=============================================================================== 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): July 12, 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 July 12, 2002, Prosperity Bancshares, Inc. (the "Company") publicly disseminated a press release announcing that it had completed the acquisition of The First State Bank, Needville, Texas. The purpose of this Current Report on Form 8-K is to file as Exhibit 99.1 a copy of the Company's press release dated July 12, 2002 announcing such event. The press release is incorporated by reference into this Item 5 and the foregoing description of the press release is qualified in its entirety by reference to this exhibit. Item 7. Financial Statements and Exhibit. Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K: 99.1 - Press Release dated July 12, 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: July 12, 2002 By: /s/ James D. Rollins III -------------------------------- James D. Rollins III Senior Vice President EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release dated July 12, 2002. 2