGC Common Stock were
converted into 271 shares of the common stock of the Issuer. Pursuant to the
terms of the Voting Trust, the newly issued shares of the common stock of the
Issuer issued to Mr. Lander automatically became subject to the terms of the
Voting Trust.
Item 4. Purpose of the Transaction.
The additional securities of the Issuer were acquired pursuant to the
Merger described in Item 3. Except as noted below, the reporting group does not
have any plans or proposals relating to or which would result in:
<PAGE>
Page 11 of 15 Pages
-------------------
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
From time to time the Issuer may acquire other banks, bank holding
companies or other entities whose business is so closely related to the business
of banking as to be permissible under applicable law. The Issuer is currently
in preliminary discussions with one such entity (the "Acquisition Target");
however, no agreement has been reached and the proposed transaction may not be
consummated. None of the persons filing this statement own any direct or
indirect interest in the Acquisition Target.
Pursuant to the terms of the Merger described in Item 3 above, the Issuer
has agreed to elect A. Harrel Blackshear to the Board of Directors of the Issuer
upon consummation of the Merger. It is expected that this election will take
place at the May 16, 1995 meeting of the Issuer's Board of Directors. Prior to
the Merger, Mr. Blackshear was the Vice President and Secretary of Texas Gulf
Coast, was the President and a director of Texas City Bank and was a member of
the Board of Directors of Texas Gulf Coast. Mr. Blackshear is not and is not
expected to become a member of the Voting Trust.
<PAGE>
Page 12 of 15 Pages
-------------------
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number and percentage beneficially owned:
<TABLE>
<S> <C> <C>
J.W. Lander, Jr.: 924,122 47.2%
Vanco Trusts: 453,995 23.2%
James Collins: 453,995 23.2%
J.W. Lander, III 7,043 Less than 1%
Durward R. Anderson 20,875 1.1%
Ben Brollier 2,118 Less than 1%
Herbert Laufman 11,714 Less than 1%
Laufman's, Inc. 29,019 1.5%
</TABLE>
None of the above-referenced persons possess any right, option or warrant to
acquire any securities of the Issuer in the future.
(b) Number of shares as to which the reporting person has:
<TABLE>
<S> <C> <C>
(i) sole power to vote or to direct the vote *
(ii) shared power to vote or to direct the vote *
(iii) sole power to dispose or to direct the disposition *
(iv) shared power to dispose or to direct the disposition *
</TABLE>
* Please refer to each reporting person's cover page (pages 2-9), numbers 7-10,
for the number of shares of which each such person has sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition.
(c) Transactions effected during the past 60 days: Other than the
---------------------------------------------
conversion of shares of TGC Common Stock into shares of the common
stock of the Issuer pursuant to the Merger described in Item 3, the
reporting persons have not engaged in any transactions in the Issuer's
securities during the past 60 days.
(d) Interests of other persons: The members of the Voting Trust are
--------------------------
entitled to receive all dividends (other than dividends payable in
shares of the common stock of the Issuer, which dividends will be held
subject to the Voting Trust) from and the proceeds from the sale of
the shares of common stock of the Issuer beneficially owned by the
Voting Trust.
(e) Not applicable.
<PAGE>
Page 13 of 15 Pages
-------------------
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Mr. J.W. Lander, Jr. has been named as voting trustee of a voting trust
(the "Voting Trust"), dated as of January 16, 1991, between Mr. J.W. Lander,
Jr., Vanco Trusts, of which Mr. Collins is trustee, Mr. J.W. Lander, III, Mr.
Durward R. Anderson, Mr. Ben A. Brollier, Mr. Herbert J. Laufman, and Laufman's,
Inc. Pursuant to the Voting Trust, Mr. J.W. Lander, Jr. has the right to vote
the 924,122 shares of the common stock of the Issuer owned by the members of the
Voting Trust, except that he may not vote in favor of or execute any consent
with respect to: (a) increases in capital stock; (b) sales or mortgages of
substantially all of the assets of the Issuer; (c) dissolution of the Issuer;
(d) charter amendments; (e) consolidation or merger; or (f) partial liquidation,
except with the written consent of the holders of sixty-six and two-thirds
percent (66-2/3%) or more of the outstanding shares subject to the Voting Trust.
The members of the Voting Trust are entitled to receive all dividends (other
than dividends payable in shares of the common stock of the Issuer, which
dividends will be held subject to the Voting Trust) from and the proceeds from
the sale of the shares of common stock of the Issuer beneficially owned by the
Voting Trust.
Item 7. Material to be Filed as Exhibits.
Exhibit "A" - Written Agreement relating to the filing of joint acquisition
-----------
statements, as required by Rule 13d-1(f).
Exhibit "B" - Voting Trust Agreement dated January 16, 1991.
-----------
<PAGE>
Page 14 of 15 Pages
-------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 /s/ John William Lander, Jr.
---------------------------------------------
John William Lander, Jr.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 VANCO TRUSTS
By: /s/ James W. Collins
---------------------------------------------
James W. Collins, Trustee
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 /s/ James W. Collins
---------------------------------------------
James W. Collins
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 /s/ J.W. Lander, III
---------------------------------------------
J. W. Lander, III
<PAGE>
Page 15 of 15 Pages
-------------------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 /s/ Durward R. Anderson
---------------------------------------------
Durward R. Anderson
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 /s/ Ben Brollier
---------------------------------------------
Ben Brollier
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 9, 1995 /s/ Herbert Laufman
---------------------------------------------
Herbert Laufman
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LAUFMAN'S, INC.
May 9, 1995 By:/s/ Herbert Laufman
------------------------------------------
Herbert Laufman, President
DA951080402
050995las1
378:6114-2
<PAGE>
ANNEX 1
-------
<TABLE>
<S> <C> <C>
A. Name: John W. Lander, Jr.
----
Residence or
------------
Business Address: 4200 Westheimer, Suite 210
---------------- Houston, Texas 77027
Principal occupation
--------------------
or employment: Chairman of the Board
------------- Gulf Southwest Bancorp, Inc.
4200 Westheimer, Suite 210
Houston, Texas 77027
Conviction in
-------------
criminal proceedings: During the last five years, Mr. Lander has not been
-------------------- convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Civil proceedings: During the last five years, Mr. Lander has not been a
----------------- party to a civil proceeding of a judicial or
administrative body as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Citizenship: United States
-----------
B. Name: Vanco Trusts
----
State of Organization: Texas
---------------------
Residence or
------------
Business Address: Post Office Box 1060
---------------- McAllen, Texas 78501
Principal Business: Trust formed for the benefit of Jennifer Loring
------------------ Collins, James W. Collins, Jr., Courtney Cook Collins,
Caroline McMurtry Collins, Vannie Cook Collins, Tom
Cook and Sam Pogue Dalton, Jr.
</TABLE>
ANNEX I - Page 1
<PAGE>
<TABLE>
<S> <C> <C>
Conviction in
-------------
criminal proceedings: During the last five years, Vanco Trusts has not
-------------------- been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Civil proceedings: During the last five years, Vanco Trusts has not been
----------------- a party to a civil proceeding of a judicial or
administrative body as a result of which it was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
C. Name: James W. Collins
----
Residence or
------------
Business Address: 1707 Westway
---------------- McAllen, Texas 78501
Principal occupation
--------------------
or employment: President
------------- Mayfair Minerals, Inc.
Post Office Box 940
McAllen, Texas 78505-0940
Conviction in
-------------
criminal proceedings: During the last five years, Mr. Collins has not been
-------------------- convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Civil proceedings: During the last five years, Mr. Collins has not been
----------------- a party to a civil proceeding of a judicial or
administrative body as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Citizenship: United States
-----------
</TABLE>
ANNEX I - Page 2
<PAGE>
<TABLE>
<S> <C> <C>
D. Name: J.W. Lander, III
----
Residence or
------------
Business Address: 4200 Westheimer, Suite 210
---------------- Houston, Texas 77027
Principal occupation
--------------------
or employment: President
------------- Gulf Southwest Bancorp, Inc.
4200 Westheimer, Suite 210
Houston, Texas 77027
Conviction in
-------------
criminal proceedings: During the last five years, Mr. Lander has not been
-------------------- convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Civil proceedings: During the last five years, Mr. Lander has not been a
----------------- party to a civil proceeding of a judicial or
administrative body as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Citizenship: United States
-----------
E. Name: Durward R. Anderson
----
Residence or
------------
Business Address: 1776 Yorktown, Suite 200
---------------- Houston, Texas 77056-4114
Principal occupation
--------------------
or employment: Insurance Agent
------------- Insurance Alliance
1776 Yorktown, Suite 200
Houston, Texas 77056-4114
Conviction in
-------------
criminal proceedings: During the last five years, Mr. Anderson has not
-------------------- been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Civil proceedings: During the last five years, Mr. Anderson has not been
----------------- a party to a civil proceeding of a judicial or
administrative body as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations
</TABLE>
ANNEX I - Page 3
<PAGE>
<TABLE>
<S> <C> <C>
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
Citizenship: United States
-----------
F. Name: Ben Brollier
----
Residence or
------------
Business Address: 6003 Crab Orchard
---------------- Houston, Texas 77057
Principal occupation
--------------------
or employment: Self-employed (personal investments)
------------- 4200 Westheimer, Suite 210
Houston, Texas 77027
Conviction in
-------------
criminal proceedings: During the last five years, Mr. Brollier has not
-------------------- been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Civil proceedings: During the last five years, Mr. Brollier has not been
----------------- a party to a civil proceeding of a judicial or
administrative body as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Citizenship: United States
-----------
G. Name: Herbert Laufman
----
Residence or
------------
Business Address: 3627 North Braeswood Blvd.
---------------- Houston, Texas 77025
Principal occupation
--------------------
or employment: Self-employed (personal investments)
------------- 3627 North Braeswood Blvd.
Houston, Texas 77025
</TABLE>
ANNEX I - Page 4
<PAGE>
<TABLE>
<S> <C> <C>
Conviction in
-------------
criminal proceedings: During the last five years, Mr. Laufman has not been
-------------------- convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Civil proceedings: During the last five years, Mr. Laufman has not been
----------------- a party to a civil proceeding of a judicial or
administrative body as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Citizenship: United States
-----------
H. Name: Laufman's, Inc.
----
State of Organization: Texas
---------------------
Residence or
------------
Business Address: 3627 N. Braeswood Blvd.
---------------- Houston, Texas 77025
Principal Business: Investments
------------------
Conviction in During the last five years, Laufman's, Inc. has not
------------- been convicted in a criminal proceeding (excluding traffic
criminal proceedings: violations or similar misdemeanors).
--------------------
Civil proceedings: During the last five years, Laufman's, Inc. has not
----------------- been a party to a civil proceeding of a judicial or
administrative body as a result of which it was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
</TABLE>
ANNEX I - Page 5
<PAGE>
EXHIBIT "A"
-----------
J.W. Lander, Jr., Vanco Trusts, James W. Collins, as trustee of Vanco
Trusts, J.W. Lander, III, Durward R. Anderson, Ben Brollier, Herbert Laufman and
Laufman's, Inc. each wish to satisfy their individual filing obligation under
Section 13(d) of the Securities Exchange Act of 1934 (the "Act") by the filing
of a single joint statement. Therefore, each hereby agrees that the Schedule
13D to which this Exhibit is attached is filed on behalf of each of J.W. Lander,
Jr., Vanco Trusts, James W. Collins, as trustee of Vanco Trusts, J.W. Lander,
III, Durward R. Anderson, Ben Brollier, Herbert Laufman and Laufman's, Inc.
pursuant to Rule 13d-1(f) under the Act.
IN WITNESS WHEREOF, this Agreement has been signed this 9th day of May, 1995.
/s/ J.W. Lander, Jr.
--------------------------------------------------
J.W. Lander, Jr.
VANCO TRUSTS
By:/s/ James W. Collins
-----------------------------------------------
James W. Collins, Trustee
/s/ James W. Collins
--------------------------------------------------
James W. Collins
/s/ J.W. Lander, III
--------------------------------------------------
J.W. Lander, III
/s/ Durward R. Anderson
--------------------------------------------------
Durward R. Anderson
/s/ Ben Brollier
--------------------------------------------------
Ben Brollier
/s/ Herbert Laufman
--------------------------------------------------
Herbert Laufman
LAUFMAN'S, INC.
By:/s/ Herbert Laufman
-----------------------------------------------
Herbert Laufman, President
EXHIBIT "A" - Page 1
- -----------
<PAGE>
EXHIBIT B
GULF SOUTHWEST BANCORP, INC.
VOTING TRUST AGREEMENT
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE I
SHARES SUBJECT TO AGREEMENT
<C> <S> <C>
1.01. Shares of Stock of the Corporation Subject to this Agreement........ 1
<CAPTION>
ARTICLE II
CREATION OF VOTING TRUST
<C> <S> <C>
2.01. Transfer of Shares to Trustee...................................... 2
2.02. Additional Stock................................................... 2
2.03. Issuance of New Stock Certificates to Trustee...................... 2
2.04. No Sale of Shares.................................................. 2
2.05. Issuance of Trust Certificates..................................... 2
2.06. Representations by Subscribing Shareholders........................ 3
2.07. Restrictive Legend................................................. 3
2.08. Lost Certificates.................................................. 4
2.09. Release of Shares Held by the Trustee.............................. 4
2.10. Admission of Additional Subscribing Shareholders................... 4
<CAPTION>
ARTICLE III
POWERS AND DUTIES OF TRUSTEE
<C> <S> <C>
3.01. Compensation....................................................... 4
3.02. Expenses........................................................... 5
3.03. Duties and Powers of Trustee....................................... 5
3.04. Authority of Trustee............................................... 5
3.05. Dividends.......................................................... 5
3.06. Subscription Rights................................................ 6
3.07. Removal and Replacement of Trustee; Substitute Trustee............. 6
3.08. No Bond............................................................ 6
3.09. Liability of Trustee............................................... 6
3.10. Trustee's Relationship with the Corporation........................ 6
3.11. Trustee as Subscribing Shareholder................................. 7
3.12. Power of Attorney.................................................. 7
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
(Continued)
Page
----
ARTICLE IV
VOTING AND ACTION BY TRUSTEE AND SUBSCRIBING SHAREHOLDERS
<C> <S> <C>
4.01. Voting of Shares................................................... 7
4.02. Meetings of Holders of Trust Shares................................ 7
<CAPTION>
ARTICLE V
TRANSFERS AND ASSIGNMENTS OF TRUST SHARES
<C> <S> <C>
5.01. Restrictions Against Transfer...................................... 8
5.02. Transfers and Assignments to Successors............................ 8
<CAPTION>
ARTICLE VI
TERM OF VOTING TRUST
<C> <S> <C>
6.01. Irrevocability of Trust............................................ 8
6.02. Amendment and Termination.......................................... 9
6.03. Return of Share Certificates After Termination..................... 9
6.04. Termination by Foreclosure......................................... 9
6.05. Final Accounting................................................... 9
6.06. Agreement to be Filed.............................................. 9
<CAPTION>
ARTICLE VII
MISCELLANEOUS
<C> <S> <C>
7.01. Notices............................................................ 9
7.02. Specific Performance.............................................. 10
7.03. Assignment ....................................................... 10
7.04. Severability ..................................................... 10
7.05. Entire Agreement.................................................. 11
7.06. Waiver............................................................ 11
7.07. Attorneys' Fees................................................... 11
7.08. Singular, Plural, Pronouns, Etc................................... 11
7.09. Headings.......................................................... 11
</TABLE>
-ii-
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
(Continued)
Page
----
<C> <S> <C>
7.10. Multiple Counterparts............................................. 11
7.11 Governing Law..................................................... 11
<CAPTION>
EXHIBITS
<C> <S> <C>
EXHIBIT A SUBSCRIBING SHAREHOLDERS OF GULF SOUTHWEST,
BANCORP, INC. VOTING TRUST AGREEMENT as of its
effective date, JANUARY 16,1991................................... A-1
EXHIBIT B GULF SOUTHWEST BANCORP, INC. VOTING TRUST
CERTIFICATE....................................................... B-1
EXHIBIT C ADDENDUM AGREEMENT................................................ C -1
</TABLE>
-iii-
<PAGE>
GULF SOUTHWEST BANCORP, INC.
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into this
16th day of January, 1991, by and among certain of the shareholders of Gulf
Southwest Bancorp, Inc., a Texas corporation (the "Corporation"), each of whom
is listed on Exhibit "A" attached hereto and made a part hereof for all purposes
-----------
and has executed a Signature Page for this Agreement, and all subsequent
shareholders of the Corporation who hereafter execute and become parties to this
Agreement as hereinafter provided (individually, a "Subscribing Shareholder" and
collectively the "Subscribing Shareholders"), J. W. Lander, Jr., as Trustee (the
"Trustee"), and the Corporation.
W I T N E S S E T H:
- - - - - - - - - -
A. Each Subscribing Shareholder owns the number of shares of $1.00 par
value Common Stock of the Corporation (the "Common Stock") set forth opposite
his name on Exhibit "A".
-----------
B. The Subscribing Shareholders collectively own a majority of the
issued and outstanding shares of Common Stock of the Corporation.
C. The purpose of this Agreement is to assure the continuation of
productive corporate policies and to better promote the welfare and interests of
the Corporation.
A G R E E M E N T:
- - - - - - - - -
NOW, THEREFORE, in consideration of the mutual agreements set forth below,
the Trustee, the Corporation and the Subscribing Shareholders hereby agree as
follows:
ARTICLE I
SHARES SUBJECT TO AGREEMENT
1.01. SHARES OF STOCK OF THE CORPORATION SUBJECT TO THIS AGREEMENT. The
------------------------------------------------------------
terms of this Agreement shall apply to all shares of Common Stock, (i) now owned
by or hereafter to be issued to the Subscribing Shareholders, (ii) that may be
issued in lieu of such shares for whatever reason, together with any shares
received as a stock dividend, stock split or other division of or upon any of
such shares, and (iii) that may be issued in exchange for such shares pursuant
to any merger, consolidation or other reorganization of the Corporation. All
shares described under this subsection shall collectively be called the
"Shares."
<PAGE>
ARTICLE II
CREATION OF VOTING TRUST
2.01. TRANSFER OF SHARES TO TRUSTEE. Each Subscribing Shareholder hereby
-----------------------------
assigns, transfers and delivers to the Trustee, for the purposes set forth
herein, all of such Subscribing Shareholder's right, title and interest in and
to all of the Shares now owned by such Subscribing Shareholder in the amount set
forth on Exhibit "A" hereto. The certificates representing the Shares shall be
-----------
duly endorsed by the Subscribing Shareholder in blank, or accompanied by proper
instruments of assignment duly endorsed in blank, and shall be delivered to the
Trustee on the execution of this Agreement. All Shares held or received from
time to time by the Trustee under this Agreement shall be held or disposed of by
the Trustee pursuant to the terms and conditions of this Agreement.
2.02. ADDITIONAL STOCK. Each Subscribing Shareholder agrees that any and
----------------
all additional Shares which may be hereafter acquired by such Subscribing
Shareholder shall be tendered on such acquisition to the Trustee to be held
pursuant to the terms of this Agreement. Each Subscribing Shareholder will
assign, transfer and convey such Shares to the Trustee to be held pursuant to
this Agreement. The certificates representing the Shares will be duly endorsed
by the Subscribing Shareholder in blank, or accompanied by proper instruments of
assignment duly endorsed in blank.
2.03. ISSUANCE OF NEW STOCK CERTIFICATES TO TRUSTEE. On receipt of any
---------------------------------------------
certificates for Shares assigned and delivered to the Trustee pursuant to this
Agreement, the Trustee shall surrender the certificates to the Corporation or
its transfer agent for reissuance to the Trustee in the following name:
J.W. Lander, Jr., Trustee under the Gulf Southwest Bancorp, Inc. Voting
Trust Agreement dated January 16, 1991.
A notation that such transfer is made pursuant to this Agreement will be made on
the transfer ledger of the Corporation, and the stock certificates issued to the
Trustee will bear the following legend:
The Shares Represented By This Certificate Are Subject To The Provisions Of
Gulf Southwest Bancorp, Inc. Voting Trust Agreement Dated January 16, 1991,
A Copy Of Which Is Maintained In The Principal Office Of Gulf Southwest
Bancorp, Inc.
2.04. NO SALE OF SHARES. The Trustee shall have no power to sell or
-----------------
otherwise dispose of or encumber any of the Shares deposited pursuant to the
provisions of this Agreement.
2.05. ISSUANCE OF TRUST CERTIFICATES. On delivery to the Trustee of all
------------------------------
the certificates for Shares initially to be deposited in the Voting Trust (and
from time to time thereafter as additional Shares are deposited in the Voting
Trust), the Trustee will issue to each Subscribing
-2-
<PAGE>
Shareholder a certificate in the form attached hereto as Exhibit "B" (the "Trust
-----------
Certificate") which shall represent the number of Trust Shares (as hereinafter
defined) equal to the number of Shares transferred by such Subscribing
Shareholder to the Trustee. As used herein, "Trust Share" or "Trust Shares"
means or represents a unit of participation in the Trust created pursuant to
this Agreement and a corresponding beneficial ownership in the assets of the
Trust. At all times there shall be as many Trust Shares outstanding as there
are Shares standing in the name of the Trustee, but under no circumstances may
fractional Trust Shares be issued. The Trustee shall have the discretionary
authority to make such adjustments as the Trustee deems necessary or appropriate
in any allotment or issuance of Trust Shares to avoid the issuance of fractional
Trust Shares.
2.06. REPRESENTATIONS BY SUBSCRIBING SHAREHOLDERS. Each Subscribing
-------------------------------------------
Shareholder hereby agrees and represents and warrants to the Trustee and to
each of the other Subscribing Shareholders that: (i) the Shares and the Trust
Shares (collectively, the "Securities") are being acquired solely for the
account of the Subscribing Shareholder and not with a view to the distribution
thereof; (ii) no sale, distribution, transfer or other disposition of the
Securities will be made, unless and until, either (A) the Securities have been
duly and effectively registered for resale under the Securities Act of 1933 (the
"Act"), and under any applicable state securities laws, or (B) an exemption from
such registration is available, in the opinion of counsel satisfactory to the
Corporation, with respect to any such proposed sale or disposition; (iii) the
Corporation and the Trustee may place and make appropriate notations in its
record books against the transfer of the Securities; (iv) a restrictive legend
may be placed on any certificates representing the Securities, such restrictive
legend to state that the Securities have not been registered under the Act and
may only be transferred in accordance with this Agreement; (v) the Corporation
and the Trustee may take any other actions which they deem necessary to prevent
any violations of the Act or any other securities law, by reason of the delivery
of the Securities hereunder or any subsequent transaction with respect to the
Securities; (vi) the Securities have not been registered under the Act or any
other securities laws on the basis that the sale of such Securities to the
undersigned is exempt from registration under the Act and such other securities
laws; (vii) the Corporation's and the Trustee's reliance on such exemption are
predicated in part upon the representations and warranties of the Subscribing
Shareholder contained herein; (viii) the Corporation and the Trustee will not be
required to permit or recognize any sale, transfer or other disposition of any
of the Securities at any particular time, or with the passage of time; and (ix)
the Corporation and the Trustee are under no obligation to register the
Securities under the Act or any other securities laws.
2.07. RESTRICTIVE LEGEND. Each Trust Certificate will bear the following
------------------
legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND VOTING
THEREOF IS RESTRICTED BY, THE TERMS AND PROVISIONS OF THAT CERTAIN VOTING
TRUST AGREEMENT, DATED JANUARY 16, 1991, EXECUTED BY CERTAIN OF THE
SHAREHOLDERS OF GULF SOUTHWEST BANCORP, INC. (THE "CORPORATION"), A COPY OF
WHICH IS ON FILE IN THE OFFICES OF THE CORPORATION AND WILL BE FURNISHED TO
THE RECORD
-3-
<PAGE>
HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST BEING MADE
TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER APPLICABLE SECURITIES ACT.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND/OR ANY OTHER APPLICABLE SECURITIES ACT, OR AN
OPINION OF COUNSEL TO THE TRUSTEE THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER SUCH ACT OR ACTS.
2.08. LOST CERTIFICATES. On being presented with evidence satisfactory to
-----------------
the Trustee that a Trust Certificate has been lost, stolen or destroyed, the
Trustee, in its discretion, may issue a new Trust Certificate to the registered
holder of the lost, stolen or destroyed Trust Certificate. The applicant for
such new Trust Certificate shall furnish to the Trustee such indemnity as shall
be satisfactory to the Trustee against any claim, damage or cause of action
arising out of the issuance of the new Trust Certificate.
2.09. RELEASE OF SHARES HELD BY THE TRUSTEE. Prior to the termination of
-------------------------------------
the Trust, the Shares held by the Trustee may be released from the terms and
provisions of this Agreement only on specific authorization and direction to the
Trustee by the holders of a majority of the Trust Shares outstanding.
2.10. ADMISSION OF ADDITIONAL SUBSCRIBING SHAREHOLDERS. The parties
------------------------------------------------
hereto hereby agree that holders of any shares of Common Stock of the
Corporation having general voting powers may at any time become additional
parties to this Agreement by the execution of an Addendum Agreement in the form
substantially the same as attached hereto as Exhibit "C", which Addendum
-----------
Agreement shall bind them to, and grant them the benefits of, this Agreement as
though they were original parties hereto. For this purpose, all the Subscribing
Shareholders hereby appoint the Trustee as their agent and attorney-in-fact to
execute such Addendum Agreement on their behalf and expressly bind all parties
hereto to the Addendum Agreement without further action on the Subscribing
Shareholders' part. However, the Trustee shall have the sole discretion whether
to accept such shares or execute such Addendum Agreement.
ARTICLE III
POWERS AND DUTIES OF TRUSTEE
3.01. COMPENSATION. The Trustee shall be entitled to receive $1.00 for
------------
administering the Voting Trust and this Agreement.
-4-
<PAGE>
3.02. EXPENSES. The Trustee shall have the right to incur and pay such
--------
reasonable expenses and charges, to employ and pay such agents, attorneys and
other persons, as the Trustee may deem necessary and proper for carrying the
Agreement into effect. Moneys to pay any such expenses or charges incurred by
the Trustee may be deducted pro rata by the Trustee from the dividends or other
moneys or property received by the Trustee on the Shares deposited hereunder; or
the Trustee may bill each holder of a Trust Share for his pro rata share of such
expenses or charges incurred, and the holder shall pay to the Trustee at the
office of the Trustee the amount so billed within ten (10) days after the date
of mailing of the bill by the Trustee. Anything herein to the contrary
notwithstanding, the Trustee shall not be obligated to deliver to any holder of
a Trust Share hereunder who is delinquent in the payment of any such bill, any
stock, Trust Certificate, dividends, moneys or other property to which said
owner might otherwise be entitled until such bill shall have been paid, and
until paid, such bill shall constitute a first lien on such stock, Trust
Certificate, dividends, moneys or other property.
3.03. DUTIES AND POWERS OF TRUSTEE. During the term of this Agreement, in
----------------------------
addition to all other powers and authority granted to or vested in the Trustee
by law or by this instrument, the Trustee shall have the power and authority, to
be exercised only in a fiduciary capacity in the best interest of the
Subscribing Shareholders, to do all such acts, take all such proceedings, and
exercise all such rights and privileges in the management of the Voting Trust
and the voting of the Shares as if the Trustee were the absolute owner thereof,
subject to the provisions of Article IV hereof.
3.04. AUTHORITY OF TRUSTEE. No party dealing with the Trustee in relation
--------------------
to the Voting Trust in any manner whatsoever, and (without limiting the
foregoing) no party to whom property or any part thereof or any interest therein
shall be conveyed, contracted to be sold, sold, or mortgaged or pledged by the
Trustee, shall be obligated (a) to see to the application of any purchase money
or money borrowed or otherwise advanced on the Shares or other property of the
Voting Trust; (b) to see that the terms of this Agreement have been complied
with; (c) to inquire into the authority, necessity or expediency of any act of
the Trustee; or (d) to inquire into any of the terms of this Agreement. Every
security agreement, stock power, or other instrument executed by the Trustee in
relation to the Voting Trust shall be conclusive evidence in favor of every
person claiming any right, title or interest thereunder (a) that at the time of
delivery thereof the Voting Trust created hereunder was in full force and
effect; (b) that such instrument was executed in accordance with the terms and
conditions of this Agreement and all amendments hereof, if any, and is binding
upon the Subscribing Shareholders hereunder; (c) that the Trustee was duly
authorized and empowered to execute and deliver every such instrument; or (d) if
a conveyance has been made to a successor or successors in trust, that such
successor or successors have been properly appointed and fully vested with all
the title, estates, rights, powers, duties, and obligations of its, his or their
predecessor in trust.
3.05. DIVIDENDS. The Trustee will collect and receive all cash or
---------
property dividends that are paid on the Shares deposited in the Voting Trust,
and, as soon as practicable after receipt, subject to the satisfaction of any
costs and expenses as provided in Section 3.02 hereof such dividends shall be
paid pro rata to the Subscribing Shareholders. Any dividends of Shares made
-5-
<PAGE>
upon the Shares shall be received and held by the Trustee pursuant to the terms
of this Agreement. The Trustee shall, within thirty (30) days after the receipt
of any such share dividend, issue Trust Certificates to the Subscribing
Shareholders to evidence additional Shares received by the Trustee.
3.06. SUBSCRIPTION RIGHTS. In the event any securities of the
-------------------
Corporation, whether now or hereafter authorized, shall be offered to the
holders of Shares, the Trustee, on receipt of notice of such offer, shall mail a
copy of such notice to each Subscribing Shareholder. For a period ending on the
date ten (10) days prior to the date set by the Corporation for subscription for
the securities offered, each Subscribing Shareholder will have the option to
require the Trustee to purchase and acquire a proportionate share of the
securities offered by delivering to the Trustee within such period a written
notice of exercise of such option and tendering to the Trustee the purchase
price for such securities. On acquisition of such additional securities, the
Trustee will issue and deliver to the respective Subscribing Shareholders
certificates representing the number of securities purchased pursuant to such
Subscribing Shareholder's exercise of the option granted in this Section.
3.07. REMOVAL AND REPLACEMENT OF TRUSTEE; SUBSTITUTE TRUSTEE. Any Trustee
------------------------------------------------------
may be removed from office at any time by the written vote of the holders of a
majority of the Trust Shares then subject to the Agreement. If any vacancy in
the Trustee shall occur by death, incapability, resignation, removal or
otherwise, such vacancy shall be filled by a Substitute Trustee (the "Substitute
Trustee") to be appointed by the holders of a majority of the Trust Shares then
subject to the Agreement. Any such Substitute Trustee shall have all the
rights, powers, privileges and authority granted the Trustee by this Agreement
and any amendment or supplement hereto.
3.08. NO BOND. Any person or persons appointed to act as Trustee or
-------
Substitute Trustee under this Agreement shall not be required to obtain any bond
or other security by virtue of the Texas Trust Code or otherwise.
3.09. LIABILITY OF TRUSTEE. The Trustee shall not be personally liable
--------------------
for any error of judgment nor for any act done or omitted, nor for any mistake
of fact or law, nor for anything which it may do or refrain from doing in good
faith, nor generally shall the Trustee have any accountability hereunder other
than for acts undertaken in bad faith. Under no circumstances shall the Trustee
be personally liable or responsible for actions or omissions of the management
of the Corporation.
3.10. TRUSTEE'S RELATIONSHIP WITH THE CORPORATION. Any Trustee, and any
-------------------------------------------
firm or corporation of which he may be a member, agent, or employee and any
corporation, trust or association of which he may be a trustee, stockholder,
director, officer, agent, or employee may contract with or become pecuniarily
interested, directly or indirectly, in any matter or transaction to which the
Corporation may be a party or in which it may be concerned, as fully as though
such Trustee were not a Trustee hereunder, provided that full disclosure of such
matter or transaction is made by the Trustee to the Subscribing Shareholders.
The Trustee may act as a
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director or officer, or in any other capacity, of the Corporation, and may
receive compensation in any such capacity.
3.11. TRUSTEE AS SUBSCRIBING SHAREHOLDER. Any Subscribing Shareholder
----------------------------------
hereof who is also the Trustee hereof shall be able to vote as a Subscribing
Shareholder on any matter and shall not have any of his rights, titles or
interests as Subscribing Shareholder impaired or limited in any manner because
such Subscribing Shareholder is the Trustee.
3.12. POWER OF ATTORNEY.
-----------------
(a) Each Subscribing Shareholder hereby irrevocably severally
appoints and constitutes the Trustee, and the Trustee's successors and
assigns hereunder, as such Subscribing Shareholder's true and lawful
attorney-in-fact, with full power and authority, on his behalf and in his
name, to execute, acknowledge, swear to, and deliver such instruments and
documents, including without limitation the Trust Shares and assignments
thereof, as may be necessary or reasonably appropriate for such Subscribing
Shareholder to comply with and effectuate the terms of this Agreement.
(b) The Power of Attorney granted by each Subscribing Shareholder
to the Trustee under paragraph (a) above, is a special power coupled with
an interest and is irrevocable. Such power of attorney shall survive the
death or legal disability of a Subscribing Shareholder and any Transfers or
abandonment of his Trust Shares.
ARTICLE IV
VOTING AND ACTION BY TRUSTEE AND SUBSCRIBING SHAREHOLDERS
4.01. VOTING OF SHARES. While the Trustee holds the Shares, the Trustee
----------------
shall be entitled to exercise, in person or by his nominees, agents, attorneys-
in-fact, or proxies, all voting rights and powers and to vote, assent, or
consent with respect thereto and to take part in and consent to any corporate or
shareholders' actions as set forth herein; provided, however, that the Trustee
shall not vote in favor of or execute any consent with respect to: (a) increases
in capital stock; (b) sales or mortgages of substantially all of the assets of
the Corporation; (c) dissolution of the Corporation; (d) charter amendments; (e)
consolidation or merger; or (f) partial liquidation, except with the written
consent of the holders of sixty-six and two-thirds percent (66-2/3%) or more of
the Trust Shares outstanding. No other person shall have any voting rights in
respect to the Shares so long as this Agreement is in effect and the Shares are
registered in the name of the Trustee or the Trustee's substitute. In voting
the stock held by the Trustee hereunder, the Trustee shall exercise the
Trustee's best business judgment.
4.02. MEETINGS OF HOLDERS OF TRUST SHARES. Any holder or holders of
-----------------------------------
twenty-five (25%) of the Trust Shares may call a special meeting of such holders
for any purpose provided under this Agreement by providing ten (10) days' prior
written notice to the other holders of
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Trust Shares of the date, place and purpose of such meeting. Each Trust Share
owned by a holder shall be counted as one vote in determining any matter and for
all other purposes of such meeting.
ARTICLE V
TRANSFERS AND ASSIGNMENTS OF TRUST SHARES
5.01. RESTRICTIONS AGAINST TRANSFER. During the term of this Agreement,
-----------------------------
no Trust Shares shall be Transferred (as hereinafter defined) except in
accordance with applicable federal and state securities laws and all other
applicable laws and regulations. Each Trust Certificate representing the Trust
Shares being transferred shall bear a legend as to the applicable restriction on
transferability in order to ensure compliance with this Agreement and with
applicable federal and state securities laws. As used in this Agreement, the
term "Transfer" shall mean any sale, transfer, pledge, hypothecation, or other
disposition (by gift or otherwise), voluntarily, involuntarily or by operation
of law, to any person.
5.02. TRANSFERS AND ASSIGNMENTS TO SUCCESSORS.
---------------------------------------
(a) Each Subscribing Shareholder covenants that he will not
attempt to make any sale, transfer, or other disposition of the legal or
beneficial ownership of any Trust Shares, except in accordance with the
terms set forth in Section 5.01(a) above. In the event any transfer or
assignment of the Trust Shares is made, the successor shall be subject to
the terms of this Agreement in the same manner and to the same extent as if
said assignee or transferee were an original Subscribing Shareholder, and
the term "Subscribing Shareholder" as used in this Agreement shall mean all
persons signing this Agreement and their successors.
(b) As a condition to any transfer or assignment of all or a part
of the Trust Shares owned by him to a successor, as provided in Section
5.02(a) above, such Subscribing Shareholder shall (i) give notice to the
Trustee and to all other Subscribing Shareholders of the number of Trust
Shares so transferred or assigned, and the name(s) and address(es) of such
successor(s); and (ii) obtain and deliver to the Trustee the written
consent of such successor(s) to be bound by the terms of this Agreement in
the form of Exhibit "C" hereto.
-----------
ARTICLE VI
TERM OF VOTING TRUST
6.01. IRREVOCABILITY OF TRUST. The Voting Trust created by this Agreement
-----------------------
is expressly declared to be irrevocable, except as otherwise provided in this
Agreement.
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6.02. AMENDMENT AND TERMINATION. This Agreement may be amended or
-------------------------
terminated at any time by the written agreement of holders owning at least a
majority of the Trust Shares subject to this Agreement; provided, however, that
in no event may the terms or provisions of this Agreement, as amended, unjustly
discriminate against any particular Subscribing Shareholder; provided, further,
that no amendment shall increase the obligations of any Subscribing Shareholder
under this Agreement unless the amendment has been executed by such Subscribing
Shareholder. Any person who transfers all of his Trust Shares pursuant to the
provisions of this Agreement shall cease to be a party to the Agreement and
shall have no further rights hereunder.
6.03. RETURN OF SHARE CERTIFICATES AFTER TERMINATION. Upon termination of
----------------------------------------------
this Agreement, the Trustee shall deliver to the Subscribing Shareholders stock
certificates representing the number of shares of Common Stock in respect of
which the Trust Certificates were issued, upon the surrender of the Trust
Certificates properly endorsed.
6.04. TERMINATION BY FORECLOSURE. In the event any person acquires any
--------------------------
Shares by foreclosure or similar proceeding, such Shares shall be released from
the terms and provisions of this Agreement.
6.05. FINAL ACCOUNTING. Within thirty (30) days after termination of the
----------------
Voting Trust, the Trustee shall pay all expenses of the Voting Trust or make
reserves therefor, render a final accounting to the Subscribing Shareholders and
shall deliver any funds or other assets held by the Trustee to the parties
entitled thereto.
6.06. AGREEMENT TO BE FILED. A counterpart of this Agreement shall be
---------------------
deposited with the Corporation at its principal office in Houston, Texas. The
Agreement shall be subject to the same right of examination by any shareholder
of the Corporation, in person or by agent or attorney, as are the books and
records of the Corporation, and shall be subject to examination by any
Subscribing Shareholder, in person or by agent or attorney, at any reasonable
time for any proper purpose.
ARTICLE VII
MISCELLANEOUS
7.01. NOTICES. Any notice required to be given pursuant to this Agreement
-------
must be in writing and may be given by registered or certified mail and, if
given by registered or certified mail, shall be deemed to have been given and
received forty-eight (48) hours after a registered or certified letter
containing such notice, properly addressed with postage prepaid, is deposited in
the United States mail; and if given other than by registered or certified mail,
it shall be deemed to have been given when actually delivered to and received by
the party to whom addressed. Notices shall be given to the parties hereto at
the following addresses:
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To Subscribing Shareholders:
To each Subscribing Shareholder at his address as shown on Exhibit "A"
-----------
attached hereto.
To Trustee:
J. W. Lander, Jr.
4200 Westheimer, Suite 210
Houston, Texas 77027
Any party to this Agreement may, by giving five (5) days' written notice to the
other parties to this Agreement, designate another address in substitution of
the foregoing address to which notices shall be given.
7.02. SPECIFIC PERFORMANCE. The parties to this Agreement declare that
--------------------
they will be irreparably damaged in the event that this Agreement is not
specifically enforced and that it is impossible to measure in money the damages
which will accrue to a party to this Agreement, his heirs, executors,
successors, assigns, administrators and other legal representatives, by reason
of a failure to perform any of the provisions of this Agreement. Therefore, if
a party to this Agreement, its successors, assigns, heirs, executors,
administrators and other legal representatives shall institute any action or
proceeding to enforce the provisions of this Agreement, any person against whom
such action or proceeding is brought hereby agrees that specific performance may
be sought and obtained for any breach of this Agreement, without the necessity
of proving actual damages. In any action or proceeding based on this Agreement
for specific performance or injunctive relief, the Subscribing Shareholders, the
Corporation and the Trustee waive any claim or defense that the remaining
Subscribing Shareholders or the Trustee has an adequate remedy at law.
7.03. ASSIGNMENT. This Agreement shall be binding upon and inure to the
----------
benefit of the parties hereto, their respective executors, administrators, other
legal representatives, successors and assigns. In the event any Subscribing
Shareholder shall transfer any of his Trust Shares in any manner, such
Subscribing Shareholder may transfer such Trust Shares only if the transferee
thereof has agreed in writing to become a party to and bound by this Agreement.
For the purposes hereof, any transferee, as to such Trust Shares, thenceforth
shall be considered a Subscribing Shareholder and shall be entitled to any
rights and subject to all obligations under this Agreement.
7.04. SEVERABILITY. In the event any one or more of the provisions
------------
contained in this Agreement for any reason shall be held to violate any laws,
regulations or requirements of the United States or the State of Texas or any
regulatory body thereof, or any provision of the Articles of Incorporation or
Bylaws of the Corporation, the parties' obligations hereunder shall be modified
in accordance with such law, provision or regulation in a manner which shall
implement the intent of this Agreement to the maximum extent practicable. In
the event that
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such provision is voided by such law, provision or regulation, only such
provision shall be voided, and the remainder of the Agreement shall remain in
full force and effect.
7.05. ENTIRE AGREEMENT. The Voting Trust Agreement of Gulf Southwest
----------------
Bancorp, Inc., dated as of June 1, 1983, is hereby revoked and terminated. This
Agreement contains the entire agreement between the parties with respect to the
subject matter of this Agreement.
7.06. WAIVER. No term or condition of this Agreement shall be deemed to
------
have been waived, nor shall there be any estoppel to enforce any provision of
this Agreement, except by written instrument signed by the party charged with
such waiver or estoppel.
7.07. ATTORNEYS' FEES. If any action at law or in equity, including an
---------------
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees from the other party or parties, which fees may be set by the
court in the trial of such action or may be enforced in a separate action
brought for that purpose, and which fees shall be in addition to any other
relief which may be awarded.
7.08. SINGULAR, PLURAL, PRONOUNS, ETC. Whenever the context hereof shall
--------------------------------
so require, the singular shall include the plural, the male gender shall include
the female gender and the neuter, and vice versa.
7.09. HEADINGS. The headings contained in this Agreement are for purposes
--------
of reference only and shall not limit or otherwise affect the meaning of any of
the provisions contained herein.
7.10. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
---------------------
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
7.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the Subscribing Shareholders, the Corporation and the
Trustee have executed the Signature Pages and this Agreement on, and effective
as of, the date and year first written above. The spouses of the Subscribing
Shareholders execute the Signature Pages and this Agreement in acknowledgment of
their agreement to be bound by the terms hereof; provided, however, that their
signature in no way constitute an acknowledgment that the interests created
hereby or the income therefrom are community property.
TRUSTEE:
_______________________________________________
J. W. Lander, Jr.
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GULF SOUTHWEST BANCORP, INC.
By:____________________________________________
Name:______________________________________
Title:_____________________________________
SUBSCRIBING SHAREHOLDERS:
_______________________________________________
______________________________________________,
Subscribing Shareholder
_______________________________________________
______________________________________________,
Spouse of Subscribing Shareholder
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