-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJQqZvVZ5xrs9MzHq0aJwL4m3tWPd6MWElZHTMA/wX113ST0U5Rg1jPXYUGLYqUI AR/gqSJ1AXkkfkmOPm7MTg== 0000912057-01-522037.txt : 20010702 0000912057-01-522037.hdr.sgml : 20010702 ACCESSION NUMBER: 0000912057-01-522037 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS REGIONAL BANCSHARES INC CENTRAL INDEX KEY: 0000787648 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742294235 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-14517 FILM NUMBER: 1671220 BUSINESS ADDRESS: STREET 1: 3700 N TENTH STE 301 STREET 2: PO BOX 5910 CITY: MCALLEN STATE: TX ZIP: 78501 BUSINESS PHONE: 9566315400 MAIL ADDRESS: STREET 1: P O BOX 5910 STREET 2: P O BOX 5910 CITY: MCALLEN STATE: TX ZIP: 78501-5910 11-K 1 a2052498z11-k.txt 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 11-K AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 33-39386 A. Full title of the plan and the address of plan, if different from that of the issuer named below: TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (including 401(k) provisions) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: TEXAS REGIONAL BANCSHARES, INC. 3900 North 10th Street, 11th Floor McAllen, Texas 78501 INDEPENDENT AUDITORS' REPORT The Administrative Committee Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions): We have audited the accompanying statements of net assets available for plan benefits of the Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) as of December 31, 2000 and 1999, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) and Line 4j - Schedule of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Austin, Texas May 25, 2001 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Statements of Net Assets Available for Plan Benefits December 31, 2000 and 1999
ASSETS 2000 1999 ------------ ------------ Investments, at fair value Certificates of deposit ................................. $ 1,363,898 1,167,893 Common stock ............................................ 20,607,080 15,875,616 Participant loans ....................................... 5,548 7,586 ------------ ------------ Total investments ............................... 21,976,526 17,051,095 ------------ ------------ Cash ....................................................... 108,814 43,043 Accrued interest and dividends ............................. 97,985 -- Employer contributions receivable .......................... 283,921 4,764 ------------ ------------ Assets available for plan benefits .............. 22,467,246 17,098,902 LIABILITIES Excess contributions payable ............................... (7,029) (4,489) ------------ ------------ Net assets available for plan benefits .......... $ 22,460,217 17,094,413 ============ ============
See accompanying notes to financial statements. 2 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 2000 and 1999
2000 1999 ----------- ----------- Investment income: Net appreciation in fair value of common stock ..................... $ 3,961,584 2,081,915 Interest .................................... 80,336 60,932 Dividends ................................... 407,379 263,145 Employer contributions ......................... 733,921 959,764 Employee contributions ......................... 875,644 697,875 ----------- ----------- Total additions, net ................ 6,058,864 4,063,631 ----------- ----------- Benefits paid to participants .................. 693,060 1,384,939 ----------- ----------- Net increase in net assets available for plan benefits ....... 5,365,804 2,678,692 Net assets for plan benefits: Beginning of year ........................... 17,094,413 14,415,721 ----------- ----------- End of year ................................. $22,460,217 17,094,413 =========== ===========
See accompanying notes to financial statements. 3 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Notes to Financial Statements December 31, 2000 and 1999 (1) DESCRIPTION OF THE PLAN The following description of the Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) (the ESOP or Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. (A) GENERAL The Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) is a defined contribution plan established effective January 1, 1990 for eligible employees of Texas Regional Bancshares, Inc. (the Company) and its subsidiaries (collectively, the Employer). The principal operating subsidiary of the Company is Texas State Bank. The ESOP is a complete amendment and restatement of the Texas Regional Bancshares, Inc. Target Benefit Plan (the Target Benefit Plan), a target benefit plan established in January 1, 1984 for eligible employees of the Company and its subsidiaries. The Plan is a stock bonus plan containing Section 401(k) features that is intended to qualify under Section 401(a) of the Internal Revenue Code, as amended (the Code). The Plan is also designed to be an employee stock ownership plan under Section 4975(e)(7) of the Code. It is subject to the provisions of the Employee Retirement Income Security Act (ERISA) of 1974. All employees who participated in the Company's Target Benefit Plan continue to participate in the ESOP. (B) CONTRIBUTIONS A participant may authorize the Employer to make a Salary Reduction Contribution by reducing their salary and contributing an amount which shall not be less than 1% or more than 15% of the participant's compensation. Such contributions, when taken into account with other Employer contributions, shall not exceed the maximum deferral percentage computed in accordance with Internal Revenue Code 401(k)(3). The Employer may make a Discretionary Matching Contribution (Matching Contribution) on behalf of each participant up to a maximum of 100% of the participant's Salary Reduction Contribution. The maximum Matching Contribution shall be based on a participant's Salary Reduction Contribution; however, the Matching Contribution shall not exceed 4% of a participant's compensation. For purposes of the Matching Contribution, the participants' compensation for the first year of their eligibility to participate in the salary deferral and match provisions of the Plan shall be the compensation of the participant from the date of their initial Salary Reduction Contribution to the end of the Plan year. The Employer may make a Discretionary Basic Contribution (Basic Contribution) and a Discretionary Optional Contribution (Optional Contribution). All Employer contributions shall be determined at the sole discretion of the Board of Directors of the Company. 4 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Notes to Financial Statements December 31, 2000 and 1999 (C) ELIGIBILITY Effective April 1, 2000, each employee who has attained age 21 shall become a participant and shall be eligible to make Salary Reduction Contributions and receive any Matching Contributions to the Plan on the first day of the calendar month following their completion of three consecutive months of service in which they are credited with at least 250 hours of service. Prior to April 1, 2000, each employee was eligible to make Salary Reduction Contributions and receive any Matching Contributions on January 1 or July 1, which ever the case may be, following their initial date of service provided they have attained age 21 and completed twelve consecutive months of service with 1,000 hours of service. Each employee shall become eligible to begin receiving the Basic Contribution and Optional Contribution on January 1 or July 1, whichever the case may be, following their initial date of service provided they have attained age 21 and completed 12 consecutive months of service with 1,000 hours of service. (D) PARTICIPANT ACCOUNTS Each participant's account is credited with the Salary Reduction Contribution at the time the contributions are made. Each participant's account is adjusted annually with the amount of Employer contributions, if any, forfeitures and Plan earnings. Employer Optional Contributions and forfeitures are allocated in proportion to the amount that each participant's adjusted compensation, as defined, bears to the aggregate of all such participants' adjusted compensation at the end of the Plan year. The Basic Contribution, if any, is allocated as of the anniversary date, defined as the 31st day of December (last day of the Plan year), among the entitled participants in a manner necessary to satisfy the nondiscrimination requirements of the Code. Employer Matching Contributions, if any, are allocated as of the anniversary date among the participants based upon their Salary Reduction Contributions. (E) VESTING Participants are immediately vested in their 401(k) contributions and Employer Basic and Matching Contributions plus allocated earnings thereon. Vesting in the remainder of their accounts is based on years of service. A participant is 100% vested after six years of service, upon death, upon reaching normal retirement age or upon becoming disabled. The Plan is not considered top heavy under the Code Section 416. (F) PARTICIPANT LOANS Participants may borrow from their accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms shall not exceed five years unless the loan is for the primary residence of the participant. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Administrative Committee. Participant loans are carried at the outstanding loan balance, which approximates fair value. 5 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Notes to Financial Statements December 31, 2000 and 1999 (G) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. The amounts in the Plan's participant accounts are then distributed to the Plan's participants who become automatically 100% vested upon Plan termination. (H) PAYMENT OF BENEFITS Upon termination of service, with the approval of the Administrative Committee, a participant may elect to receive the value of their vested account balance either in the normal form of payment which is a straight-life annuity if single or a qualified joint and survivor annuity if married or one of the other optional forms of payment. The optional forms of payment include a lump-sum amount equal to the vested balance of the account, installments certain not to exceed the greater of the life expectancy of the participant or the joint lives and last survivor expectancies of the participant and the participant's designated beneficiary, a combination of the previous methods of payment or a direct rollover to a rollover account. (I) ADMINISTRATION AND TRUSTEES The general administration of the Plan is performed by the Administrative Committee appointed by the Board of Directors of the Company. The Administrative Committee has broad powers regarding supervision and administration of the Plan. Pursuant to the terms of the Plan, the Company's Board of Directors has appointed three members to act as the Plan's Board of Trustees. Among other duties, the Board of Trustees is responsible for receiving and investing contributions, managing investments, making payments to members in accordance with the Plan and performing other actions as directed by the administrator. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) BASIS OF FINANCIAL STATEMENT PRESENTATION The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities as of the date of the statement and changes in net assets available for plan benefits for the period. Actual results could differ from those estimates. 6 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Notes to Financial Statements December 31, 2000 and 1999 (B) INVESTMENTS All of the investments of the Plan are held in trust by the Company. All investments are stated at fair value except participant loans which are carried at the outstanding loan balance, which approximates fair value. Quoted market prices are used to value investments. Unrealized appreciation or depreciation in the fair value of investments held at year end and realized gain or loss on sales of investments during the year are determined using the realized value at the beginning of the year or cost, if acquired, since that date. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The investment in common stock is in that of the Company and the investments in certificates of deposit are issued by Texas State Bank. All investment income is attributable to investments with the Company or its subsidiary. (C) TAX STATUS The Plan obtained its latest determination letter on July 29, 1993, in which the Internal Revenue Service stated that the Plan, as then designated, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The Plan has not applied for a new determination letter. The Plan administrator believes the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code, and therefore, that the Plan was qualified and tax exempt as of the financial statement date. (D) EXPENSES All expenses incident to the administration of the Plan may be paid by the Company and, if not paid by the Company, shall be paid by the Plan. The Company elected to pay all expenses in the years ended December 31, 2000 and 1999. (3) INVESTMENTS COMPRISING AT LEAST 5% OF NET ASSETS AVAILABLE FOR PLAN BENEFITS The following individual investments comprised at least 5% of net assets available for plan benefits at December 31, 2000 and 1999.
IDENTITY OF ISSUE, BORROWER OR DESCRIPTION FAIR DATE SIMILAR PARTY OF INVESTMENT VALUE ----------------------- ----------------------- ----------------------- ----------------- December 31, 2000 Texas Regional Common stock, Bancshares, Inc. 634,064 shares $1 par value $ 20,607,080 December 31, 1999 Texas Regional Common stock, Bancshares, Inc. 547,435 shares $1 par value $ 15,875,616
7 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Notes to Financial Statements December 31, 2000 and 1999 Certificates of deposit have interest rates ranging from 6.25 percent to 6.68 percent and 5 percent to 6 percent at December 31, 2000 and 1999, respectively. The maturity dates of the certificates of deposit range from June 1, 2001 to January 22, 2002 and March 1, 2000 to December 2, 2000 as of December 31, 2000 and 1999, respectively. At December 31, 2000 and 1999, 540,155 and 484,446 shares of common stock, respectively, were nonparticipant-directed. During 2000, the Plan received 57,642 shares of common stock, which had a fair value at December 31, 2000 of $1,873,365, as a result of a 10 percent stock dividend paid by the Company. The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year), which consist entirely of Texas Regional Bancshares, Inc. common stock, appreciated in value by $3,961,584 and $2,081,915 for the years ended December 31, 2000 and 1999, respectively. 8 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Schedule H, Line 4i Schedule of Assets Held at End of Year December 31, 2000 IDENTITY OF ISSUE, BORROWER, LESSOR, CURRENT OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE ----------------------- -------------------------- ---------- ---------- Certificates of deposit: * Texas State Bank 6.25%, due June 1, 2001 $ 56,267 $ 56,267 * Texas State Bank 6.25%, due June 1, 2001 416,971 416,971 * Texas State Bank 6.65%, due March 2, 2002 304,779 304,779 * Texas State Bank 6.49%, due April 1, 2002 260,239 260,239 * Texas State Bank 6.44% due November 2, 2001 71,795 71,795 * Texas State Bank 6.30%, due April 2, 2001 228,430 228,430 * Texas State Bank 6.68%, due January 22, 2002 25,417 25,417 --------- --------- 1,363,898 1,363,898 --------- --------- Common stock: * Texas Regional Common stock 634,064 shares, Bancshares, Inc. $1 par value 6,533,160 20,607,080 --------- ---------- * Participants Participant loans, bearing interest at 6%, due in 2003 4,461 4,461 * Participants Participant loans, bearing interest at 8.25%, due in 2002 1,087 1,087 ---------- --------- 5,548 5,548 ---------- --------- $7,902,606 $21,976,526 ---------- ----------- * Party-in-interest See accompanying independent auditors' report 9 TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions) Line 4J - Schedule of Reportable Transactions Year Ended December 31, 2000
IDENTITY OF PARTY DESCRIPTION PURCHASE COST OF CURRENT VALUE OF ASSET INVOLVED OF ASSET PRICE ASSET ON TRANSACTION DATE ------------------ ------------------ ----------- ----------- ------------------------- Texas Regional 33,000 shares Bancshares, Inc. of common stock $ 881,328 881,328 881,328
The additional columns required by this schedule are not applicable. See accompanying independent auditors' report. 10 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (Including 401(k) provisions) Date: June 28, 2001 /s/ G. E. RONEY ----------------------------- -------------------------------------- G. E. Roney Trustee INDEX TO EXHIBITS FILED HEREWITH SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE - ------- ------- ------------ 1 Independent Auditors' Consent EX-1 2 a2052498zex-1.txt EXHIBIT 1 EXHIBIT 1 THE ADMINISTRATIVE COMMITTEE TEXAS REGIONAL BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN (With 401(k) Provisions): We consent to incorporation by reference in the registration statement on Form S-8 of Texas Regional Bancshares, Inc. (filed under Securities and Exchange Commission File No. 33-39386) of our report dated May 25, 2001, relating to the statements of net assets available for plan benefits of Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended, and the related schedules, which report appears in the December 31, 2000 annual report on Form 11-K of Texas Regional Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions). /s/ KPMG LLP Austin, Texas June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----