1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File Number 0-10849
SOUTHSIDE BANCSHARES CORP.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-1262037
-------------------------------------------------------------- -----------------------------------
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)
3606 GRAVOIS AVENUE, ST. LOUIS, MISSOURI 63116
-------------------------------------------------------------- -----------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (314) 776-7000
------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 PAR VALUE
--------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- ------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by references in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 23, 2001, the aggregate market value, computed by the
average bid and asked prices, of the voting stock held by non-affiliates of the
Registrant was approximately $47,663,000.
As of March 23, 2001, the number of shares outstanding of the
Registrant's common stock, $1.00 par value, was 8,415,528.
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference herein include portions of the
Registrant's Annual Report to Shareholders for the fiscal year ended December
31, 2000 (Part I and Part II).
================================================================================
2
PART I
ITEM 1. BUSINESS
(a) General
Southside Bancshares Corp. ("Southside") was incorporated under the
laws of the State of Missouri on January 25, 1982. Southside became a registered
bank holding company on January 3, 1983 when South Side National Bank in St.
Louis merged with a wholly-owned subsidiary of Southside. The wholly-owned
subsidiary of Southside now continues banking operations under the name "South
Side National Bank in St. Louis." Prior to such merger, Southside was not
actively involved in any banking operations. Southside's principal office is
located at 3606 Gravois Avenue, St. Louis, Missouri 63116.
Southside, through its subsidiary banks, is primarily engaged in
commercial banking and providing trust services. Southside and its subsidiaries
had, at December 31, 2000, consolidated total assets of approximately $737
million. The following table shows the year of acquisition, total assets, total
loans and total deposits at December 31, 2000, before elimination of
intercompany accounts, of each of Southside's wholly-owned subsidiary banks, all
of which are located in Missouri.
(in thousands)
Year of ---------------------------------------------------------
Bank Acquisition Total Assets Total Loans Total Deposits
---- ----------- ------------ ----------- --------------
South Side National Bank in St. Louis 1983 $ 498,300 $ 307,350 $ 370,353
State Bank of Jefferson County 1983 $ 73,806 $ 55,048 $ 64,372
Bank of Ste. Genevieve 1985 $ 95,528 $ 58,153 $ 82,742
The Bank of St. Charles County 1986 $ 63,060 $ 42,855 $ 56,943
Southside's subsidiary banks, which operated 17 banking offices in
Missouri during 2000, are engaged in the general banking business of accepting
funds for deposit, making loans, renting safe deposit boxes and performing such
other banking services as are usual and customary in banks of similar size and
character. All of the subsidiary banks offer real estate, commercial and
consumer loans. Customers of all subsidiary banks are offered regular checking,
interest-bearing checking, money market, savings, certificates of deposit and
IRA accounts. South Side National Bank in St. Louis, State Bank of Jefferson
County and The Bank of St. Charles County also provide Star and CIRRUS 24-hour
automated teller machines. Bank of Ste. Genevieve has two 24-hour banking
machines on the Shazam and CIRRUS automated teller networks. South Side National
Bank in St. Louis also provides 24-hour automated teller machines at its
Customer-Bank Communications Terminal branches in St. Anthony's Medical Center
located at 10010 Kennerly Road, St. Louis County, Missouri 63128 and 1408 North
Kingshighway, St. Louis, Missouri 63113.
Customers of all of the subsidiary banks are also offered the services
of the trust department of South Side National Bank in St. Louis. At December
31, 2000, the combined market value of trust assets, including fiduciary and
custodial accounts was approximately $223 million, which are not included in the
consolidated assets of Southside as they do not represent assets of Southside.
The responsibility for the management of the subsidiary banks remains
with the officers and directors of the respective banks. Southside provides the
subsidiary banks with assistance and
2
3
service in auditing, record keeping, tax planning, trust operations, new
business development, lending, regulatory compliance and human resources
management.
Southside has seven officers. Southside utilizes, to the extent
necessary, the officers, employees and services of its banking subsidiaries. On
December 31, 2000, Southside and its wholly-owned subsidiaries had 250 full-time
employees and 37 part-time employees.
The information on page 3 and pages 47-50 of the Southside Bancshares
Corp. 2000 Annual Report to Shareholders is incorporated herein by reference.
(b) Supervision and Regulation
Southside is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "BHCA"), and, as such, is subject
to regulation, supervision and examination by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). Registered bank holding
companies are required to file quarterly and annual reports with the Federal
Reserve Board and to provide the Federal Reserve Board with such additional
information as the Federal Reserve Board may require pursuant to the BHCA.
The BHCA requires bank holding companies to obtain prior approval from
the Federal Reserve Board before (1) acquiring (except in certain limited
circumstances) direct or indirect ownership or control of more than 5% of the
voting shares of any bank, (2) acquiring all or substantially all of the assets
of any bank, or (3) merging or consolidating with any other bank holding
company. In determining whether to approve a proposed acquisition, merger or
consolidation, the Federal Reserve Board is required to take into consideration
the financial and managerial resources and future prospects of the company or
companies and the banks concerned, and the convenience and needs of the
community to be served.
Missouri law provides that a bank holding company may not obtain
control of any bank or depository financial institution if as a result of the
acquisition the total deposits in such bank or institution together with the
total deposits of all banks and depository financial institutions located in the
State of Missouri controlled by the bank holding company would exceed 13% of the
total deposits of all depository financial institutions in the state, including
banks, thrifts and credit unions. In computing the total deposits in all banks
controlled by the bank holding company and the bank which the holding company
seeks to acquire, certificates of deposit in the face amount of $100,000 or
more, deposits from sources outside the United States and deposits of banks
other than banks controlled by the bank holding company are to be deducted.
The BHCA further prohibits a bank holding company, with certain
exceptions, from engaging in and from acquiring direct or indirect ownership or
control of more than 5% of the voting shares of any company engaged in a
business other than that of banking, managing and controlling banks, or
furnishing services to its affiliated banks. An exception to this prohibition
provides that a bank holding company may engage in, and may own shares of
companies engaged in, certain businesses which the Federal Reserve Board has
determined to be so closely related to banking as to be a proper incident
thereto. The Federal Reserve Board has adopted regulations specifying areas of
activity which it regards as so closely related to banking or the managing of
banks as to be permissible for bank holding companies under the law, subject to
Board approval in individual cases. Southside is not engaged in any such
non-banking activities.
3
4
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994, bank holding companies have the right to expand, by acquiring existing
banks, into all states, even those which had theretofore restricted entry,
subject to state deposit caps and a 10% nationwide deposit cap. This legislation
also provides that, subject to future action by individual states, a holding
company has the right to convert the banks which it owns in different states to
branches of a single bank. States were permitted to "opt out" of this full
interstate branching provision prior to the effective date, but could not "opt
out" of the law allowing bank holding companies from other states to enter such
states. Missouri, in which all of Southside's subsidiary banks are located, did
not "opt out" of the interstate branching provisions of this legislation.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies the following capital standards for
depository institutions: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. A depository institution is "well capitalized" if it
significantly exceeds the minimum level required by regulation for each relevant
capital measure, "adequately capitalized" if it meets each such measure,
"undercapitalized" if it fails to meet any such measure, "significantly
undercapitalized" if it is significantly below any such measure, and "critically
undercapitalized" if it fails to meet any critical capital level set forth in
the regulations. The FDICIA requires a bank that is determined to be
undercapitalized to submit a capital restoration plan, and the bank's holding
company must guarantee that the bank will meet its capital plan, subject to
certain limitations. The FDICIA also prohibits banks from making any capital
distribution or paying any management fee if the bank would thereafter be
undercapitalized.
The FDICIA grants the Federal Deposit Insurance Corporation ("FDIC")
authority to impose special assessments on insured depository institutions to
repay FDIC borrowings from the United States Treasury or other sources and to
establish semiannual assessment rates on Bank Insurance Fund ("BIF") member
banks so as to maintain the BIF at the designated reserve ratio defined in
FDICIA. FDICIA also requires the FDIC to implement a risk-based insurance
assessment system pursuant to which the premiums paid by a depository
institution are based on the probability that the BIF will incur a loss in
respect of such institution. The FDIC has adopted a deposit insurance assessment
system that places each insured institution in one of nine risk categories based
on the level of its capital, evaluation of its risks by its primary state or
federal supervisor, statistical analysis and other information.
The Economic Growth and Regulatory Paperwork Reduction Act of 1996
("EGRPRA") streamlined the non-banking activities application process for
well-capitalized and well-managed bank holding companies. Under EGRPRA,
qualified bank holding companies may commence a regulatory approved non-banking
activity without prior notice to the Federal Reserve Board. Written notice is
required within ten days after commencing the activity. Under EGRPRA, the prior
notice period is reduced to 12 days in the event of any non-banking acquisition
or share purchase, assuming the size of the acquisition does not exceed 10% of
risk-weighted assets of the acquiring bank holding company and the consideration
does not exceed 15% of Tier I capital. The foregoing prior notice requirement
also applies to commencing non-banking activity de novo which has been
previously approved by order of the Federal Reserve Board, but not yet
implemented by regulations.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve Act on any extensions of credit to
the bank holding company or any of its other subsidiaries, on investments in the
stock or other securities thereof, and on the taking of such stock or securities
as collateral for loans to any borrower. Further, under the BHCA and regulations
of the
4
5
Federal Reserve Board, a bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property, or furnishing of services.
The primary subsidiary of Southside, South Side National Bank in St.
Louis, is a national bank and, as such, its primary bank regulatory authority is
the Office of the Comptroller of the Currency. A national bank is also subject
to regulations of the Federal Reserve Board and the FDIC. Banks organized under
state law which are members of the Federal Reserve System are regulated and
examined primarily by the Federal Reserve Board and state banking authorities,
while banks organized under state law which are not members of the Federal
Reserve System are regulated and examined primarily by the Federal Deposit
Insurance Corporation and state banking authorities. The Bank of Ste. Genevieve
is a state-chartered bank which is a member of the Federal Reserve System, while
State Bank of Jefferson County and The Bank of St. Charles County are
state-chartered banks which are not members of the Federal Reserve System.
Regulation by the federal and state banking authorities is designed to protect
depositors rather than shareholders.
Subsidiary bank dividends are the principal source of revenue to
Southside, although management fees may be charged to cover services rendered to
such subsidiary banks. The ability of each subsidiary bank to pay such dividends
to Southside is subject to limitations established by various state and federal
laws and regulations. Banks organized under either federal or state laws are
limited in the amount of dividends that they may declare, depending upon the
amount of their capital and surplus, and in certain instances must obtain
regulatory approval before declaring dividends. Under the National Banking Act,
until a national bank's surplus equals or exceeds the amount of its capital, no
dividend may be declared unless at least one-tenth of the national bank's net
profit earned since declaration of the last dividend has been transferred to
surplus. Under federal law, regulatory approval is required for any dividend by
a national bank or a state-chartered bank which is a member of the Federal
Reserve System if the total of all dividends declared by the bank in any
calendar year would exceed the total of its net income for that year combined
with its retained net income for the preceding two years, less any required
transfers to surplus. Under Missouri law, a state-chartered bank which is not a
member of the Federal Reserve System whose surplus account for each dividend
period does not equal at least 40% of the amount of its capital stock is
required to transfer to its surplus account 10% of its net income for such
dividend period. Retained earnings in excess of any such required transfer to
surplus are available for dividends. In addition, sound banking practices
require the maintenance of adequate levels of capital. Federal regulatory
authorities have adopted standards for the maintenance of capital by banks, and
adherence to such standards may further limit the ability of banks to pay
dividends.
The Gramm-Leach-Bliley Act (the "GLB Act") repealed certain
restrictions of the Glass-Steagall Act relating to banks affiliating with
securities firms. The GLB Act also permits bank holding companies to engage in a
statutorily provided list of financial activities, including insurance and
securities underwriting and agency activities, and authorizes activities that
are "complementary" to financial activities and "financial in nature."
Activities that are expressly deemed to be financial in nature include, among
other things, securities and insurance underwriting and agency, investment
management and merchant banking. The Federal Reserve Board and the Treasury
Department, in cooperation with one another, must determine what additional
activities are "financial in nature." With certain exceptions, the GLB Act
similarly expands the authorized activities of subsidiaries of national banks.
5
6
Bank holding companies that intend to engage in the newly authorized
activities under the Financial Services Act must elect to become "financial
holding companies." Financial holding company status is only available to a bank
holding company if all of its affiliated depository institutions are "well
capitalized" and "well managed," based on applicable banking regulations, and
have a Community Reinvestment Act rating of at least "a satisfactory record of
meeting community credit needs." Financial holding companies and banks may
continue to engage in activities that are financial in nature only if they
continue to satisfy the well capitalized and well managed requirements. Bank
holding companies that do not elect to be financial holding companies or that do
not qualify for financial holding company status may engage only in non-banking
activities deemed "closely related to banking" prior to adoption of the
Financial Services Act.
The Financial Services Act is likely to be the subject of extensive
rule making by federal banking regulators and others. The effects of this
legislation will only begin to be understood over the next several years and at
this time cannot be predicted with any certainty.
The references in this section to various aspects of supervision and
regulation are brief summaries which do not purport to be complete and which are
qualified in their entirety by reference to applicable laws, rules and
regulations. Any change in applicable laws or regulations may have a material
effect on the business and prospects of Southside. The operations of Southside
may be affected by legislative changes and by the policies of various regulatory
authorities. Southside is unable to predict the nature or the extent of the
effects on its business and earnings that fiscal or monetary policies, economic
controls or new federal or state legislation may have in the future.
The information contained in note 12 of the Notes to Consolidated
Financial Statements on pages 41 and 42 of the Southside Bancshares Corp. 2000
Annual Report to Shareholders is incorporated herein by reference.
(c) Competition
Southside and its subsidiaries encounter substantial competition in all
aspects of their banking activities. New banks may be established in the market
areas of the subsidiary banks, and the location of existing banks may be moved
on occasion. In addition, competing banks and competing bank holding companies
are continuing to establish separate banking facilities or branches which have
been permitted under Missouri law since 1972. Any such new or relocated banks
and facilities may have a tendency to increase the competition faced by the
subsidiary banks. Missouri law permits unlimited, state-wide branching for both
national and state-chartered banks, subject to certain criteria.
As lenders, the subsidiary banks compete not only with other banks but
also with savings and loans associations, credit unions, finance companies,
insurance companies and other non-banking financial institutions that offer
credit. The subsidiary banks also compete for savings and time deposits with
other banks, savings and loan associations, credit unions, money market and
mutual funds, and issuers of commercial paper, securities and various forms of
fixed and variable income investments. The principal competitive factors in the
markets for deposits and loans are interest rates paid and interest rates
charged, along with related services; accessibility to customers is also a
substantial factor.
6
7
(d) Monetary Policy and Economic Conditions
The principal sources of funds to banks and bank holding companies are
deposits, stockholders' equity and borrowed funds. Stockholders' equity is
represented by common stock, surplus and retained earnings, as well as current
net income. Borrowed funds include short, intermediate and long-term debt, as
well as federal funds purchased and securities sold under agreements to
repurchase. The availability of these various sources of funds and other
potential sources, such as preferred stock, convertible securities and
commercial paper, and the extent to which they are utilized, depends on many
factors, the most important of which are the monetary policies of the Federal
Reserve Board and the relative costs of different types of funds.
An important function of the Federal Reserve Board is to regulate the
national supply of bank credit. Among the instruments of monetary policy used by
the Federal Reserve Board to implement these objectives are open market
operations in United States Government Securities, changes in the discount rate
on bank borrowings and changes in reserve requirements against bank deposits.
The foregoing means are used in varying combinations to influence overall growth
of bank loans. Investments and deposits may also affect interest rates charged
on loans and paid for deposits. The availability and cost of various sources of
funds are also affected by fiscal policies of the United States Government.
The monetary policies of the Federal Reserve Board and the fiscal
policies of the United States Government have had a significant effect on
operating results of commercial banks in the past and are expected to continue
to do so in the future. No prediction can be made as to future changes in
interest rates, credit availability, deposit levels, loan demand or the overall
performance of banks generally and the subsidiaries of Southside in particular.
(e) Statistical Information
The selected statistical information set forth below relative to
Southside and its subsidiaries should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in the Southside Bancshares Corp. 2000 Annual Report to Shareholders,
incorporated herein by reference.
(f) Forward-Looking Statements
Statements contained in this Report and in future filings by Southside
with the Securities and Exchange Commission, in Southside's press releases and
in oral statements made with the approval of an authorized executive officer
which are not historical or current facts are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended). There can be no
assurance, in light of these risks and uncertainties, that such forward-looking
statements will in fact transpire. The following important factors, risks and
uncertainties, among others, could cause actual results to differ materially
from such forward-looking statements:
- Credit risk: While Southside has had good credit quality in
recent years, approximately 51% of its loans as of December
31, 2000 were commercial (including
7
8
commercial real estate), financial, and agricultural loans,
changes in local economic conditions could adversely affect
credit quality in Southside's loan portfolio.
- Interest rate risk: Although Southside actively manages its
interest rate sensitivity, such management is not an exact
science. Rapid increases or decreases in interest rates could
adversely impact Southside's net interest margin if changes in
its cost of funds do not correspond to the changes in income
yields.
- Competition: Southside's activities involve competition with
other banks as well as other financial institutions and
enterprises. Also, the financial service markets have and
likely will continue to experience substantial changes which
could significantly change Southside's competitive environment
in the future.
- Legislative and regulatory environment: Southside operates in
a rapidly changing legislative and regulatory environment. It
cannot be predicted how or to what extent future developments
in these areas will affect Southside. These developments could
negatively impact Southside through increased operating
expenses for compliance with new laws and regulations,
restricted access to new products and markets, reduced
barriers for new entrants in the markets in which Southside
competes, or in other ways.
- General business and economic trends: These factors, including
the impact of inflation levels, influence Southside's results
in numerous ways, including operating expense levels, deposit
and loan activity, and availability of trained individuals
needed for future growth.
The foregoing list should not be construed as exhaustive and Southside
disclaims any obligation to subsequently update or revise any forward-looking
statements after the date of this Report.
SELECTED STATISTICAL INFORMATION
I. Loan Portfolio
A. Types of Loans
The following table shows the classification of loans by major category
at December 31 for the years shown.
(in thousands)
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
Commercial, financial
and agricultural.......................... $ 78,586 $ 73,943 $ 68,166 $ 69,168 $ 62,016
Real estate-commercial...................... $ 157,771 $ 136,697 $ 115,214 $ 98,759 $ 82,045
Real estate-construction.................... $ 28,808 $ 19,078 $ 21,993 $ 30,836 $ 26,067
Real estate-residential..................... $ 161,252 $ 131,074 $ 119,917 $ 92,028 $ 96,039
Consumer.................................... $ 27,189 $ 23,130 $ 22,219 $ 23,627 $ 17,304
Industrial revenue bonds.................... $ 5,339 $ 3,879 $ 4,717 $ 5,517 $ 6,373
Other loans................................. $ 4,461 $ 4,636 $ 4,762 $ 6,502 $ 4,619
---------- ---------- ---------- ---------- ----------
TOTAL LOANS............................... $ 463,406 $ 392,437 $ 356,988 $ 326,437 $ 294,463
========== ========== ========== ========== ==========
8
9
B. Maturities and Sensitivities of Loans to Changes in Interest Rates
The following table shows the remaining maturities of selected loan
categories at December 31, 2000.
(in thousands)
---------------------------------------------------------------------
One year Over one up Over
or less* to 5 years 5 years Total
----------------- ------------------ ---------------- ---------------
Commercial, financial
and agricultural.......................... $51,635 $22,365 $4,586 $ 78,586
Real estate-construction.................... $16,644 $ 9,655 $2,509 $ 28,808
Other loans................................. $ 651 $ 3,810 --- $ 4,461
------- ------- ------ --------
TOTAL................................... $68,930 $35,830 $7,095 $111,855
======= ======= ====== ========
* Demand loans, loans having no stated schedule of repayments and no
stated maturity, and overdrafts are reported as due "One year or less."
The following table shows the amount of loans above having maturities over one
year which have predetermined interest rates, and the amount which have floating
or adjustable interest rates at December 31, 2000 (in thousands).
Loans with predetermined interest rates....................................... $31,394
Loans with floating or adjustable interest rates.............................. $11,531
-------
TOTAL................................................................ $42,925
=======
C. Risk Elements
The nonaccrual, past due and restructured loan information included in
the Southside Bancshares Corp. 2000 Annual Report to Shareholders on pages 8 and
9. Southside had no other potential problem loans at December 31, 2000.
II. Summary of Loan Loss Experience
The information under the caption Allowance for Loan Losses and Risk
Elements on pages 7-9 of the Southside Bancshares Corp. 2000 Annual Report to
Shareholders is incorporated herein by reference.
9
10
The following table analyzes the loan loss experience of Southside for
the periods indicated:
Years Ended December 31, (dollars in thousands)
---------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------------------------------------------------------------
Average loans outstanding, net of
unearned discount........................... $ 430,819 $ 355,874 $ 345,902 $ 311,266 $ 295,683
======= ======= ======= ======= ========
Allowance at beginning of year.............. $ 5,830 $ 6,192 $ 6,120 $ 5,602 $ 5,635
========= ========= ========= ========= ========
Loans charged off:
Commercial, financial and
Agricultural..................... 1,279 249 296 139 878
Real estate - commercial............... --- --- --- --- 76
Real estate - construction............. --- --- --- --- ---
Real estate - residential.............. 36 95 2 77 17
Consumer............................... 147 291 223 134 193
Industrial revenue bonds............... --- --- --- --- ---
Other.................................. 25 35 15 17 55
------- ------ ------ ------ ------
Total loans charged off................ 1,487 670 536 367 1,219
====== ===== ===== ===== =====
Recoveries:
Commercial, financial and
Agricultural..................... 259 116 152 687 869
Real estate - commercial............... --- --- --- --- 66
Real estate - construction............. 7 14 14 15 ---
Real estate - residential.............. 36 33 38 47 105
Consumer............................... 158 95 80 70 77
Industrial revenue bonds............... --- --- --- --- ---
Other.................................. 15 5 5 6 9
------ ------- ------- ------- -------
Total Recoveries....................... 475 263 289 825 1,126
====== ===== ===== ===== =====
Net loans charged off (recovered)........... 1,012 407 247 (458) 93
====== ===== ===== ====== =====
Provisions charged to
operating expense...................... 361 45 62 60 60
===== ===== ===== ===== =====
Allowance of PSB at acquisition............. --- --- 257 --- ---
====== ====== ===== ====== ======
Allowance at end of year.................... $5,179 $5,830 $6,192 $6,120 $5,602
===== ===== ===== ===== =====
Ratio of net charge-offs during
year to average loan outstanding....... 0.23% 0.11% 0.07% * 0.03%
===== ===== ===== =====
* Ratio is not applicable for 1997, as recoveries exceeded charge-offs for the
year.
10
11
The following table sets forth at the end of each reported period, a
breakdown of the allowance for loan losses by major categories of loans and the
percentage of loans in each category to total loans at the dates indicated:
Years Ended December
31,
(dollars in thousands)
---------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---------------------------------------------------------------------------------------------------------------
Percent Percent Percent Percent Percent
of Loans of Loans of Loans of Loans of Loans
in Each in Each in Each in Each in Each
Category Category Category Category Category
To Total To Total To Total To Total To Total
Allowance Loans Allowance Loans Allowance Loans Allowance Loans Allowance Loans
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Commercial,
financial and
agricultural.... $1,479 16.9% $2,030 18.8% $2,392 19.1% $2,320 21.2% $2,502 21.0%
Real estate-
Commercial...... $1,500 34.1% $1,500 34.8% $1,500 32.3% $1,500 30.3% $1,500 27.9%
Real estate-
Construction.... $ 500 6.2% $ 500 4.9% $ 500 6.2% $ 500 9.4% $ 300 8.9%
Real estate-
Residential..... $1,000 34.8% $1,000 33.4% $1,000 33.6% $1,000 28.2% $ 800 32.6%
Consumer loans
to individuals.. $ 500 5.9% $ 500 5.9% $ 500 6.2% $ 500 7.2% $ 200 5.8%
Industrial
Revenue
Bonds.......... $ 100 1.1% $ 100 1.0% $ 100 1.3% $ 100 1.7% $ 100 2.2%
Other loans
(Unallocated).... $ 100 1.0% $ 200 1.2% $ 200 1.3% $ 200 2.0% $ 200 1.6%
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Totals........... $5,179 100.0% $5,830 100.0% $6,192 100.0% $6,120 100.0% $5,602 100.0%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
III. Investment Portfolio
The information contained on page 9 and 10 and in note 2 of the Notes
to Consolidated Financial Statements on pages 34 and 35 of the Southside
Bancshares Corp. 2000 Annual Report to Shareholders is incorporated herein by
reference. The following table summarizes the carrying values and weighted
average yields of investments in debt securities by contractual maturities.
Actual maturities will differ from contractual maturities because borrowers have
the right to prepay obligations with or without prepayment penalties. A maturity
distribution for mortgage-backed securities has not been prepared due to their
accelerated prepayment characteristics.
11
12
(dollars in thousands)
DECEMBER 31, 2000
----------------------------------------------------------
AVAILABLE FOR SALE HELD TO MATURITY
------------------ ----------------
CARRYING AVERAGE CARRYING AVERAGE
VALUE YIELD* VALUE YIELD*
----- ----- ----- -----
U.S. TREASURY SECURITIES AND OBLIGATIONS OF U.S.
GOVERNMENT AGENCIES AND CORPORATIONS:
Within 1 year..................................... $ 11,801 6.09% $ 10,955 5.71%
After 1 but within 5 years........................ $ 43,672 6.78% $ 2,224 5.25%
After 5 but within 10 years....................... $ 6,747 6.63% $ 1,720 5.94%
After 10 years.................................... $ 920 7.16% --- ---%
--------- ----------
Total........................... $ 63,140 6.64% $ 14,899 5.68%
OBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS:
Within 1 year..................................... --- --- $ 1,520 7.86%
After 1 but within 5 years........................ $ 666 6.35% $ 8,175 7.59%
After 5 but within 10 years....................... $ 3,430 6.79% $ 7,494 7.56%
After 10 years.................................... $ 5,314 7.20% $ 2,850 7.37%
--------- ---------
Total........................... $ 9,410 7.00% $ 20,039 7.56%
OTHER DEBT SECURITIES:
Within 1 year..................................... --- --- --- ---
After 1 but within 5 years........................ --- --- --- ---
After 5 but within 10 years....................... $ 100 6.28% --- ---
After 10 years.................................... --- --- ---
--------- ---------
Total........................... $ 100 6.28% --- ---
TOTAL INVESTMENT SECURITIES (EXCLUDING MORTGAGE-BACKED AND
OTHER SECURITIES):
Within 1 year..................................... $ 11,801 6.09% $ 12,475 5.97%
After 1 but within 5 years........................ $ 44,338 6.77% $ 10,399 7.09%
After 5 but within 10 years....................... $ 10,277 6.82% $ 9,214 7.26%
After 10 years.................................... $ 6,234 7.19% $ 2,850 7.32%
--------- ----------
Total........................... $ 72,650 6.71% $ 34,938 6.75%
OTHER SECURITIES - NO STATED MATURITY EQUITY $ 5,158 6.75% --- ---
MORTGAGE-BACKED SECURITIES $ 80,220 6.98% $ 1,479 7.02%
--------- ---------
Total........................... $ 158,028 6.85% $ 36,417 6.76%
========= ===== ========= =====
* The weighted average yield for each maturity range was calculated using the
yield on each security within that range, weighted by the amortized cost of
each security at December 31, 2000. The yields for obligations of states and
political subdivisions exempt from federal income taxes have been adjusted
to a fully tax-equivalent basis at a maximum tax rate of 34% for 2000,
adjusted for the disallowance of interest cost to carry nontaxable
securities.
12
13
ITEM 2. PROPERTIES
Southside owned the following physical properties as of December 31,
2000:
South Side National Bank in St. Louis, a subsidiary of Southside, owns
a nine-story banking and office building at 3606 Gravois Avenue, St. Louis,
Missouri 63116, and the adjacent drive-up facilities and three parking lots.
This subsidiary leases a portion of the 9th floor and space on the roof to a
tenant for an annual rental of approximately $17,000. This subsidiary of
Southside owns the land and bank building located at its branch facility at
10330 Gravois Road, St. Louis, Missouri 63126. This is a two story building and
the lower level and a portion of the main level are leased to tenants for an
annual rental of approximately $34,000. This subsidiary owns the land and bank
building at 9914 Kennerly Road in St. Louis County upon which its South County
branch is located. This is a two-story building and the second floor is leased
to tenants for an annual rental of approximately $80,000. This subsidiary also
owns the land and bank building located at 6025 Chippewa, St. Louis, Missouri
63109. This is a three-story building, and the second and third floors are
leased to tenants for an annual rental of approximately $60,000. This subsidiary
also owns the land and bank buildings at 10385 West Florissant, Ferguson,
Missouri 63136, 8440 Morganford Road, St. Louis County, Missouri 63123, 840
Meramec Station Road, St. Louis, Missouri 63088, and 3420 Iowa Street, St.
Louis, Missouri 63118. In addition, this subsidiary owns land and the building
at 4111 Telegraph Road, St. Louis County, Missouri 63129.
State Bank of Jefferson County owns the land and a two-story building
at its main banking office at 224 S. Main Street, DeSoto, Missouri 63020. The
State Bank of Jefferson County owns the land and a one-story building housing
its facility located at 2000 Rock Road, DeSoto, Missouri 63020. The State Bank
of Jefferson County also owns a third banking facility located at 100 Scenic
Plaza Drive, Herculaneum, Missouri 63048. A portion of the 2nd floor of this
facility is leased to tenants for an annual rental of approximately $5,000.
Bank of Ste. Genevieve owns the land, a one-story building and an
adjacent parking lot at its main banking office at Second and Market Streets,
Ste. Genevieve, Missouri 63670 and the land and one-story building at its
facility at 710 Parkwood Drive, Ste. Genevieve, Missouri 63670.
The Bank of St. Charles County owns the land and a two-story building
at its banking facility at 6004 Highway 94 South, St. Charles, Missouri 63304.
This subsidiary bank owns the land and a one-story building at its facility
located at 750 First Capitol Drive, St. Charles, Missouri 63301.
In the opinion of Southside's management, the physical properties of
the subsidiary banks are suitable and adequate and are being productively
utilized.
ITEM 3. LEGAL PROCEEDINGS
The information contained in note 14 of the Notes to Consolidated
Financial Statements on page 43 of the Southside Bancshares Corp. 2000 Annual
Report to Shareholders is incorporated herein by reference.
13
14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF SOUTHSIDE
The following is a list of the names and ages of the executive officers
of Southside and their business history for the past five years:
NAME, AGE AND POSITION WITH SOUTHSIDE PRINCIPAL OCCUPATIONS OR EMPLOYMENT SINCE JANUARY 1, 1996
------------------------------------- ---------------------------------------------------------
Thomas M. Teschner (44) President and Chief Executive Officer, Southside Bancshares
President and Chief Executive Officer Corp.; President and Chief Executive Officer, South Side National
Bank in St. Louis.
Joseph W. Pope (35) Chief Financial Officer and Senior Vice President, Southside
Senior Vice President and Bancshares Corp.; Senior Vice President, South Side National Bank
Chief Financial Officer in St. Louis.
PART II
ITEM 5. MARKET FOR SOUTHSIDE'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The only class of Southside's common equity is its common stock, $1.00
par value (the "Common Stock"). The number of shares of Common Stock of
Southside outstanding as of March 23, 2001 was 8,415,528 shares, and the market
price for the Common Stock on March 23, 2001 was $10.875 bid; $11.625 asked.
The information on page 25 of the Southside Bancshares Corp. 2000
Annual Report to Shareholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information on page 4 of the Southside Bancshares Corp. 2000 Annual
Report to Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information on pages 5-25 of the Southside Bancshares Corp. 2000
Annual Report to Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information on pages 14-17 of the Southside Bancshares Corp. 2000
Annual Report to Shareholders is incorporated herein by reference.
14
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information on pages 27-46 of the Southside Bancshares Corp. 2000
Annual Report to Shareholders is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF SOUTHSIDE
CLASS I DIRECTORS:
OTHER DIRECTOR
NAME AGE PRINCIPAL OCCUPATION DIRECTORSHIPS SINCE
---- --- -------------------- ------------- -----
Norville K. McClain 71 President, Essex Contracting, Inc. South Side National 1988
(building contractor and developer) Bank in St. Louis
(subsidiary of
Southside)
Richard G. Schroeder, Sr. 60 President, St. Louis Fabrication South Side National 1994
Services, Inc. (steel fabrication Bank in St. Louis
company) (February, 1980 - July, 2000) (subsidiary of
Southside)
Thomas M. Teschner 44 President and Chief Executive Officer, Chairman, South Side 1992
Southside Bancshares Corp. National Bank in St.
Louis; Bank of St.
President and Chief Executive Officer, Genevieve; The Bank of
South Side National Bank in St. Louis St. Charles County;
and State Bank of
Jefferson County
(subsidiaries of
Southside)
15
16
CLASS II DIRECTORS:
OTHER DIRECTOR
NAME AGE PRINCIPAL OCCUPATION DIRECTORSHIPS SINCE
---- --- -------------------- ------------- -----
Joseph W. Beetz 72 President, Joseph H. Beetz Plumbing -- 1978
Company, Inc. (plumbing contractor)
Howard F. Etling 86 Publisher Emeritus, Journal Newspapers -- 1962
Joseph W. Pope 35 Senior Vice President and Chief Financial -- 2000
Officer, Southside Bancshares Corp.
Senior Vice President,
South Side National Bank in St. Louis
CLASS III DIRECTORS:
OTHER DIRECTOR
NAME AGE PRINCIPAL OCCUPATION DIRECTORSHIPS SINCE
---- --- -------------------- ------------- -----
Douglas P. Helein 49 Insurance Broker, Welsch, Flatness & Lutz, -- 1992
Inc. (insurance agency)
Earle J. Kennedy, Jr. 72 Retired -- 1978
Daniel J. Queen 60 President, Highland Diversified, Inc. State Bank of 1992
(operates grocery stores) Jefferson County
(subsidiary of
Southside)
Steven C. Roberts 48 President and Chief Operating Officer, South Side National 2000
Roberts Broadcasting Company Bank in St. Louis
(subsidiary of
Southside)
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To Southside's knowledge, based solely upon review of the Forms 3 and 4
and amendments thereto furnished to Southside and written representations that
no other reports were required during the year ended December 31, 2000, its
directors, executive officers and greater than 10% shareholders complied with
applicable Section 16(a) filing requirements, except that First Banks, Inc. has
filed a late report on Form 4 involving ten transactions.
16
17
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid or accrued in 2000, 1999 and 1998 for Southside's Chief Executive Officer
and for Southside's other named executive officer.
SUMMARY COMPENSATION TABLE
========================================================================================================
Annual All
Compensation Other
----------------------------
Name and Principal Position Year Salary Bonus Compensation
($)1 ($)2 ($)3
--------------------------------------------------------------------------------------------------------
Thomas M. Teschner 2000 $227,000 $105,000 $104,885
President, Chief Executive Officer
and Director 1999 $215,000 $115,000 $109,997
1998 $215,000 $100,000 $103,124
--------------------------------------------------------------------------------------------------------
Joseph W. Pope 2000 $ 95,000 $ 22,500 $ 17,451
Senior Vice President,
Chief Financial Officer and 1999 $ 90,000 $ 25,000 $ 10,418
Director
1998 $ 85,000 $ 25,000 $ 9,771
========================================================================================================
1. Includes deferred compensation contributed by Mr. Teschner and Mr. Pope
to the employee stock ownership plan.
2. Includes amounts paid in accordance with the executive compensation
program.
3. Consists of Southside's contributions and allocations to the employee
stock ownership plan ($12,079 in 2000, $12,433 in 1999 and $13,009 in
1998 for Mr. Teschner, and $8,520 in 2000, $9,504 in 1999 and $8,861 in
1998 for Mr. Pope), director's fees from Southside and its subsidiaries
($55,850 in 2000, of which $35,400 was deferred, $53,600 in 1999, of
which $44,000 was deferred, and $47,550 in 1998, of which $39,550 was
deferred for Mr. Teschner and $8,000 in 2000 for Mr. Pope), life
insurance premiums ($4,083 in 2000, $4,249 in 1999 and $4,438 in 1998
for Mr. Teschner, and $931 in 2000, $914 in 1999 and $910 in 1998 for
Mr. Pope). Such amounts also reflect $32,873, $39,715 and $38,127 paid
to Mr. Teschner in 2000, 1999 and 1998, respectively, as grants of
performance stock awards under the deferred compensation agreement.
The following table sets forth information concerning (1) the number of
shares of Southside's stock acquired last year upon the exercise of stock
options and (2) the number of shares of Southside's stock that may be acquired
upon the exercise of stock options outstanding and the value of such options.
17
18
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
=======================================================================================================================
Shares
Acquired Value of Unexercised
on Number of Securities in-the-Money
Exercise Value Underlying Unexercised Options/SARs at Fiscal
Name (#) Realized ($) Options/SARs at Fiscal Year End(1) Year-End($)(2)
-----------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
(#) (#) ($) ($)
-----------------------------------------------------------------------------------------------------------------------
Thomas M. Teschner -0- -0- 258,000(3) 132,000(4) $161,310 $12,540
-----------------------------------------------------------------------------------------------------------------------
Joseph W. Pope -0- -0- 42,000(5) 6,000(6) $ 91,770 $ 6,270
=======================================================================================================================
1. All amounts represent shares of stock underlying stock options at
December 31, 2000.
2. Pre-tax gain. The value of the unexercised in-the-money stock options
is based upon a December 31, 2000 closing bid price of $7.375 for
shares of stock.
3. Includes 30,000 shares of common stock underlying stock options having
an exercise price of $3.67 per share, 48,000 shares of common stock
underlying stock options having an exercise price of $6.33 per share,
and 180,000 shares of common stock underlying stock options having an
exercise price of $8.00 per share.
4. Includes 12,000 shares of common stock underlying stock options having
an exercise price of $6.33 per share and 120,000 shares of common stock
underlying stock options having an exercise price of $8.00 per share.
5. Includes 18,000 shares of common stock underlying stock options having
an exercise price of $3.67 per share and 24,000 shares of common stock
underlying stock options having an exercise price of $6.33 per share.
6. The shares of common stock underlying such stock options have an
exercise price of $6.33 per share.
EXECUTIVE CONTRACTS
MR. TESCHNER'S EMPLOYMENT CONTRACT
Southside and South Side National Bank in St. Louis (the "Bank") have
entered into an employment agreement with Thomas M. Teschner, President and
Chief Executive Officer of Southside and the Bank. Mr. Teschner's employment
agreement is effective through April 27, 2003 and automatically renews each year
on the employment agreement's anniversary date for a new three-year term unless
notice not to renew is delivered on or before the anniversary date.
Under the employment agreement, Southside or the Bank may terminate Mr.
Teschner's employment at any time for cause or disability. The agreement defines
cause as willful misconduct resulting in indictment for an alleged felony,
violation of any material provision of the agreement or any willful failure to
substantially perform any reasonable directions of Southside or the Bank's Board
of Directors within 60 days after written demand. Removal for cause requires the
affirmative
18
19
vote of at least two-thirds of each of Southside's and the Bank's Board of
Directors. A disability is defined as the inability of Mr. Teschner to perform
his duties under the employment agreement due to illness or injury as determined
by a physician acceptable to Southside, the Bank and Mr. Teschner.
Upon termination for cause or disability, Mr. Teschner is entitled to
receive a severance payment equal to the greater of (1) one-third of his current
annual base salary or (2) a severance payment computed in accordance with
Southside's or the Bank's then existing severance policy. After termination of
employment for cause or if Mr. Teschner improperly terminates his own employment
Mr. Teschner will not, for a period of six months after termination, solicit
customers or clients of Southside, the Bank or any of their subsidiaries without
the prior approval of the Board of Directors.
Upon Mr. Teschner's death during the term of the agreement, his
beneficiary or estate is entitled to the benefits payable under the accidental
death, life insurance and similar plans for employees of Southside and the Bank.
In the event that such death benefit plans are amended to reduce or terminate
benefits, Mr. Teschner's beneficiary or estate is entitled to a lump sum payment
equal to the difference between the sum which would have been payable under the
death benefit plans as of the date of the agreement and the sum payable under
the amended plans.
Upon a change of control of Southside or the Bank, if Mr. Teschner's
employment is terminated by Southside and the Bank other than for cause, death
or disability within six months prior to or within three years following the
change in control, or if Mr. Teschner voluntary terminates his employment within
two years following a change of control, Mr. Teschner is entitled to the
following severance benefits in lieu of all other benefits: (1) three times his
highest annual salary in effect at any time during the term of the agreement,
(2) three times his highest annual bonus prior to the termination, (3) his
unpaid annual salary and accrued vacation, and (4) a continuation of his welfare
benefits of health and medical insurance for three full years, except that such
welfare benefits will be discontinued prior to the end of three years in the
event that Mr. Teschner has available substantially similar welfare benefits
from a subsequent employer. If Southside's legal counsel determines that any of
the severance benefits received by Mr. Teschner constitute a parachute payment
subject to an excise tax under the Internal Revenue Code, Mr. Teschner will be
entitled to receive from Southside and the Bank a lump sum cash payment
sufficient to place Mr. Teschner in the same net after tax position that he
would have been in had such payment not been subject to such excise tax.
MR. TESCHNER'S SALARY CONTINUATION AGREEMENT
Southside and Thomas M. Teschner have also entered into a salary
continuation agreement which provides for payments to Mr. Teschner in the event
he retires, is terminated or Southside experiences a change in control. If Mr.
Teschner retires at age 65 or later, Southside will pay him an annual benefit
equal to 90% of his annual salary on the date the plan was established,
increased each plan year by 3.5% compounded annually. The plan also provides for
early retirement between the ages of 55 and 64. If Mr. Teschner retires at age
55, he will receive 50% of the normal retirement benefit. If Mr. Teschner
retires after reaching age 55, he will receive an additional 5% of the normal
retirement benefit for each year of employment until the percentage equals 100%
at age 65.
If Mr. Teschner's employment is terminated, voluntarily or
involuntarily, before he reaches age 55 for reasons other than his death or
disability, Southside will pay him a lump sum between $0 and approximately
$730,000, depending on the number of completed plan years and the applicable
19
20
vesting percentage when such termination occurs. If Mr. Teschner's employment
with Southside is terminated before he reaches age 55 and while he suffers a
disability, Mr. Teschner may elect to receive reduced benefit payments at age 65
or a lump sum payment similar to a voluntary termination of employment.
If Southside experiences a change in control and (1) thereafter
terminates Mr. Teschner or (2) Mr. Teschner terminates his employment after
either a change in job responsibilities or a reduction in his annual
compensation before he reaches age 55, Southside will pay him a lump sum of
approximately $32,000 to approximately $730,000, depending on the number of
completed plan years when such events occur. If any amount to be received by Mr.
Teschner constitutes a parachute payment subject to an excise tax under the
Internal Revenue Code, Mr. Teschner will receive a lump sum cash payment
sufficient to put him in the same net after tax position he would have been in
had such excise tax not applied.
Southside is not required to make any payments under the agreement if
Mr. Teschner's employment is terminated by Southside for gross negligence or
gross neglect of duties, commission of a felony involving moral turpitude or
fraud, dishonesty or willful violation of any law committed in connection with
his employment and resulting in his personal financial benefit to Southside's
detriment.
MR. TESCHNER'S LIFE INSURANCE AGREEMENT
Southside and Thomas M. Teschner through his irrevocable insurance
trust have entered into a split dollar agreement pursuant to which Southside has
agreed to share with the trust the proceeds of a life insurance policy on Mr.
Teschner's life in lieu of the benefits payable under the salary continuation
plan. Specifically, the trust will receive $3,474,940 from the insurance policy
if Mr. Teschner dies before reaching age 65. The proceeds payable to the trust
decrease on an annual basis by the amount of any retirement payments received by
Mr. Teschner pursuant to the salary continuation agreement. Southside pays the
premiums on the policy, and the cost of the insurance is included in Mr.
Teschner's gross income for federal income tax purposes.
MR. POPE'S SALARY CONTINUATION AGREEMENT
Southside and Joseph W. Pope have entered into a salary continuation
agreement which provides for payments to Mr. Pope in the event he retires, is
terminated or Southside experiences a change in control. If Mr. Pope retires at
age 65 or later, Southside will pay him an annual benefit equal to 90% of his
annual salary on the date the plan was established, increased each plan year by
3.5% compounded annually. The plan also provides for early retirement between
the ages of 55 and 64. If Mr. Pope retires at age 55, he will receive 50% of the
normal retirement benefit. If Mr. Pope retires after reaching age 55, he will
receive an additional 5% of the normal retirement benefit for each year of
employment until the percentage equals 100% at age 65.
If Mr. Pope's employment is terminated, voluntarily or involuntarily,
before he reaches age 55 for reasons other than his death or disability,
Southside will pay him a lump sum between $0 and approximately $470,000,
depending on the number of completed plan years and the applicable vesting
percentage when such termination occurs. If Mr. Pope's employment with Southside
is terminated before he reaches age 55 and while he suffers a disability, Mr.
Pope may elect to receive reduced benefit payment at age 65 or a lump sum
payment similar to a voluntary termination of employment.
20
21
If Southside experiences a change in control and (1) thereafter
terminates Mr. Pope or (2) Mr. Pope terminates his employment after either a
change in job responsibilities or a reduction in his annual compensation before
he reaches age 55, Southside will pay him a lump sum of approximately $5,900 to
approximately $470,000, depending on the number of completed plan years when
such events occur. The agreement with Mr. Pope also provides that if Mr. Pope
dies while employed with Southside, Southside will pay his beneficiary the full
projected annual benefit for 15 years. Southside will not be obligated to make
any payment to Mr. Pope which is a non-deductible parachute payment under the
Internal Revenue Code.
Southside is not required to make any payments under the agreement if
Mr. Pope's employment is terminated by Southside for gross negligence or gross
neglect of duties, commission of a felony involving moral turpitude or fraud,
dishonesty or willful violation of any law committed in connection with his
employment and resulting in his personal financial benefit to Southside's
detriment. In addition, Southside is not obligated to make any payments to Mr.
Pope under the agreement, except in the event of a change of control, until he
has been employed with Southside or its subsidiaries for ten years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth as of March 23, 2001 the number of
shares of common stock owned beneficially by (1) each director (including
nominees for director), (2) each executive officer named in the summary
compensation table on page 8, (3) directors and executive officers as a group,
and (4) any person Southside knows to be the beneficial owner of more than 5% of
Southside's outstanding shares of stock.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
---------------------------------------------
SOLE VOTING OTHER PERCENT
AND INVESTMENT BENEFICIAL OF
DIRECTORS AND EXECUTIVE OFFICERS POWER OWNERSHIP CLASS(2)
--------------------------------
---------------------- ----------------- -------------
Joseph W. Beetz 57,390 - *
Howard F. Etling 166,142 - 1.87%
Douglas P. Helein 398,320 4.49%
Earle J. Kennedy, Jr. 10,020 143,670(3) 1.73%
Norville K. McClain 291,091 1,029,539(4) 14.90%
Joseph W. Pope 66,472(5) - *
Daniel J. Queen 235,946 - 2.66%
Steven C. Roberts 15,500 - *
Richard G. Schroeder, Sr. - 99,000(6) 1.11%
Thomas M. Teschner 407,254(7) 1,097,743(4),(8) 16.98%
Directors (including nominees) and Executive
Officers as a group (10 persons) 1,648,135(9) 1,325,251(4) 33.55%
* less than 1%
21
22
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
-----------------------------------------------
SOLE VOTING OTHER PERCENT
NAME AND ADDRESS OF AND INVESTMENT BENEFICIAL OF
OTHER PRINCIPAL SECURITY HOLDERS POWER OWNERSHIP CLASS(2)
-------------------------------- ------------------------ ------------------- ----------------
Southside Bancshares Corp.(4) - 1,029,539 11.62%
Employee Stock Ownership Plan
(With 401(k) Provisions)
3606 Gravois Avenue
St. Louis, Missouri 63116
First Banks, Inc.(10) 1,583,460 - 17.87%
135 North Meramec
Clayton, Missouri 63105
---------------
1. The information set forth is based upon information furnished to
Southside by the named persons or entities. Beneficial ownership is
determined under Securities and Exchange Commission rules and includes
shares of stock for which a person directly or indirectly has or shares
voting power or investment power or both and shares of stock which may
be acquired upon the exercise of stock options that are exercisable or
will become exercisable within 60 days.
2. The percentages are based on the total number of outstanding shares of
stock, 8,415,528, plus the total number of shares of stock for which
beneficial ownership may be acquired pursuant to stock options that are
exercisable or that will become exercisable within 60 days, 446,000,
for a total of 8,861,528 shares.
3. Shares for which Mr. Kennedy has shared voting and investment power.
4. Includes 1,029,539 shares held by the Southside Bancshares Corp.
Employee Stock Ownership Plan With 401(k) Provisions. Mr. McClain and
Mr. Teschner are trustees of the plan. Participants in the plan have
voting power over shares of stock allocated to their plan accounts. The
trustees will vote these shares of stock as directed by the
participants. If a participant fails to provide direction, the trustees
will vote those shares in their discretion. Except for 74,254 shares of
stock allocated to Mr. Teschner's account under the plan, Mr. Teschner
and Mr. McClain disclaim any personal interest in all of the shares of
stock held by the plan.
5. Includes 15,162 shares of stock allocated to Mr. Pope's account under
the employee stock ownership plan and 48,000 shares of stock that Mr.
Pope may acquire beneficial ownership of pursuant to stock options that
are exercisable or will become exercisable within 60 days.
6. Shares for which Mr. Schroeder has shared voting and investment power.
7. Includes 74,254 shares of stock allocated to Mr. Teschner's account
under the employee stock ownership plan and 330,000 shares of stock
that Mr. Teschner may acquire beneficial ownership of pursuant to stock
options that are exercisable or will become exercisable within 60 days.
22
23
8. Includes 142,458 shares of stock for which Mr. Teschner has shared
voting and investment power.
9. Includes 89,416 shares of stock allocated to the accounts of the
executive officers of Southside under the employee stock ownership plan
and 378,000 shares of stock that the executive officers and directors
may acquire beneficial ownership of pursuant to stock options that are
exercisable or will become exercisable within 60 days.
10. Not included are 16,920 shares of stock owned by James F. Dierberg and
371,760 shares of stock owned by Investors of America, L.P. The
directors and executive officers of First Securities America, Inc., the
general partners of Investors of America, L.P., and other members of
their families, including James F. Dierberg, control First Banks, Inc.
directly or indirectly.
To the knowledge of the Board of Directors, no change of control of
Southside has occurred since the beginning of the last fiscal year, and there
are no contractual arrangements that could give rise to a change of control of
Southside in the future.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Southside and its subsidiary Banks have had, and expect to have in the
future, loans and other banking transactions in the ordinary course of business
with a number of their officers and directors and their associates. Such
transactions were made, and will be made, in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not, and will not, involve more than normal risk of collectibility or present
other unfavorable features.
During the previous fiscal year, Southside's subsidiaries had
commercial transactions in the ordinary course of business with companies with
which certain of Southside's directors are affiliated. No significant business
or personal relationships with Southside's subsidiaries existed by virtue of a
person's position with Southside or with Southside's subsidiaries or ownership
interest in Southside.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following financial statements of Southside and its consolidated
subsidiaries, and the accountants' report thereon are incorporated herein by
reference in Item 8.
1. Financial Statements:
Independent Auditors' Report
Consolidated Balance Sheets -
December 31, 2000 and 1999
Consolidated Statements of Income -
Years Ended December 31, 2000, 1999 and 1998
23
24
Consolidated Statements of Shareholders' Equity and
Comprehensive Income -
Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows -
Years Ended December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
2. Financial Statement Schedules:
All other schedules are omitted because they are not
applicable, not required, or the information is included elsewhere in the
Consolidated Financial Statements or notes thereto.
3. Exhibits:
3(a) Restated Articles of Incorporation of Southside filed as
Exhibit 3(a) to Southside's Registration Statement on Form S-4/A on May 8, 1998,
incorporated herein by reference.
3(b) Restated Bylaws of Southside with amendments through
December 28, 1995 filed as Exhibit 4(b) to Southside's Registration Statement on
Form S-8 on January 31, 1996, incorporated herein by reference.
4(a) Rights Agreement dated as of May 27, 1993 between
Southside and Boatmen's Trust Company filed as Exhibits 1 and 2 to Southside's
Registration Statement on Form 8-A on May 27, 1993, incorporated herein by
reference.
10(a) Employment Agreement dated April 27, 1995 between
Southside Bancshares Corp., South Side National Bank in St. Louis and Thomas M.
Teschner, as amended, filed as Exhibit 10(a) to Southside's Report on Form 10-Q
for the quarterly period ended June 30, 1998, incorporated herein by reference.
10(b) Southside Bancshares Corp. 1993 Non-Qualified Stock
Option Plan, filed as Exhibit 10(e) to Southside's Report on Form 10-K for the
fiscal year ended December 31, 1994, incorporated herein by reference.
10(c) Deferred Compensation Agreement dated April 25, 1996
between Thomas M. Teschner and Southside, as amended, filed as Exhibit 10(c) to
Southside's Report on Form 10-Q for the quarterly period ended September 30,
1998, incorporated herein by reference.
10(d) Southside Bancshares Corp. Deferred Compensation Plan
for Directors filed as Exhibit 10(d) to Southside's Report on Form 10-K for the
fiscal year ended December 31, 1996, incorporated herein by reference.
10(e) Southside Bancshares Corp. 1998 Stock Option Plan, filed
as Exhibit 10(e) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1998, incorporated herein by reference.
24
25
10(f) Salary Continuation Agreement dated December 1, 1999
between Thomas M. Teschner and Southside, filed as Exhibit 10(f) to Southside's
Report on Form 10-K for the fiscal year ended December 31, 1999, incorporated
herein by reference.
10(g) Salary Continuation Agreement dated December 1, 1999
between Joseph W. Pope and Southside, filed as Exhibit 10(g) to Southside's
Report on Form 10-K for the fiscal year ended December 31, 1999, incorporated
herein by reference.
10(h) First Amendment to Southside Bancshares Corp. Deferred
Compensation Plan for Directors dated December 1, 1999 between Southside and
Thomas M. Teschner, filed as Exhibit 10(h) to Southside's Report on Form 10-K
for the fiscal year ended December 31, 1999, incorporated herein by reference.
10(i) First Amendment to Southside Bancshares Corp. Deferred
Compensation Plan for Directors dated December 1, 1999 between Southside and
Daniel J. Queen, filed as Exhibit 10(i) to Southside's Report on Form 10-K for
the fiscal year ended December 31, 1999, incorporated herein by reference.
10(j) First Amendment to Southside Bancshares Corp. Deferred
Compensation Plan for Directors dated December 1, 1999 between Southside and
Earle J. Kennedy, Jr., filed as Exhibit 10(j) to Southside's Report on Form
10-K for the fiscal year ended December 31, 1999, incorporated herein by
reference.
10(k) First Amendment to Southside Bancshares Corp. Deferred
Compensation Plan for Directors dated December 1, 1999 between Southside and
Norville K. McClain, filed as Exhibit 10(k) to Southside's Report on Form 10-K
for the fiscal year ended December 31, 1999, incorporated herein by reference.
10(l) Southside Bancshares Corp. Split Dollar Agreement dated
December 1, 1999 between Southside and the Thomas M. Teschner Irrevocable Trust,
dated November 18, 1999, filed as Exhibit 10(l) to Southside's Report on Form
10-K for the fiscal year ended December 31, 1999, incorporated herein by
reference.
10(m) Deferred Compensation Agreement dated January 1, 2000
between Joseph W. Beetz and Southside, as amended, filed as Exhibit 10(m) to
Southside's Report on Form 10-Q for the quarterly period ended March 31, 2000,
incorporated herein by reference.
11 Computation of Net Income Per Common Share incorporated
by reference to Note 11 of the Notes to the Consolidated Financial Statements,
on page 41 of Southside Bancshares Corp. 2000 Annual Report to Shareholders.
13 Portions of the Annual Report to Shareholders of
Southside for the fiscal year ended December 31, 2000.
21 List of Subsidiaries.
23 Independent Auditors' Consent of KPMG LLP.
25
26
(b) Reports filed on Form 8-K:
No reports on Form 8-K were filed for the three months ended
December 31, 2000.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
26
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Southside has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SOUTHSIDE BANCSHARES CORP.
By /s/ Thomas M. Teschner
---------------------------------------
Thomas M. Teschner
President and Chief Executive Officer
(Principal Executive Officer)
March 29, 2001
By /s/ Joseph W. Pope
--------------------------------------
Joseph W. Pope
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer,
Controller and Principal Accounting
Officer)
March 29, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
Southside and in the capacities and on the dates indicated.
/s/ Howard F. Etling /s/ Joseph W. Beetz
-------------------------------------------- -----------------------------------------------------
Howard F. Etling, Director Joseph W. Beetz, Director
Date: March 29, 2001 Date: March 29, 2001
/s/ Thomas M. Teschner /s/ Douglas P. Helein
-------------------------------------------- -----------------------------------------------------
Thomas M. Teschner, President, Chief Executive Douglas P. Helein, Director
Officer and Director Date: March 29, 2001
Date: March 29, 2001
/s/ Norville K. McClain /s/ Earle J. Kennedy, Jr.
-------------------------------------------- -----------------------------------------------------
Norville K. McClain, Chairman of the Board Earle J. Kennedy, Jr., Director
Date: March 29, 2001 Date: March 29, 2001
/s/ Daniel J. Queen /s/ Richard G. Schroeder
-------------------------------------------- -----------------------------------------------------
Daniel J. Queen, Director Richard G. Schroeder, Sr., Director
Date: March 29, 2001 Date: March 29, 2001
/s/ Steven Roberts /s/ Joseph W. Pope
-------------------------------------------- -----------------------------------------------------
Steven Roberts, Director Joseph W. Pope
Date: March 29, 2001 Senior Vice President and Chief Financial
Officer (Principal Financial Officer,
Controller and Principal Accounting Officer)
Date: March 29, 2001
28
EXHIBIT INDEX
REGULATION
S-K
DESCRIPTION
-----------
EXHIBIT
NO.
-------
3(a) Restated Articles of Incorporation of Southside filed as Exhibit 3(a) to Southside's
Registration Statement on Form S-4/A on May 8, 1998, incorporated herein by
reference.
3(b) Restated Bylaws of Southside with amendments through July 1, 1999 filed as Exhibit
3(b) to Southside's Report on Form 10-Q on August 13, 1999, incorporated herein by
reference.
4(a) Rights Agreement dated as of May 27, 1993 between Southside and Boatmen's Trust
Company filed as Exhibits 1 and 2 to Southside's Registration Statement on Form 8-A
on June 1, 1993, incorporated herein by reference.
10(a) Employment Agreement dated April 27, 1995 between Southside, South Side National
Bank in St. Louis and Thomas M. Teschner, as amended, filed as Exhibit 10(a) to
Southside's Report on Form 10-Q for the quarterly period ended June 30, 1998,
incorporated herein by reference.
10(b) Southside Bancshares Corp. 1993 Non-Qualified Stock Option Plan, filed as
Exhibit 10(e) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1994, incorporated herein by reference.
10(c) Deferred Compensation Agreement dated April 25, 1996 between Thomas M. Teschner
and Southside, as amended, filed as Exhibit 10(c) to Southside's Report on Form 10-Q
for the quarterly period ended September 30, 1998, incorporated herein by reference.
10(d) Southside Bancshares Corp. Deferred Compensation Plan for Directors filed as
Exhibit 10(d) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1996, incorporated herein by reference.
10(e) Southside Bancshares Corp. 1998 Stock Option Plan, filed as Exhibit 10(e) to
Southside's Report on Form 10-K for the fiscal year ended December 31, 1998,
incorporated hereby by reference.
10(f) Salary Continuation Agreement dated December 1, 1999 between Thomas M. Teschner
and Southside, filed as Exhibit 10(f) to Southside's Report on Form 10-K for the fiscal
year ended December 31, 1999, incorporated herein by reference.
10(g) Salary Continuation Agreement dated December 1, 1999 between Joseph W. Pope and
Southside, filed as Exhibit 10(g) to Southside's Report on Form 10-K for the fiscal year
ended December 31, 1999, incorporated herein by reference.
10(h) First Amendment to Southside Bancshares Corp. Deferred Compensation Plan for
Directors dated December 1, 1999 between Southside and Thomas M. Teschner, filed as
Exhibit 10(h) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1999, incorporated herein by reference.
29
EXHIBIT INDEX
REGULATION
S-K
DESCRIPTION
-----------
EXHIBIT
NO.
-------
10(i) First Amendment to Southside Bancshares Corp. Deferred Compensation Plan for
Directors dated December 1, 1999 between Southside and Daniel J. Queen, filed as
Exhibit 10(i) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1999, incorporated herein by reference.
10(j) First Amendment to Southside Bancshares Corp. Deferred Compensation Plan for
Directors dated December 1, 1999 between Southside and Earle J. Kennedy, Jr., filed as
Exhibit 10(j) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1999, incorporated herein by reference.
10(k) First Amendment to Southside Bancshares Corp. Deferred Compensation Plan for
Directors dated December 1, 1999 between Southside and Norville K. McClain, filed as
Exhibit 10(k) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1999, incorporated herein by reference.
10(l) Southside Bancshares Corp. Split Dollar Agreement dated December 1, 1999 between
Southside and the Thomas M. Teschner Irrevocable Trust, dated November 18, 1999,
filed as Exhibit 10(l) to Southside's Report on Form 10-K for the fiscal year ended
December 31, 1999, incorporated herein by reference.
11 Computation of Net Income Per Common Share incorporated by reference to Note 11 of
the Notes to the Consolidated Financial Statements.
13 Portions of the Annual Report to Shareholders of Southside for the fiscal year ended
December 31, 2000.
21 List of Subsidiaries.
23 Independent Auditors' Consent of KPMG LLP.