0000950129-01-503303.txt : 20011009 0000950129-01-503303.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950129-01-503303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011001 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011002 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: 1934 Act SEC FILE NUMBER: 000-20750 FILM NUMBER: 1750761 BUSINESS ADDRESS: STREET 1: 15000 NORTHWEST FRWY STE 308 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134668300 8-K 1 h91101e8-k.txt STERLING BANCSHARES, INC. - DATED OCTOBER 1, 2001 1 ================================================================================ 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 1, 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.) 2550 NORTH LOOP WEST, SUITE 600 HOUSTON, TEXAS 77092 (Address Of Principal Executive Office and Zip Code) (713) 466-8300 (Registrant's telephone number, including area code) --------------------- ================================================================================ 2 ITEM 5. OTHER EVENTS. On October 2, 2001, Sterling Bancshares, Inc. ("Sterling Bancshares") publicly disseminated a press release announcing that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Community Bancshares, Inc. ("Community Bancshares") which provides for, and sets forth the terms and conditions of, the merger of Community Bancshares with and into Sterling Bancorporation, Inc., a wholly owned subsidiary of Sterling Bancshares. As a result of the merger, Community Bancshares and its subsidiary bank, Community Bank, will become wholly owned subsidiaries of Sterling Bancshares. A copy of Sterling Bancshares' press release announcing the execution of the Merger Agreement is attached hereto as Exhibit 99.1. 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 EXHIBITS. (c) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K: Exhibit Number Description of Exhibit -------- ---------------------- 99.1 Press Release dated October 2, 2001. 3 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: October 2, 2001. STERLING BANCSHARES, INC. By: /s/ Eugene S. Putnam, Jr. ---------------------------------- Eugene S. Putnam, Jr. Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release dated October 2, 2001. EX-99.1 3 h91101ex99-1.txt PRESS RELEASE - DATED OCTOBER 2, 2001 1 EXHIBIT 99.1 NEWS RELEASE For More Information Contact: For Release - October 2, 2001 Eugene S. Putnam, Jr.-Chief Financial Officer 713-507-7292 STERLING BANCSHARES TO ACQUIRE HOUSTON BASED COMMUNITY BANCSHARES OF KATY, TEXAS HOUSTON, Texas, October 2, 2001 - Sterling Bancshares, Inc. (Nasdaq: SBIB) announced today that it has entered into a definitive agreement to acquire Community Bancshares, Inc. of Katy, Texas, in a cash and stock merger. The transaction is expected to close during the 2001 fourth quarter. Community Bancshares, Inc. of Katy, Texas is the privately held bank holding company of Community Bank, which operates two banking offices in Western Houston. As of June 30, 2001, Community had assets of $114 million, loans of $77 million and $106 million in deposits. J. Downey Bridgwater, President of Sterling said, "The merger with Community Bancshares extends our reach in the greater Houston marketplace. Coupled with the closing of our Lone Star Bank acquisition in August, it clearly reinforces our belief that Houston continues to be a terrific market with plenty of growth opportunities. Furthermore, we believe Community's established management team has the leadership and management skills to execute our local banking philosophy." "We are very pleased to join the Sterling team," commented Richard E. Hamner, Vice Chairman of Community. "Sterling is a strong local institution which we believe will allow us to expand the services we offer our customers, while maintaining the close ties to our community. Through this merger our customers will benefit from additional product offerings as well as enhanced convenience." Sterling Bancshares, Inc. is a Houston-based bank holding company that operates 36 community-banking offices in the greater metro areas of Dallas, Houston, San Antonio, and South Texas. Sterling also provides mortgage-banking services through its 80 percent-owned subsidiary, Sterling Capital Mortgage Company. Sterling's common stock is traded through the NASDAQ National Market System under the symbol SBIB. For more information on Sterling Bancshares, please visit the company's web site at www.banksterling.com. Except for historical information contained herein, this press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, the following: general business and economic conditions in the markets Sterling serves may be less favorable than anticipated which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in market rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments; Sterling's liquidity requirements could be adversely affected by changes in its assets and liabilities; legislative or regulatory developments including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial securities industry; competitive factors may increase, including product and pricing pressures among financial services organizations; and changes in fiscal and governmental policies of the United States federal government could have an adverse effect on Sterling's business. Please also read the additional risks and factors described from time to time in Sterling's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2000. ###