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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 1, 1999
STERLING BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Texas 0-20750 74-2175590
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
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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 1, 1999, Sterling Bancshares, Inc. ("Sterling") completed
the acquisition of B.O.A. Bancshares, Inc., a Texas corporation and a registered
bank holding company ("B.O.A."). Pursuant to the Agreement and Plan of Merger
dated as of February 24, 1999 (the "Merger Agreement"), among Sterling, Sterling
Bancorporation, Inc. ("Bancorporation"), a wholly owned subsidiary of Sterling,
and B.O.A., B.O.A. merged with and into Bancorporation with Bancorporation as
the surviving entity.
Pursuant to the Merger Agreement, each issued and outstanding share of
B.O.A. 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 1.1 shares of Sterling common stock, par
value $1.00 per share ("Sterling Common Stock"), for a total of 1,854,600 shares
of Sterling Common Stock. The transaction was structured as a tax-free exchange
to B.O.A. shareholders, and was accounted for as a pooling of interests.
B.O.A. operates three banking offices in Houston, Texas.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED AND PRO FORMA FINANCIAL
INFORMATION
The transaction described in Item 5 did not constitute an acquisition
of a significant amount of assets and, therefore, did not require the furnishing
of separate financial statements of B.O.A. and pro forma financial information.
(B) 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: June 1, 1999
By: /s/ George Martinez
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George Martinez
Chairman and Chief
Executive Officer
