================================================================================ ================================================================================ 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): September 19, 2001 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 77027 Houston, Texas (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (713) 693-9300 ================================================================================ Item 5. Other Events. On September 19, 2001, Prosperity Bancshares, Inc. (the "Company") publicly disseminated a press release announcing that the Company's Board of Directors had approved a stock repurchase plan. 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 September 19, 2001 announcing such event. Item 7. Financial Statements and Exhibits. Exhibits. 99.1 - Press Release dated September 19, 2001 announcing the approval by the Company's Board of Directors of a stock repurchase plan. 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: September 20, 2001 By: /s/ David Zalman ----------------------------------------- David Zalman President and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release dated September 19, 2001 announcing the approval by the Company's Board of Directors of a stock repurchase plan. -2-