================================================================================ 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): January 16, 2002 PROSPERITY BANCSHARES, INC. (Exact name of registrant as specified in its charter) Texas 0-25051 74-2331986 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 4295 San Felipe Houston, Texas 77027 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 693-9300 ================================================================================ Item 5. Other Events. On January 16, 2002, Prosperity Bancshares, Inc. (the "Company") publicly disseminated a press release announcing its earnings for the fourth quarter and year ended December 31, 2001. The purpose of this Current Report on Form 8-K is to file as an exhibit a copy of the Company's press release dated January 16, 2002. Item 7. Financial Statements and Exhibits. Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K: 99.1 - Press Release dated January 16, 2002. 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. PROSPERITY BANCSHARES, INC. Dated: January 16, 2002 By: /s/ David Zalman ------------------------------------------ David Zalman President and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated January 16, 2002. 2