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): September 13, 2011

 

 

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   0-25051   74-2331986

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (281) 269-7199

 

 

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 (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

On September 13, 2011, Prosperity Bancshares, Inc. (“Prosperity”) issued a press release announcing that it had entered into an Agreement and Plan of Reorganization (the “Agreement”) with Texas Bankers, Inc. (“Texas Bankers”) pursuant to which Texas Bankers will merge with and into Prosperity, with Prosperity as the surviving entity.

Under the terms of the Agreement, all outstanding stock of Texas Bankers will be converted into the right to receive an aggregate of 315,000 shares of Prosperity common stock, plus cash in lieu of any fractional share, subject to certain conditions and potential adjustments as described in the Agreement. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of Texas Bankers. The transaction is expected to close during the first quarter of 2012, although delays could occur.

The press release announcing the transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits . The following is furnished as an exhibit to this Current Report on Form 8-K:

 

Exhibit
Number

  

Description of Exhibit

99.1    Press Release issued by Prosperity Bancshares, Inc. dated September 13, 2011.

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.
  (Registrant)
Dated: September 14, 2011   By:  

/s/ Peter Fisher

    Peter Fisher
    General Counsel

EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

99.1    Press Release issued by Prosperity Bancshares, Inc. dated September 13, 2011.
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