-----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, BzF8f9QeCMR8nK1chj1uduqn9XaXPN/HaGHSdLxp408QukVkvvK02yUVKzEDVS6X Zn8uvYkIRDMRxn3Iv1PfOA== 0000899243-01-000553.txt : 20010313 0000899243-01-000553.hdr.sgml : 20010313 ACCESSION NUMBER: 0000899243-01-000553 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010312 ITEM INFORMATION: FILED AS OF DATE: 20010312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING BANCSHARES INC CENTRAL INDEX KEY: 0000891098 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742175590 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20750 FILM NUMBER: 1566663 BUSINESS ADDRESS: STREET 1: 15000 NORTHWEST FRWY STE 308 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134668300 8-K 1 0001.txt FORM 8-K 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): March 12, 2001 STERLING BANCSHARES, INC. (Exact name of registrant as specified in its charter) Texas 0-20750 74-2175590 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) 15000 Northwest Freeway Houston, Texas 77040 (Address Of Principal Executive Office and Zip Code) (713) 466-8300 (Registrant's telephone number, including area code) _____________________ This document includes "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Other than statements of historical fact, all statements regarding the consummation of the transactions described in this document and the expectations of Sterling Bancshares, Inc. regarding the future performance of its business and its financial position are forward-looking statements. These forward-looking statements may include a statement of the assumptions or bases underlying the forward-looking statements. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. These forward-looking statements are subject to numerous risks and uncertainties. We will not update these statements unless otherwise required by applicable securities laws. ITEM 5. OTHER EVENTS. On February 15, 2001, Sterling Bancshares, Inc., Sterling Bancshares Capital Trust II ("Sterling Capital Trust II") and Sterling Bancshares Capital Trust III ("Sterling Capital Trust III") filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-55724) relating to the offering, from time to time, of trust preferred securities of Sterling Capital Trust II and Sterling Capital Trust III, junior subordinated debentures of Sterling Bancshares, and guarantees of the trust preferred securities by Sterling Bancshares. The Registration Statement was amended by Amendment No. 1 to Form S-3 filed with the SEC on March 5, 2001. On March 12, 2001, Sterling Bancshares and Sterling Capital Trust II filed with the SEC a preliminary prospectus supplement relating to an offering of trust preferred securities by Sterling Capital Trust II (the "Preliminary Prospectus Supplement"). Included in the Preliminary Prospectus Supplement are our preliminary unaudited financial results for the year ended December 31, 2000. Also included within the Preliminary Prospectus Supplement is additional information concerning the proposed acquisition by Sterling Bancshares of CaminoReal Bancshares of Texas, Inc. which was previously announced on October 24, 2000 and reported in our Form 8-K filed with the SEC on October 30, 2000. This Current Report on Form 8-K is being filed by us to provide the additional information concerning the proposed merger and our preliminary unaudited financial results for the year ended December 31, 2000 as included in the Preliminary Prospectus Supplement. PRELIMINARY FINANCIAL RESULTS FOR YEAR ENDED DECEMBER 31, 2000 On January 18, 2001, we announced unaudited preliminary results for the year ended December 31, 2000. Preliminary net income for the year ended December 31, 2000 was $26.6 million, an increase of 24.3% over the $21.4 million in net income in 1999. Preliminary net income per diluted share was $1.00 in 2000, increasing 23.5% over the $0.81 net income per diluted share in 1999, and represents an 18.1% return on average equity for the year. As of December 31, 2000, total assets were $1.93 billion as compared with $1.96 billion on December 31, 1999. The slight decrease in total assets resulted from a reduction in investment securities owned and related borrowings. Total deposits increased $162 million or 11.5% to $1.6 billion, from $1.4 billion on December 31, 1999. Total loans on December 31, 2000 were $1.4 billion, an increase of $173 million or 14.5%, from $1.2 billion on December 31, 1999. Total investment securities were $291 million, a decrease of $234 million or 44.6%. Other borrowings were $147 million, a decrease of $215 million or 59.5%. Net income for the quarter ended December 31, 2000 was $7.0 million, an increase of 12.5% over the $6.2 million in net income for the quarter ended December 31, 1999. Fourth quarter earnings represent a 17.7% return on equity. Fourth quarter earnings per diluted share were $0.26 compared with $0.23 for fourth quarter 1999, an increase of 11.2%. 2 For the quarter ended December 31, 2000, our tax equivalent net interest margin was 5.77%. At December 31, 2000, nonperforming loans of $10.0 million represented 0.73% of our $1.4 billion loan portfolio. Net charge-offs for the year ended December 31, 2000 were $6.6 million or 0.53% of our loan portfolio, while the provision for loan losses for the same period was $9.1 million. At December 31, 2000, the allowance for loan losses was 1.15% of total loans.
At or For the Year Ended December 31, ------------------------------- 2000 1999 ---------- ---------- (dollars in thousands, except per share amounts) (unaudited) Summary of Income: Interest income.................. $ 156,430 $ 123,621 Interest expense................. 58,109 35,132 Net interest income.............. 98,321 88,489 Provision for loan losses........ 9,100 8,643 Noninterest income............... 39,567 29,268 Noninterest expense.............. 89,927 78,026 Income before income taxes....... 38,861 31,088 Net income....................... 26,580 21,423 Common Share Data: Diluted earnings per share....... $ 1.00 $ 0.81 Book value per share............. 6.05 5.12 Tangible book value per share.... 5.82 4.88 Weighted average common and common equivalent shares........ 26,555 26,337 Balance Sheet Data: Total assets..................... $1,925,131 $1,959,480 Loans, net of unearned discount.. 1,368,129 1,194,981 Allowance for loan losses........ 15,693 13,187 Total securities................. 291,181 525,239 Deposits......................... 1,577,735 1,415,551 Other borrowed funds............. 146,919 362,332 Company-obligated mandatorily redeemable 9.28% trust preferred securities of Sterling Bancshares Capital Trust I due June 6, 2027........ 28,750 28,750 Shareholders' equity............. 159,134 134,543 Selected Performance Ratios: Return on average assets......... 1.36% 1.31% Return on average shareholders' equity.......................... 18.08 16.89 Dividend payout ratio............ 19.73 21.06 Net interest margin (tax equivalent)..................... 5.63 6.09 Asset Quality Ratios: Period-end nonperforming loans to total loans.................. 0.73% 0.51% Period-end nonperforming assets to total assets................. 0.62 0.39 Period-end allowance for loan losses to nonperforming loans... 157.20 217.25 Period-end allowance for loan losses to total loans........... 1.15 1.10 Net charge-offs to average loans.... 0.53 0.58
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At or For the Year Ended December 31, ------------------------------- 2000 1999 ---------- ---------- (dollars in thousands, except per share amounts) (unaudited) Liquidity and Capital Ratios: Average loans to average deposits........................ 83.65% 78.37% Period-end shareholders' equity to total assets................. 8.27 6.87 Average shareholders' equity to average assets.................. 7.50 7.75 Period-end Tier 1 capital to risk weighted assets............ 10.78 10.92 Period-end total capital to risk weighted assets................. 11.51 11.83 Period-end Tier 1 leverage ratio (Tier 1 capital to total average assets)................. 9.39 8.28
MERGER WITH CAMINOREAL BANCSHARES OF TEXAS, INC. On October 23, 2000, we entered into a definitive agreement and plan of merger to acquire CaminoReal Bancshares of Texas, Inc. and its subsidiary bank, CaminoReal Bank, National Association, for an aggregate cash purchase price of $51.8 million. The shareholders of CaminoReal Bancshares approved the merger on February 15, 2001. We have received necessary regulatory approval for the merger and are subject to the expiration of the waiting period which expires on March 14, 2001. We expect to close the merger by the end of the first quarter of 2001. The following summary additional consolidated financial data combines the historical consolidated financial statements of Sterling Bancshares and CaminoReal Bancshares as if the merger had occurred on December 31, 2000. In contemplation of the merger, CaminoReal Bancshares recorded $6.6 million in expenses related to the exchange of options and elimination of existing goodwill. An aggregate amount of $5.8 million of junior subordinated debentures issued by CaminoReal Bancshares were converted into equity. We anticipate that the merger will generate goodwill of $27.1 million. The following also reflects our proposed issuance of $25 million of junior subordinated debentures relating to Sterling Capital Trust II's offering of its trust preferred securities.
At or For the Year Ended December 31, 2000 ---------------------- (dollars in thousands) (unaudited) Balance Sheet Data: Total assets....................................... $2,215,645 Loans, net of unearned discount.................... 1,517,721 Allowance for loan losses.......................... 17,566 Total securities................................... 389,716 Deposits........................................... 1,836,259 Other borrowed funds............................... 152,436 Company-obligated mandatorily redeemable 9.28% trust preferred securities of Sterling Bancshares Capital Trust I due June 6, 2027.................................. 28,750 Company-obligated mandatorily redeemable % trust preferred securities of Sterling Bancshares Capital Trust II due , 2031................................ 25,000 Shareholders' equity............................... 159,134
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At or For the Year Ended December 31, 2000 ---------------------- (dollars in thousands) (unaudited) Asset Quality Ratios: Period-end nonperforming loans to total loans............................................. 0.66% Period-end nonperforming assets to total assets.... 0.56 Period-end allowance for loan losses to nonperforming loans............................... 174.93 Period-end allowance for loan losses to total loans............................................. 1.16 Net-charge-offs to average loans................... 0.53 Liquidity and Capital Ratios: Average loans to average deposits.................. 83.64% Period-end shareholders' equity to total assets.... 7.18 Average shareholders' equity to average assets..... 7.50 Period-end Tier 1 capital to risk weighted assets.. 9.62 Period-end total capital to risk weighted assets... 10.41 Period-end Tier 1 leverage ratio (Tier 1 capital to total average assets)............................. 9.25
5 SIGNATURE 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 thereunto duly authorized. Dated: March 12, 2001. STERLING BANCSHARES, INC. By: /s/ EUGENE S. PUTNAM, JR. ----------------------------------------- Eugene S. Putnam, Jr. Chief Financial Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----