Form 8-K

UNITED STATES

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): October 25, 2004

 

 

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

Texas   0-25051   74-2231986

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

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

 

 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 25, 2004, Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), the parent company of Prosperity Bank, El Campo, Texas, and First Capital Bankers, Inc., a Texas corporation (“First Capital”), the parent company of FirstCapital Bank, ssb, Corpus Christi, Texas, entered into an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which First Capital will merge with and into Prosperity.

 

Under the terms of the Agreement, First Capital shareholders will receive 1.6288 shares of Prosperity common stock for each share of First Capital stock held, subject to adjustment. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of First Capital and Prosperity. The merger is currently expected to be completed in the first quarter of 2005.

 

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this current report on Form 8-K and which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (c) Exhibits. The following is filed as an exhibit to this current report on Form 8-K:

 

Exhibit

Number

  

Description of Exhibit

2.1   Agreement and Plan of Reorganization by and between Prosperity Bancshares, Inc. and First Capital Bankers, Inc. dated as of October 25, 2004.

 

-2-

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.
                        (Registrant)
Dated: October 27, 2004   By:  

/s/ Dan Rollins

        Dan Rollins
        Senior Vice President

 

EXHIBIT INDEX

 

Exhibit

Number

  

Description of Exhibit

2.1   Agreement and Plan of Reorganization by and between Prosperity Bancshares, Inc. and First Capital Bankers, Inc. dated as of October 25, 2004.