0001144204-12-019175.txt : 20120402 0001144204-12-019175.hdr.sgml : 20120402 20120402063011 ACCESSION NUMBER: 0001144204-12-019175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120401 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROSPERITY BANCSHARES INC CENTRAL INDEX KEY: 0001068851 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742331986 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35388 FILM NUMBER: 12731129 BUSINESS ADDRESS: STREET 1: 4295 SAN FELIPE STREET 2: N/A CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136939300 MAIL ADDRESS: STREET 1: 4295 SAN FELIPE CITY: HOUSTON STATE: TX ZIP: 77027 8-K 1 v308113_8k.htm FORM 8-K

  

 

 

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):  April 1, 2012

Prosperity bancshares, inc.

(Exact name of registrant as specified in its charter)

  

Texas 001-35388 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: (713) 693-9300

 

 

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):

 

xWritten 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 April 2, 2012, Prosperity Bancshares, Inc. (“Prosperity”) issued a press release announcing the closing of the acquisition by Prosperity of The Bank Arlington. A copy of Prosperity's press release is attached hereto 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 April 2, 2012.

 

 
 

 

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:  April 2, 2012 By:    
    James D. Rollins III  
    President and Chief Operating Officer  

 

 
 

 

exhibit index

  

Exhibit  
Number Description of Exhibit
99.1 Press Release issued by Prosperity Bancshares, Inc. dated April 2, 2012.

 

 

 

 EX-99.1 2 v308113_ex99-1.htm EXHIBIT 99.1

Prosperity Bancshares, Inc.® Completes Acquisition of The Bank Arlington

HOUSTON, April 2, 2012 /PRNewswire/ -- Prosperity Bancshares, Inc.® (NYSE: PB) completed the previously announced acquisition of The Bank Arlington on April 1, 2012. The transaction continues Prosperity's strategic growth and expansion of the franchise in the Dallas-Fort Worth Metroplex.

Prosperity, which began trading on the New York Stock Exchange (NYSE) under the symbol "PB" on December 28, 2011, was recently named the #1 bank in America by Forbes in their "2012 Best Banks in America" report.

Pursuant to the terms of the reorganization agreement, Prosperity will issue up to 135,389 shares of Prosperity common stock for all outstanding shares of The Bank Arlington capital stock, plus cash in lieu of fractional shares.

The Bank Arlington operates one (1) banking office in Arlington, Texas, in the Dallas-Fort Worth Metroplex. Prosperity will now operate thirty-two (32) banking centers in the Dallas-Fort Worth area. As of December 31, 2011, The Bank Arlington reported total assets of $37.3 million, total loans of $21.3 million and total deposits of $32.8 million.

Prosperity Bancshares, Inc.®

Prosperity Bancshares Inc.®, recently named "America's Best Bank" by Forbes, is a $9.8 billion Houston, Texas based regional financial holding company, formed in 1983. Operating under a community banking philosophy and seeking to develop broad customer relationships based on service and convenience, Prosperity offers a variety of traditional loan and deposit products to its customers, which consist primarily of small and medium sized businesses and consumers. In addition to established banking products, Prosperity offers a complete line of services including: Internet Banking services at http://www.prosperitybanktx.com, Retail Brokerage Services, MasterMoney Debit Cards, and 24 hour voice response banking. Prosperity currently operates one hundred seventy six (176) full service banking locations; sixty (60) in the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-two (32) in the Dallas/Fort Worth area; twenty-one (21) in the East Texas area; thirty-four (34) in the Central Texas area including Austin and San Antonio; and ten (10) in the Bryan/College Station area.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains, and the remarks by Prosperity's management on the conference call may contain, forward-looking statements within the meaning of the securities laws that are based on current expectations, assumptions, estimates and projections about Prosperity, and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity's control, that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity's securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate fluctuations and interest rate fluctuations; weather; and the stock price volatility associated with "small-cap" companies. These and various other factors are discussed in Prosperity's Annual Report on Form 10-K for the year ended December 31, 2011 and other reports and statements Prosperity has filed with the SEC. Copies of the SEC filings for Prosperity Bancshares, Inc.® may be downloaded from the Internet at no charge from www.prosperitybanktx.com.



CONTACT: Dan Rollins, President and Chief Operating Officer, +1-281-269-7199, dan.rollins@prosperitybanktx.com