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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 31, 1998
STERLING BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 0-20750 74-2175590
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENFICATION NO.)
15000 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(713) 466-8300
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
(a) On June 30, 1998, after obtaining the requisite regulatory approvals
and the required approval by the affirmative vote of two-thirds of the
stockholders of Humble National Bank ("Humble"), a national banking association,
Sterling Bancshares, Inc. ("Sterling"), a Texas corporation and a registered
bank holding company under the Bank Holding Company Act of 1956, as amended,
acquired Humble, through a consolidation pursuant to Section 215 of the National
Bank Act. Pursuant to the Agreement and Plan of Consolidation dated as of June
30, 1998, as amended, (the "Consolidation Agreement") among Sterling, Sterling
Bancorporation, Inc. ("Bancorporation"), a wholly owned subsidiary of Sterling,
New Humble Bank ("Consolidation Subsidiary"), an interim Texas banking
association and a wholly owned subsidiary of Bancorporation and Humble,
Consolidation Subsidiary consolidated with and into Humble with Humble as the
surviving entity.
Pursuant to the Consolidation Agreement, each issued and outstanding share
of Humble Common Stock, par value $1.00 per share (other than shares held by
Sterling or its subsidiaries and shares held by dissenting stockholders), was
converted into the right to receive .6036 shares of Sterling common stock, par
value $1.00 per share ("Sterling Common Stock"), for a total of 855,000 shares
of Sterling Common Stock. The transaction was structured as a tax-free exchange
to Humble shareholders, and was accounted for as a pooling of interests.
Humble operates a banking office in Humble, Texas, an area northeast of
Houston, Texas.
(b) On July 2, 1998, after obtaining the requisite regulatory approvals,
Sterling acquired 440 shares of common stock (the "Additional Investment")
representing 40% of the issued and outstanding shares of common stock of CMCR
Holding Company, a Delaware corporation ("CMCR"), in exchange for shares of
Sterling Common Stock. Pursuant to the Share Exchange Agreement, dated July 2,
1998, among Sterling and the shareholders of CMCR, Sterling exchanged 296,289
shares of Sterling Common Stock for the Additional Investment.
CMCR is the parent holding company of Sterling Capital Mortgage Company, a
Texas corporation (the "Mortgage Company"). The Mortgage Company, which is
headquartered in Houston, Texas, originates and services single family
residential mortgage loans through its offices in Texas, Arizona, Colorado,
Florida, Illinois, Nevada and North Carolina.
As a result of this Additional Investment, Sterling owns 80% of the common
stock of CMCR. The Additional Investment will be accounted for under the
purchase method.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A-B) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED AND PRO FORMA FINANCIAL
INFORMATION
Neither of the transactions described in Item 5 constituted an acquisition
of a significant amount of assets and, therefore, did not require the furnishing
of separate financial statements of Humble or CMCR and pro forma financial
information.
(C) EXHIBITS
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STERLING BANCSHARES, INC.
Date: July 31, 1998
By: /s/ George Martinez
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George Martinez
Chairman
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