FORM 10-Q/A*
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 934
FOR THE TRANSITION PERIOD FROM____________TO___________
COMMISSION FILE NUMBER: 0-25051
PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2331986
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3040 Post Oak Blvd.
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 993-0002
(Registrant's telephone number, including area code)
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 priod 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 [ ]
As of December 23, 1998, there were 5,172,825 shares of the registrant's Common
Stock, par value $1.00 per share, outstanding.
* The Company's Form 10-Q for the quarter ended September 30, 1998 is hereby
amended to clarify proofing errors made in Part II, Item 2 and Item 4.
1
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
a. Not applicable
b. Not applicable
c. Not applicable
d. Use of Proceeds
The effective date of the Registration Statement for which use of proceeds
information is being disclosed herein was November 10, 1998 and the SEC file
number assigned to the Registration Statement was 333-63267. The offering (the
"Offering") to which the Registration Statement related commenced on November
12, 1998 and has been terminated following the sale of all securities
registered. The managing underwriter for the offering was Keefe, Bruyette and
Woods, Inc. The class of securities registered by the Registration Statement was
the Company's Common Stock, par value $1.00 per share.
For the account of the Company, the number of shares of Common Stock
registered and sold was 1,182,517 and the aggregate offering price of such
shares was $14,190,204. For the account of the selling shareholders, the number
of shares of Common Stock registered and sold was 791,783 and the aggregate
offering price of such shares was $9,501,396.
In connection with the Offering, the Company incurred expenses of $993,314
for underwriter's discounts and other expenses of $356,392 resulting in total
expenses of $1,349,706. No Offering expenses were paid to an affiliate of the
Company.
The net proceeds of the Offering to the Company were $12,840,498, of which
the Company used $2,000,000 for repayment of indebtedness to Norwest Bank
Minnesota, National Bank Minnesota, National Association and $11,196,890 for
working capital.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 9, 1998, the Company held a special meeting of shareholders to
consider and act upon the following items:
1. The Company's Articles of Incorporation were amended to:
a. increase the number of authorized shares of common stock
to 50 million shares and to increase the number of authorized
shares of preferred stock to 20 million shares, issuable in
series by the Board of Directors;
b. provide for indemnification to the fullest extent allowed
by law;
c. reclassify and amend Article Four, Section 4.3.1 which
prohibits preemptive rights as Article Thirteen;
d. reclassify Article Four, Section 4.3.3 which prohibits
cumulative voting as Article Fourteen;
e. reduce from two-thirds to a majority the number of shares
of common stock required to approve extraordinary corporate
transactions;
f. limit, consistent with Texas law, the liability of the
Company's directors for monetary damages in certain instances;
and
g. increase from 10% to 50% the percentage of the
outstanding shares of the Company entitled to vote that is
required to call a special meeting of Company's shareholders.
With respect to each amendment of the Articles of Incorporation, the
voting was as follows:
For Against Abstain
Amendment of Articles to
increase authorized stock 3,373,564 61,100 --
Amendment of Articles to
provide for idemnification
to the fullest extent
allowed by law 3,373,564 61,100 --
Reclassify and amend
Article Four, Section
4.3.1 of the Articles 3,350,364 61,100 23,200
Reclassify Article Four,
Section 4.3.3 of the
Articles 3,350,364 84,300 --
Amendment of Articles to
reduce the vote required
to approve extraordinary
corporate transactions 3,373,564 61,100 --
Amendment of Articles to
limit the liability of
Directors for monetary
damages in certain
instances 3,371,964 62,700 --
Amendment of Articles to
increase the percentage
of shares required to
call a special meeting of
shareholders 3,373,564 61,100 --
2. The Company's Bylaws were amended to:
a. provide for the classification of the Board of Directors
into three classes of directors with staggered terms of office;
and
b. permit the Bylaws of the Company to be amended only by the
Board of Directors.
A total of 3,373,564 shares were voted in favor of the amendments to the
Bylaws and 61,100 shares were voted against the amendments to the Bylaws.
3. The existing directors were elected to the following classes: (i)
J.T. Herin, Charles Slavik and Harrison Stafford were elected as
Class I directors to serve until the 1999 annual meeting of
shareholders; Harry Bayne, Jim Bouligny and Robert Steelhammer were
elected as Class II directors to serve until the 2000 annual
meeting of shareholders; and Tracy T. Rudolph and David Zalman
were elected as Class III directors to serve until the 2001 annual
meeting of shareholders. A total of 3,373,564 shares were voted in
favor of the election of each director and 61,100 shares were
withheld from voting for each diretor.
4. The Company's 1998 Stock Incentive Plan was approved. A total
3,371,964 shares were voted in favor of the plan and 62,700 shares
were voted against the plan.
The number of shares voted has been adjusted to reflect the four-for-one stock
split effective September 10, 1998. There was no other business to come before
the meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROSPERITY BANCSHARES, INC.
/s/ DAVID ZALMAN
David Zalman
Vice President/Secretary
/s/ DAVID HOLLAWAY
David Hollaway
Chief Financial Officer
26