form_8k.htm
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): August 8,
2007
Southside
Bancshares, Inc.
(Exact
name
of registrant as specified in its charter)
Texas 0-12247 75-1848732
(State or other
jurisdiction (Commission
File Number)
(IRS
Employer Identification
of
incorporation) Number)
1201
S.
Beckham, Tyler,
Texas 75701
(Address
of
principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code (903) 531-7111
NA
(Former
name or former address, if changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following
provisions:
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p
Written communications
pursuant to Rule 425 under Securities Act (17 CFR 230-425)
p
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
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p
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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p
Pre-commencement
communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR
240.13e-4(c))
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1.01 Entry
into a Material Definitive Agreement.
The
information
required by this item is incorporated herein by reference to the disclosures
under Item 2.03 below.
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
Southside
Statutory Trust IV
On
August 8, 2007,
we completed the sale of 22,500 preferred securities with an aggregate
liquidation amount of $22,500,000, which we refer to as the Trust IV Preferred
Securities, through Southside Statutory Trust IV, a newly formed wholly-owned
Delaware statutory trust, or Trust IV, in a private placement transaction,
which
we refer to as the Trust IV Preferred Offering. We intend to use the
proceeds from the sale to fund our proposed acquisition of Fort Worth
Bancshares, Inc.
The
Trust IV
Preferred Securities, which represent preferred undivided beneficial interests
in the assets of Trust IV, were sold pursuant to a Purchase Agreement, dated
August 8, 2007, among us, Trust IV and TWE, Ltd., as Purchaser, which we refer
to as the Trust IV Purchase Agreement. The Trust IV Preferred
Securities require quarterly distributions by Trust IV to the holders of the
Trust IV Preferred Securities at a fixed rate equal to 6.518% per annum through
the interest payment date in October, 2012 and, thereafter, a variable rate,
per
annum, reset quarterly, equal to the three-month London Interbank Offered Rate,
or LIBOR, plus 1.30% per annum through the maturity date of October 30,
2037.
Trust
IV
simultaneously sold 696 of its common securities, which we refer to as the
Trust
IV Common Securities, to us for $696,000, the aggregate liquidation amount
of
the Trust IV Common Securities. The 696 Trust IV Common Securities
constitute all of the issued and outstanding common securities of Trust
IV. The Trust IV Preferred Securities and the Trust IV Common
Securities were issued pursuant to, and their respective terms are governed
by,
an Amended and Restated Trust Agreement, which we refer to as the Trust IV
Agreement, dated as of August 8, 2007, among us, as depositor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee,
and
the individual Administrative Trustees named in the Trust IV
Agreement. The forms of the Trust IV Common Securities Certificate
and the Trust IV Preferred Securities Certificate are included as Exhibits
B and
C, respectively, in the Trust IV Agreement.
Trust
IV used the
proceeds from the sale of the Trust IV Preferred Securities and the Trust IV
Common Securities to purchase $23,196,000 aggregate principal amount of our
unsecured Junior Subordinated Notes due 2037. The Junior Subordinated
Notes are governed by a Junior Subordinated Indenture, which we refer to as
the
Trust IV Indenture, dated as of August 8, 2007, between us and Wilmington Trust
Company, as Trustee. The terms of the unsecured Junior Subordinated
Notes are substantially the same as the terms of the Trust IV Preferred
Securities and require us to make quarterly interest payments to Trust IV at
a
fixed rate equal to 6.518% per annum through the interest payment date in
October, 2012 and, thereafter, a variable rate, per annum, reset quarterly,
equal to the three-month LIBOR plus 1.30% per annum through the maturity date
of
October 30, 2037. The interest payments on the Junior Subordinated
Notes will be used by Trust IV to pay quarterly distributions to the holders
of
the Trust IV Preferred Securities. We may redeem the Junior
Subordinated Notes, in whole or in part, on or after October 30, 2012 or at
any
time upon certain events, such as a change in the regulatory capital treatment
of the Junior Subordinated Notes, Trust IV being deemed an investment company
or
the occurrence of certain adverse tax events. The redemption price
for the Junior Subordinated Notes is equal to the percentage of the principal
amount of the redeemed securities plus accrued but unpaid
interest. Upon a redemption of any Junior Subordinated Notes, a like
amount of Trust IV Preferred Securities will be redeemed for an amount equal
to
the liquidation amount of such Trust IV Preferred Securities plus accumulated
but unpaid distributions.
Pursuant
to a
Guarantee Agreement dated as of August 8, 2007, between us, as Guarantor, and
Wilmington Trust Company, as Guarantee Trustee, which we refer to as the Trust
IV Guarantee Agreement, we have guaranteed the payment of distributions and
payments on liquidation or redemption of the Trust IV Preferred
Securities. Our obligations under the Guarantee Agreement are
subordinate to all of our senior debt.
Southside
Statutory Trust V
On
August 10, 2007,
we completed the sale of 12,500 preferred securities with an aggregate
liquidation amount of $12,500,000, which we refer to as the Trust V Preferred
Securities, through Southside Statutory Trust V, a newly formed wholly-owned
Delaware statutory trust, or Trust V, in a private placement transaction, which
we refer to as the Trust V Preferred Offering. We intend to use the
proceeds from the sale to fund our proposed acquisition of Fort Worth
Bancshares, Inc.
The
Trust V
Preferred Securities, which represent preferred undivided beneficial interests
in the assets of Trust V, were sold pursuant to a Purchase Agreement, dated
August 10, 2007, among us, Trust V and First Tennessee Bank National
Association, as Purchaser, which we refer to as the Trust V Purchase
Agreement. The Trust V Preferred Securities require quarterly
distributions by Trust V to the holders of the Trust V Preferred Securities
at a
fixed rate equal to 7.48% per annum through the interest payment date in
December, 2012 and, thereafter, a variable rate, per annum, reset quarterly,
equal to the three-month LIBOR plus 2.25% per annum through the maturity date
of
September 15, 2037.
Trust
V
simultaneously sold 387 of its common securities, which we refer to as the
Trust
V Common Securities, to us for $387,000, the aggregate liquidation amount of
the
Trust V Common Securities. The 387 Trust V Common Securities
constitute all of the issued and outstanding common securities of Trust
V. The Trust V Preferred Securities and the Trust V Common Securities
were issued pursuant to, and their respective terms are governed by, an Amended
and Restated Trust Agreement, which we refer to as the Trust V Agreement, dated
as of August 10, 2007, among us, as depositor, Wilmington Trust Company, as
Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the
individual Administrative Trustees named in the Trust V
Agreement. The forms of the Trust V Common Securities Certificate and
the Trust V Preferred Securities Certificate are included as Exhibits B and
C,
respectively, in the Trust V Agreement.
Trust
V used the
proceeds from the sale of the Trust V Preferred Securities and the Trust V
Common Securities to purchase $12,887,000 aggregate principal amount of our
unsecured Junior Subordinated Notes due 2037. The Junior Subordinated
Notes are governed by a Junior Subordinated Indenture, which we refer to as
the
Trust V Indenture, dated as of August 10, 2007, between us and Wilmington Trust
Company, as Trustee. The terms of the unsecured Junior Subordinated
Notes are substantially the same as the terms of the Trust V Preferred
Securities and require us to make quarterly interest payments to Trust V at
a
fixed rate equal to 7.48% per annum through the interest payment date in
December, 2012 and, thereafter, a variable rate, per annum, reset quarterly,
equal to the three-month LIBOR plus 2.25% per annum through the maturity date
of
September 15, 2037. The interest payments on the Junior Subordinated
Notes will be used by Trust V to pay quarterly distributions to the holders
of
the Trust V Preferred Securities. We may redeem the Junior
Subordinated Notes, in whole or in part, on or after December 15, 2012 or at
any
time upon certain events, such as a change in the regulatory capital treatment
of the Junior Subordinated Notes, Trust V being deemed an investment company
or
the occurrence of certain adverse tax events. The redemption price
for the Junior Subordinated Notes is equal to the percentage of the principal
amount of the redeemed securities plus accrued but unpaid
interest. Upon a redemption of any Junior Subordinated Notes, a like
amount of Trust V Preferred Securities will be redeemed for an amount equal
to
the liquidation amount of such Trust V Preferred Securities plus accumulated
but
unpaid distributions.
Pursuant
to a
Guarantee Agreement dated as of August 10, 2007, between us, as Guarantor,
and
Wilmington Trust Company, as Guarantee Trustee, which we refer to as the Trust
V
Guarantee Agreement, we have guaranteed the payment of distributions and
payments on liquidation or redemption of the Trust V Preferred
Securities. Our obligations under the Guarantee Agreement are
subordinate to all of our senior debt.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits The
following materials are furnished as exhibits to this Current Report
on
Form 8-K:
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4
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Management
agrees to furnish to the Securities and Exchange Commission, upon
request,
a copy of any agreements or instruments of Southside Bancshares,
Inc. and
its subsidiaries defining the rights of holders of any long-term
debt
whose authorization does not exceed 10% of total
assets.
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SIGNATURE
Pursuant
to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Southside
Bancshares,
Inc.
Date: August
14,
2007 By: /s/ Lee
R. Gibson
Lee
R. Gibson, CPA
Executive Vice President and Chief Financial Officer