PRSP » Topics » (Exact name of registrant as specified in its charter)

This excerpt taken from the PRSP 8-K filed Nov 12, 2009.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   0-25051   74-2231986

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Jul 28, 2009.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   0-25051   74-2231986

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Jul 17, 2009.

(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.)

This excerpt taken from the PRSP 10-Q filed May 11, 2009.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Apr 17, 2009.

(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.)

This excerpt taken from the PRSP 10-K filed Mar 2, 2009.

(Exact name of registrant as specified in its charter)

 

 

 

TEXAS   74-2331986

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

PROSPERITY BANK PLAZA

4295 SAN FELIPE

HOUSTON, TEXAS

  77027
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 693-9300

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, par value  
$1.00 per share   NASDAQ Global Select Market
(Title of each class)   (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment of this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large Accelerated Filer  x   Accelerated Filer  ¨   Non-accelerated Filer  ¨   Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of the shares of Common Stock held by non-affiliates as of June 30, 2008, based on the closing price of the Common Stock on the NASDAQ Global Select Market on June 30, 2008 was approximately $1.10 billion.

As of February 20, 2009, the number of outstanding shares of Common Stock was 46,091,297.

This excerpt taken from the PRSP 8-K filed Jan 27, 2009.

(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.)

This excerpt taken from the PRSP 8-K filed Jan 7, 2009.

(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.)

This excerpt taken from the PRSP 8-K filed Nov 13, 2008.

(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.)

This excerpt taken from the PRSP 8-K filed Nov 10, 2008.

(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.)
This excerpt taken from the PRSP 10-Q filed Nov 6, 2008.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Oct 17, 2008.

(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.)

This excerpt taken from the PRSP 8-K filed Sep 10, 2008.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   0-25051   74-2231986

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

This excerpt taken from the PRSP 10-Q filed Aug 8, 2008.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Jul 30, 2008.

(Exact name of registrant as specified in its charter)

 

Texas   0-25051   74-2231986

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Jul 23, 2008.

(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.)

This excerpt taken from the PRSP 8-K filed Jul 16, 2008.

(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.)
This excerpt taken from the PRSP 8-K filed May 21, 2008.

(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.)

This excerpt taken from the PRSP 10-Q filed May 9, 2008.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Apr 18, 2008.

(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.)

This excerpt taken from the PRSP 10-K filed Feb 29, 2008.

(Exact name of registrant as specified in its charter)

 

 

 

TEXAS   74-2331986

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

PROSPERITY BANK PLAZA

4295 SAN FELIPE

HOUSTON, TEXAS

  77027
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 693-9300

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, par value  
$1.00 per share   Nasdaq Global Select Market
(Title of each class)   (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment of this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large Accelerated Filer  x   Accelerated Filer  ¨   Non-accelerated Filer  ¨   Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of the shares of Common Stock held by non-affiliates as of June 30, 2007, based on the closing price of the Common Stock on the NASDAQ Global Select Market on June 30, 2007 was approximately $1.25 billion.

As of February 26, 2008, the number of outstanding shares of Common Stock was 44,195,710.

This excerpt taken from the PRSP 8-K filed Feb 28, 2008.

(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.)

 

This excerpt taken from the PRSP 8-K filed Jan 25, 2008.

(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.)
This excerpt taken from the PRSP 10-Q filed Nov 9, 2007.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Oct 24, 2007.

(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.)

 

This excerpt taken from the PRSP 8-K filed Oct 23, 2007.

(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.)

This excerpt taken from the PRSP 8-K filed Oct 19, 2007.

(Exact name of registrant as specified in its charter)

 


 

Texas   0-25051   74-2231986

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

This excerpt taken from the PRSP 10-Q filed Aug 9, 2007.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Aug 2, 2007.

(Exact name of registrant as specified in its charter)

 


 

Texas   0-25051   74-2231986

(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)

This excerpt taken from the PRSP 8-K filed Aug 1, 2007.

(Exact name of registrant as specified in its charter)

 


 

Texas   0-25051   74-2231986

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

This excerpt taken from the PRSP 8-K filed Jul 20, 2007.

(Exact name of registrant as specified in its charter)

 

Texas   0-25051   74-2331986
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
4295 San Felipe    
Houston, Texas     77027
(Address of principal executive offices)     (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):

 

¨ 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 2.02. Results of Operations and Financial Condition.

On July 20, 2007, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the second quarter ending June 30, 2007. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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 July 20, 2007.
This excerpt taken from the PRSP 8-K filed Jul 3, 2007.

(Exact name of registrant as specified in its charter)

 


 

Texas   0-25051   74-2231986

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

4295 San Felipe

Houston, Texas

    77027
(Address of principal executive offices)     (Zip Code)
This excerpt taken from the PRSP 10-Q filed May 10, 2007.

(Exact name of registrant as specified in its charter)

 

TEXAS   74-2331986
(State or other jurisdiction of incorporation
or organization)
  (I.R.S. Employer
Identification No.)
This excerpt taken from the PRSP 8-K filed May 4, 2007.

(Exact name of registrant as specified in its charter)

 


 

Texas   0-25051   74-2231986

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

4295 San Felipe

Houston, Texas

  77027
(Address of principal executive offices)   (Zip Code)
This excerpt taken from the PRSP 8-K filed Apr 20, 2007.

(Exact name of registrant as specified in its charter)

 

Texas   0-25051   74-2331986
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation or organization)     Identification No.)

 

4295 San Felipe  
Houston, Texas   77027
(Address of principal executive offices)   (Zip Code)
This excerpt taken from the PRSP 8-K filed Apr 16, 2007.

(Exact name of registrant as specified in its charter)

 

Texas   0-25051   74-2231986
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

4295 San Felipe
Houston, Texas
  77027
(Address of principal executive offices)   (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):

 

¨ 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))

 



Explanatory Note: This Amendment No. 2 to the Current Report on Form 8-K of Prosperity Bancshares, Inc. (“Prosperity”) dated January 31, 2007 is filed for the purpose of filing the pro forma financial information required by Item 9.01(b) of Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma consolidated combined financial statements of Prosperity are attached hereto as Exhibit 99.2:

 

Unaudited Pro Forma Consolidated Combined Balance Sheet as of September 30, 2006   
Unaudited Pro Forma Consolidated Combined Statement of Income for the nine months ended September 30, 2006   
Unaudited Pro Forma Consolidated Combined Statement of Income for the year ended December 31, 2005   

(d) Exhibits.

The following materials are filed as exhibits to this Amendment No. 2 to Current Report on Form 8-K/A:

 

Exhibit No.   

Description of Exhibit

2.1    Agreement and Plan of Reorganization, dated as of July 16, 2006, as amended, by and between Prosperity Bancshares, Inc. and Texas United Bancshares, Inc. (incorporated herein by reference to the Exhibit 2.1 to Prosperity’s Registration Statement on Form S-4 (Registration No. 333-138026)).
10.1    Non-Competition, Non-Solicitation and Confidentiality Agreement, dated as of January 31, 2007, by and between L. Don Stricklin, Texas United and Prosperity (incorporated herein by reference to Exhibit 10.1 to Prosperity’s Current Report on Form 8-K filed on February 2, 2007).
99.1    Press Release issued by Prosperity dated February 1, 2007 (incorporated herein by reference to Exhibit 99.1 to Prosperity’s Current Report on Form 8-K filed on February 2, 2007).
99.2    Unaudited pro forma consolidated combined financial statements.

 

-2-


This excerpt taken from the PRSP 10-K filed Mar 1, 2007.

(Exact name of registrant as specified in its charter)

 


 

TEXAS   74-2331986

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

PROSPERITY BANK PLAZA

4295 SAN FELIPE

HOUSTON, TEXAS

  77027
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 693-9300

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value

$1.00 per share

Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment of this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large Accelerated Filer  x   Accelerated Filer  ¨   Non-accelerated Filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of the shares of Common Stock held by non-affiliates as of June 30, 2006, based on the closing price of the Common Stock on the Nasdaq National Market System on June 30, 2006 was approximately $885.3 million.

As of February 28, 2007, the number of outstanding shares of Common Stock was 43,667,909.

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