1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998 and 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 33-00579
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SOUTHSIDE BANCSHARES CORP. EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(K) PROVISIONS
- -------------------------------------------------------------------------------
(Full title of the plans)
SOUTHSIDE BANCSHARES CORP.
3606 Gravois Avenue
St. Louis, 63116
Missouri
(Name of issuer of the securities held pursuant to the plans
and address of its principal executive office)
2
REQUIRED INFORMATION
Financial Statements:
4. In lieu of the requirements of Items 1-3, audited statements and
schedules prepared in accordance with the requirements of ERISA for the
plan's fiscal years ended December 31, 1998 and 1997 are presented on pages
3 through 19.
Exhibits:
23b. Consent of Hopkins & Howard, PC
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
/s/ Thomas M. Teschner
-------------------------------------
Trustee of the Plan and
President & Chief Executive Officer
DATE: June 29, 1999
3
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Financial Statements and
Supplemental Materials
Years ended December 31, 1998 and 1997
[HOPKINS & HOWARD, P.C. LOGO]
4
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Table of Contents
________________________________________________________________________________
Independent Auditor's Report 1
Financial Statements
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for
Plan Benefits 3
Summary of Accounting Policies 4
Notes to Financial Statements 5-11
Supplemental Material
Schedules of Assets Held for Investment 13-14
Schedules of Transactions or Series of Transactions in
Excess of 5% of Plan Assets at
Beginning of year 15-16
5
[HOPKINS & HOWARD, P.C. LOGO]
7777 Bonhomme Saint Louis, Missouri 63105
INDEPENDENT AUDITORS' REPORT
----------------------------
The Plan Administrator and Participants
Southside Bancshares Corp.
Employee Stock Ownership Plan with 401(k) Provisions
St. Louis, Missouri
We have audited the accompanying statements of net assets available for plan
benefits of the Southside Bancshares Corp. Employee Stock Ownership Plan with
401(k) Provisions (the Plan) as of December 31, 1998 and 1997, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the Plan's
Trustee. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Southside Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions
at December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements of the Southside Bancshares Corp. Employee Stock Ownership Plan with
401(k) Provisions taken as a whole. The schedules included in the supplemental
material are presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 and are not a required part of the basic financial
statements. Such supplemental material has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Hopkins & Howard
May 21, 1999
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1998 and 1997
________________________________________________________________________________
1998 1997
-------------------------------------- -------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
--------- ----------- ----- --------- ----------- -----
ASSETS
Investments, at fair value (notes 2 and 3)
Southside Bancshares Corp. common stock,
881,077 allocated shares and 259,434
unallocated shares at December 31, 1998
and 897,210 allocated shares and 296,496
unallocated shares at December 31, 1997 $ 11,343,867 3,340,213 14,684,080 10,542,216 3,483,828 14,026,044
Mutual Funds:
SEI S&P 500 Index Fund 1,743,393 - 1,743,393 939,218 - 939,218
Institutional shares of Federated GNMA
Trust 207,474 - 207,474 172,116 - 172,116
Fidelity Funds Government Money Market 526,102 - 526,102 423,854 - 423,854
---------- --------- ---------- ---------- --------- ----------
$ 13,820,836 3,340,213 17,161,049 12,077,404 3,483,828 15,561,232
Receivables:
Employer contribution 313,864 - 313,864 304,545 - 304,545
Employees contributions 26,321 - 26,321 21,859 - 21,859
Loans to participants 87,715 - 87,715 14,962 - 14,962
Accrued interest and dividends 7,920 - 7,920 6,693 - 6,693
---------- --------- ---------- ---------- --------- ----------
435,820 - 435,820 348,059 - 348,059
Total Assets $ 14,256,656 3,340,213 17,596,869 12,425,463 3,483,828 15,909,291
LIABILITIES
Loan payable (Note 4) - 1,383,648 1,383,648 - 1,581,312 1,581,312
Excess employee contributions 13 - 13 156 - 156
---------- --------- ---------- ---------- --------- ----------
Total Liabilities 13 1,383,648 1 ,383,661 156 1,581,312 1,581,468
---------- --------- ---------- ---------- --------- ----------
Net Assets Available for Benefits $ 14,256,643 1,956,565 16,213,208 12,425,307 1,902,516 14,327,823
========== ========= ========== ========== ========= ==========
See accompanying summary of accounting policies and notes to financial
statements.
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7
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31, 1998 and 1997
________________________________________________________________________________
1998 1997
-------------------------------------- -------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
--------- ----------- ----- --------- ----------- -----
Additions to Net Assets Attributed to:
Investment income:
Net appreciation in fair value of
investments (note 3) $ 1,327,694 291,863 1,619,557 5,511,177 1,235,400 6,746,577
Realized gain on sale of assets 1,533 - 1,533 3,600 - 3,600
Dividends - stock 264,695 75,063 339,758 243,050 69,182 312,232
Interest 76,199 - 76,199 76,976 - 76,976
---------- --------- ---------- ---------- --------- ----------
1,670,121 366,926 2,037,047 5,834,803 1,304,582 7,139,385
Allocation of Southside Bancshares Corp.
common stock, 37,062 shares, at market,
in 1998 and 1997 435,478 - 435,478 281,053 - 281,053
Employee contributions 489,188 - 489,188 290,566 - 290,566
Employer contributions 116,200 243,187 359,387 106,882 267,515 374,397
---------- --------- ---------- ---------- --------- ----------
Total Additions 2,710,987 610,113 3,321,100 6,513,304 1,572,097 8,085,401
---------- --------- ---------- ---------- --------- ----------
Deductions from Net Assets Attributed to:
Interest expense - 120,586 120,586 - 139,033 139,033
Benefits paid to participants 879,651 - 879,651 4,673,009 - 4,673,009
Allocation of Southside Bancshares Corp.
common stock, 37,062 shares, at market,
in 1998 and 1997 - 435,478 435,478 - 281,053 281,053
---------- --------- ---------- ---------- --------- ----------
Total Deductions 879,651 556,064 1,435,715 4,673,009 420,086 5,093,095
---------- --------- ---------- ---------- --------- ----------
Net Increase 1,831,336 54,049 1,885,385 1,840,295 1,152,011 2,992,306
Net Assets Available for Benefits
Beginning of year 12,425,307 1,902,516 14,327,823 10,585,012 750,505 11,335,517
---------- --------- ---------- ---------- --------- ----------
End of year $ 14,256,643 1,956,565 16,213,208 12,425,307 1,902,516 14,327,823
========== ========= ========== ========== ========= ==========
See accompanying summary of accounting policies and notes to financial
statements.
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Summary of Accounting Policies
________________________________________________________________________________
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting.
INVESTMENTS
Investments are stated at fair market value on December 31, 1998 and 1997. Fair
value is determined by quoted market prices.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported additions to and deductions from net assets.
INCOME TAXES
The Internal Revenue Service issued its latest determination letter on February
7, 1996 which stated that the Plan and its underlying trust qualify under the
applicable provisions of the Internal Revenue Code and, therefore, are exempt
from federal income taxes.
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
________________________________________________________________________________
1. DESCRIPTIONS OF THE PLAN
The following descriptions of Southside Bancshares Corp. Employee Stock
Ownership Plan with 401(k) provisions (the Plan) are provided for general
information only. Participants should refer to the Plan agreement for more
complete information.
GENERAL
The Plan is a defined contribution employee benefit plan covering
substantially all employees of Southside Bancshares Corp. (the
Company) and the employees of its subsidiary banks, Southside National
Bank in St. Louis, State Bank of Jefferson County, Bank of St. Charles
County, and Bank of Ste. Genevieve. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
ELIGIBILITY
Employees are eligible for membership in the Plan after attainment of
age 18 and completion of 6 months of service during the eligibility
computation period. Employees must also complete 1,000 hours of
service each calendar year and be employed at the end of the Plan year
in order to participate in the Company contributions and forfeitures
for that year.
CONTRIBUTIONS
Under the Plan agreement, employees may elect to contribute, on a tax
deferred basis, not less than 1% nor more than 15% of covered
compensation. The Company contributed an amount equal to 50% of these
employee contributions, up to 6% of covered compensation.
Each year the Company may also, at its option, contribute an
additional discretionary amount as determined by the Company's Board
of Directors.
The Company is required to contribute each year, an amount necessary
to service any debt of the Plan incurred for the purpose of acquiring
securities in
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
________________________________________________________________________________
accordance with the terms of the loan agreement. The maximum Company
contribution allocated to a participant's account is the lesser of
$30,000 or 25% [including the 401 (k) Plan] of the member's
compensation paid by the employer for the year plus the interest
obligation on the loans used to purchase stock.
ALLOCATION OF BENEFITS
Employer contributions and forfeitures are allocated to eligible
participants' accounts based upon the ratio of eligible participants'
compensation for the year to total compensation of all eligible Plan
members for the year. Investment income and any gain or loss during
the year is allocated to the participant's account in the same
proportion as the balance of the participant's account to the total of
all participants' accounts as of the previous valuation date.
VESTING
Participants are immediately fully vested in their contributions plus
earnings thereon and one half of the employer matching contributions
made to an employee's account each year. Upon a participant's
attainment of his/her disability, retirement date, 65th birthday, or
upon death, his/her entire account balance as of the most recent
valuation date will become 100% vested. In the event a participant
terminates employment, vesting the remainder of that participant's
account is based on years of continuous service as follows:
Completed years Vested
of service percentage
---------- ----------
Less than 2 0%
2 25%
3 50%
4 75%
5 or more 100%
In the event that the Plan meets certain provisions of the Internal
Revenue Code (the Code), vesting may occur over a shorter period of
time.
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
________________________________________________________________________________
DISTRIBUTIONS
Participants with vested balances of $5,000 or less may choose to have
account balances distributed in either stock or cash. Participants
with vested balances greater than $5,000 are not given the option to
receive cash for the stock included in their account. Participants'
stock withdrawals are distributed from securities held by the Plan by
transfer of common stock to the participants for full-share vested
interest and cash for fractional-share vested interest. Forfeitures
resulting from withdrawals prior to full vesting are allocated to
participants' accounts as previously noted.
LOANS
Participants may request a loan up to 50% of the vested balance in
their account for reasons of financial hardship. All loans must be
repaid in level payments over a maximum of a five-year period with an
exception for loans used to acquire a participant's principal
residence.
DEBT
The Plan purchased Company common shares using the proceeds of a bank
borrowing (see Note 4) guaranteed by the Company, and holds these
shares in a trust established under the Plan. The borrowing is to be
repaid over a period of 10 years by fully deductible Company
contributions to the trust fund. As the Plan makes each payment of
principal, an appropriate percentage of stock will be allocated to
eligible employees' accounts in accordance with applicable regulations
under the Code.
The unallocated shares of stock serve as collateral for the borrowing.
The lender has no rights against shares once they are allocated under
the Plan. Accordingly, the financial statements of the Plan for the
year ended December 31, 1998 and 1997 present separately the assets
and liabilities and changes therein pertaining to:
a. The accounts of employees with vested rights in allocated
stock (Allocated) and
b. Stock not yet allocated to employees (Unallocated)
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
________________________________________________________________________________
ADMINISTRATIVE EXPENSES
The Company pays all expenses incidental to the operation and
management of the Plan.
STOCK SPLIT
On November 15, 1998, the Company effected a three for one stock split
to shareholders of record on November 2, 1998. The 1997 financial
statements have been restated to reflect this stock split for
comparative purposes.
PLAN TERMINATION
The Company reserves the right to terminate the Plan at any time. In
the event of Plan termination, participants become fully vested in
their accounts.
2. PARTY-IN-INTEREST TRANSACTIONS
At December 31, 1998 and 1997, the Plan held an investment in the Company's
common stock valued at $14,684,080 and $14,026,044, respectively. The Plan
also received dividends of $339,758 and $312,232 in 1998 and 1997,
respectively and recognized $1,333,091 and $6,539,041 of market value
appreciation on this investment during the years ended December 31, 1998
and 1997, respectively.
During 1997, the Plan paid in full its note payable of $1,581,312 to United
Missouri Bank of St. Louis (UMB) by borrowing $1,581,312 from South Side
National Bank in St. Louis, an affiliated financial institution. The
proceeds of the loan from UMB were used to purchase 560,010 shares of the
Company's common stock.
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13
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
________________________________________________________________________________
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available for
benefits at December 31, 1998 and 1997 are as follows:
DECEMBER 31, 1998
Issuer Description of investment Fair value
---------------------- ------------------------- -----------
Southside Bancshares Common stock:
Corp. 881,077 shares allocated $11,343,867
259,434 shares unallocated 3,340,213
------- -----------
1,140,511 total shares $14,684,080
===========
SEI S&P 500 Index Fund 45,354 shares $1,743,393
DECEMBER 31, 1997
Issuer Description of investment Fair value
---------------------- ------------------------- -----------
Southside Bancshares Common stock:
Corp. 897,210 shares allocated $10,542,216
296,496 shares unallocated 3,483,828
------- -----------
1,196,706 total shares $14,026,044
===========
SEI S&P 500 Index Fund 30,643 shares $939,218
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
- --------------------------------------------------------------------------------
INVESTMENTS (continued)
During 1998 and 1997 the Plan's investments (including investments bought,
sold and held during the year appreciated in value as follows:
1998 1997
---------- ----------
Southside Bancshares Corp. common stock $1,333,091 $6,539,041
SEI S&P 500 Index Fund 285,841 204,384
Institutional shares of Federated GNMA Trust 625 3,152
---------- ----------
$1,619,557 $6,746,577
========== ==========
Activity in SEI S&P 500 Index Fund and Institutional shares of Federated
GNMA Trust for the years ended December 31, 1998 and 1997, was as follows:
1998 1997
----------- ----------- --------------- ----------
SEI S&P 500 GNMA Trust SEI S&P 500 GNMA Trust
----------- ----------- --------------- ----------
Additions to Net Assets Attributed to
Investment income:
Net appreciation
in fair value of investments $285,841 $625 $204,384 $3,152
Interest and dividends 32,060 11,547 23,013 11,996
Employee contributions 110,229 26,172 84,936 18,625
Fund transfers 376,045 (2,986) (59,326) (20,880)
----------- ---------- --------------- ----------
Net increase 804,175 35,358 253,007 12,893
Balance at beginning of the year 939,218 172,116 686,211 159,223
----------- ---------- --------------- ----------
Balance at the end of the year $1,743,393 $207,474 $939,218 $172,116
=========== ========== =============== ==========
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Notes to Financial Statements
4. LOAN PAYABLE
During 1997, the Plan entered into a loan agreement with South Side National
Bank in St. Louis, (SSNB), an affiliated financial institution, the proceeds
from which were used to repay a loan from UMB, an unaffiliated financial
institution. The original loan from UMB was used to purchase 560,010 shares
of the Company's stock. The loan with SSNB is due April 1, 2005. The note
is secured by the unallocated shares of the Company's common stock and
requires quarterly interest payments at SSNB's prime rate. The loan had a
principal balance of $1,383,648 at December 31, 1998. The loan requires
annual principal payments of $197,664 on April 1 of each year, with the
final payment due April 1, 2005. During the year, 37,062 shares were
released and allocated to the participants under the terms of the Plan.
5. PLAN AMENDMENTS
Effective August 1998, the Company amended the Plan to define "compensation"
as base salary, overtime, and annual board approved bonuses. The Plan's
previous provisions defined "compensation" as base salary, overtime,
commissions paid to salesmen, and annual approved board bonuses.
Effective September 25, 1997, the Company amended the Plan to comply with
regulations prescribed by the Department of Labor (DOL) concerning the
determination of crediting hours of service.
Effective July 1, 1997, the Company amended the plan to allow distribution
of benefits to occur immediately following termination. The previous
provision required a five-year lapse between termination and distribution.
The Plan received its latest determination letter on February 7, 1996, in
which the Internal Revenue Service stated that, the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the Plan's administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
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SUPPLEMENTAL MATERIAL
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Schedule of Assets Held for Investment
As of December 31, 1998
- --------------------------------------------------------------------------------
Description Fair value Cost
----------- ---------- ----
Southside Bancshares Corp. common stock,
881,077 Allocated Shares $11,343,867 5,789,783
259,434 Unallocated Shares 3,340,213 1,383,648
------- ----------- ---------
1,140,511 Total Shares 14,684,080 7,173,431
Mutual Funds:
SEI S&P 500 Index Fund 1,743,393 1,505,899
Institutional shares of Federated GNMA Trust 207,474 208,693
Fidelity Funds Government Portfolio 526,102 526,102
----------- ---------
$17,161,049 9,414,125
=========== =========
See accompanying independent auditors' report.
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Schedule of Assets Held for Investment
As of December 31, 1997
Description Fair value Cost
----------- ---------- ----
South Side Bancshares Corp. common stock,
897,210 Allocated Shares $10,542,216 3,109,151
296,496 Unallocated Shares 3,483,828 1,581,312
------- ----------- ---------
1,193,706 Total Shares 14,026,044 4,690,463
Mutual Funds:
SEI S&P 500 Index Fund 939,218 596,990
Institutional shares of Federated GNMA Trust 172,116 171,172
Fidelity Funds Government Portfolio 423,854 423,854
----------- ---------
$15,561,232 5,882,479
=========== =========
See accompanying independent auditors' report.
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SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Schedule of Transactions or Series of Transactions
in Excess of 5% of Plan Assets at Beginning of Year
For the Year Ended December 31, 1998
Number of Purchase Selling Cost of
transactions price price asset Net gain (loss)
------------ -------- ------- ------- ---------------
SERIES OF TRANSACTIONS
Southside Bancshares 9 - 39.04 342,193 -
(reinvested from 14 - 38.94 199,784 194,238
terminated Pension
Plan Trust as directed
by participants)
See accompanying independent auditors' report.
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20
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Schedule of Transactions or Series of Transactions
in Excess of 5% of Plan Assets at Beginning of Year
For the Year Ended December 31, 1997
Number of Purchase Selling Cost of
transactions price price asset Net gain (loss)
------------ -------- ------- ---------- ---------------
SINGLE TRANSACTIONS
Loan payment 1 $- $- $1,581,312 -
SERIES OF TRANSACTIONS
Government Portfolio
Money Market 47 1.00 1.00 778,659 -
28 1.00 1.00 1,017,548 -
See accompanying independent auditors' report.
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