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): May 17, 2007
Southside Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-12247 75-1848732
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1201 S. Beckham, Tyler, Texas 75701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (903) 531-7111
NA
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under Securities Act (17 CFR
230-425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 17, 2007, Southside Bancshares, Inc. and Fort Worth Bancshares,
Inc., the bank holding company of Fort Worth National Bank, entered into an
Agreement and Plan of Merger that provides for the merger of Fort Worth
Bancshares, Inc. ("Fort Worth") with a wholly-owned subsidiary of Southside
Bancshares, Inc. ("Southside").
Under the terms of the Agreement and Plan of Merger, Southside will
acquire all of the outstanding shares of common stock of Fort Worth for cash
consideration of $52.00 per share, subject to downward adjustments in certain
circumstances. The aggregate consideration will be approximately $36.5 million.
Southside and Fort Worth have also made customary representations, warranties
and covenants in the Agreement and Plan of Merger.
The Agreement and Plan of Merger has been approved by the boards of
directors of both companies, and the board of directors of Fort Worth will
recommend to its shareholders that the merger be approved. The merger is
expected to be consummated in the third quarter of 2007. Consummation of the
merger is subject to regulatory review and approval, the approval of the
shareholders of Fort Worth and customary closing conditions. No assurance can be
given that the conditions to closing the transactions contemplated by the
Agreement and Plan of Merger will be satisfied, or that the merger ultimately
will be consummated.
A copy of the press release regarding the acquisition is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(D) Exhibits. The following materials are furnished as exhibits to this
Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
------ ----------------------
99.1 Announcement of Agreement and Plan of Merger by and between Fort Worth
Bancshares, Inc. and Southside Bancshares, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Southside Bancshares, Inc.
Date: May 17, 2007 By: /s/ Lee R. Gibson
------------------------------------
Lee R. Gibson, CPA
Executive Vice President and
Chief Financial Officer