0000705432-17-000132.txt : 20171103 0000705432-17-000132.hdr.sgml : 20171103 20171102174802 ACCESSION NUMBER: 0000705432-17-000132 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171103 DATE AS OF CHANGE: 20171102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHSIDE BANCSHARES INC CENTRAL INDEX KEY: 0000705432 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 751848732 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12247 FILM NUMBER: 171173877 BUSINESS ADDRESS: STREET 1: 1201 S BECKHAM CITY: TYLER STATE: TX ZIP: 75701 BUSINESS PHONE: 9035317111 FORMER COMPANY: FORMER CONFORMED NAME: SOBANK INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHSIDE BANCSHARES INC CENTRAL INDEX KEY: 0000705432 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 751848732 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1201 S BECKHAM CITY: TYLER STATE: TX ZIP: 75701 BUSINESS PHONE: 9035317111 FORMER COMPANY: FORMER CONFORMED NAME: SOBANK INC DATE OF NAME CHANGE: 19920703 425 1 a8kcashdivregapprovals_110.htm 8-K Document


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): November 2, 2017

Southside Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Texas
0-12247
75-1848732
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


1201 S. Beckham Avenue, 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)

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:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
p
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 






ITEM 8.01       Other Events

On November 2, 2017, Southside Bancshares, Inc. (“Southside”) issued a press release announcing the declaration of fourth quarter and special cash dividends and also that it had received all regulatory approvals required to complete its merger with Diboll State Bancshares, Inc.  Southside currently expects to complete the merger on or about November 30, 2017, subject to customary closing conditions.

The press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.


ITEM 9.01       Financial Statements and Exhibits

(d)        Exhibits

Exhibit             Description
99.1                  Press release dated November 2, 2017






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:  November 3, 2017
By:
/s/ JULIE N. SHAMBURGER
 
 
Julie N. Shamburger
 
 
Senior Executive Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)



EX-99.1 2 exhibit991merger-cashdivre.htm EXHIBIT 99.1 Exhibit
                                            

EXHIBIT 99.1
Southside Bancshares, Inc. Declares Fourth Quarter and Special Cash Dividends and Receives Regulatory Approvals for Merger with Diboll State Bancshares, Inc.

Tyler, Texas (November 2, 2017) - The Board of Directors of Southside Bancshares, Inc. (“Southside”), (NASDAQ: SBSI), parent company of Southside Bank declared a regular quarterly cash dividend of $0.28 per common share. In a separate action, the Board declared a special cash dividend of $0.02 per common share. The combined cash dividend of $0.30 per common share is payable to common stock shareholders of record on November 16, 2017. The cash dividend is scheduled for payment on November 30, 2017.

“The special cash dividend combined with the increase in the quarterly cash dividend during the second quarter of 2017 allows our shareholders to share in the success we have enjoyed during 2017 and will increase our total cash dividends paid for 2017 to $1.11 compared to $1.01 in 2016,” stated Lee Gibson, Chief Executive Officer of Southside.
 
Southside is also pleased to announce that it has received all regulatory approvals required to complete its merger with Diboll State Bancshares, Inc. ("Diboll"), which is scheduled to occur on or about November 30, 2017, subject to customary closing conditions.

After the merger, Southside will have 60 branches in Texas and combined assets of approximately $6.5 billion. The merger, which was unanimously approved by the board of directors of both Southside and Diboll, received the approval of Diboll’s shareholders on October 17, 2017.

About Southside Bancshares, Inc.
Southside Bancshares, Inc. is a bank holding company with approximately $5.48 billion in assets that owns 100% of Southside Bank. Southside Bank currently has 43 branches in Texas and operates a network of 71 ATMs.

To learn more about Southside Bancshares, Inc., please visit our investor relations website at https://www.southside.com/about/investor-relations/. Our investor relations site provides a detailed overview of our activities, financial information and historical stock price data. To receive e-mail notification of company news, events and stock activity, please register on the E-mail Notification portion of the website. Questions or comments may be directed to Suni Davis at (903) 531-7235, or suni.davis@southside.com.

Forward-Looking Statements
Certain statements of other than historical fact that are contained in this document and in other written material, press releases and oral statements issued by or on behalf of Southside Bancshares, Inc. or Diboll State Bancshares, Inc. may be considered to be “forward-looking statements” within the meaning of and subject to the protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management's views as of any subsequent date. These statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “appear,” “believe,” “could,” “should,” “may,” “likely,” “intend,” “probability,” “risk,” “target,” “objective,” “plans,” “potential,” and similar expressions. Forward-looking statements are statements with respect to Southside’s or Diboll’s beliefs, plans, expectations, objectives, goals, anticipations, assumptions, estimates, intentions and future performance and are subject to significant known and unknown risks and uncertainties, which could cause Southside’s or Diboll’s actual results, respectively, to differ materially from the results discussed in the forward-looking statements. For example, statements about the proposed merger involving Southside and Diboll, including the expected timing of completion of the merger and other statements are not historical facts. Among the key factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the following: (i) the risk that a condition to the closing of the merger may not be satisfied; (ii) the timing to consummate the proposed merger; (iii) the risk that the businesses will not be integrated successfully; (iv) the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; (v) disruption from the transaction making it more difficult to maintain relationships with customers, employees or vendors; (vi) the diversion of management time on merger-related issues; and (vii) liquidity risk affecting Southside’s and Diboll’s abilities to meet its obligations when they come due. Additional information concerning Southside Bancshares, Inc., including additional factors that could materially affect its financial



                                            

results, is included in Southside Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 under “Business” and Item 1A “Risk Factors,” and in Southside Bancshares, Inc.’s other filings with the Securities and Exchange Commission. Southside Bancshares, Inc. disclaims any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments, except to the extent required by law.

Additional Information
Southside Bancshares, Inc. has filed a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement included a proxy statement of Diboll State Bancshares, Inc. that also constitutes a prospectus of Southside Bancshares, Inc. The registration statement has been declared effective by the SEC and a definitive proxy statement/prospectus was delivered to the shareholders of Diboll State Bancshares, Inc. SOUTHSIDE BANCSHARES, INC. AND DIBOLL STATE BANCSHARES, INC. URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain (when available) copies of all documents filed with the SEC regarding the transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from: (i) Southside Bancshares, Inc.’s website (www.southside.com) under the tab “Investor Relations,” and then under the tab “Documents”; (ii) Southside Bancshares, Inc. upon written request to Corporate Secretary, P.O. Box 8444, Tyler, Texas 75711; or (iii) Diboll State Bancshares, Inc. upon written request to Jay Shands at 104 North Temple Drive, Diboll, TX 75941.