1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-22007
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
SOUTHWEST BANK OF TEXAS 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
SOUTHWEST BANCORPORATION OF TEXAS, INC.
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
WITH REPORT OF INDEPENDENT ACCOUNTANTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
TABLE OF CONTENTS
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PAGE(S)
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Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available
for Benefits for the years ended December 31,
2000, 1999 and 1998 3
Notes to Financial Statements 4-10
Supplementary Schedule*:
Schedule H, Item 4i - Assets Held for Investment
Purposes as of December 31, 2000 11
* Other schedules required by Section 2520.103.10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable. Schedule H, Item
4j-Reportable Transactions for the year ended December 31, 2000 has been
omitted because all investment transactions in the Plan were participant
directed and, therefore, not reportable.
4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrative Committee
Southwest Bank of Texas 401(k)
Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Southwest Bank of Texas 401(k) Savings Plan as of December 31, 2000 and
1999, and the related statements of changes in net assets available for benefits
for the three years ended December 31, 2000, 1999 and 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Southwest Bank
of Texas 401(k) Savings Plan as of December 31, 2000 and 1999, and the changes
in its net assets available for benefits for the years ended December 31, 2000,
1999 and 1998 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2000 is presented for purposes of
complying with the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974 and is not
a required part of the basic financial statements. The supplemental schedule has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated, in all materials
respects, in relation to the basic financial statements taken as a whole.
/s/ Ham, Langston & Brezina, L.L.P.
Houston, Texas
June 8, 2001
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
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Cash $ 328,616 $ 156,293
Investments:
Money market funds 35,393 4,670
Common stock 16,979,102* 10,792,463*
Shares of registered investment companies,
reported at fair value:
American Industries Trust Short Term Income
Fund 3,397,611* 1,992,387*
Fidelity Spartan US Equity Index Fund 2,467,658* 2,106,676*
Fidelity Puritan Fund -- 1,766,803*
Fidelity Growth and Income Fund -- 2,878,803*
American Industries Trust SMART Aggressive Fund 228,847 207,047
American Industries Trust SMART Moderate Fund 503,564 417,780
American Industries Trust SMART Conservative
Fund 485,409 668,585
AIM Aggressive Growth Fund 2,390,871* --
AIM Balanced Fund A 1,519,976 --
AIM Charter Fund 2,587,065* --
AIM Global Telecommunication & Technology Fund 33,736 --
AIM Value Fund Class A 2,861,385* 2,478,231*
Baron Asset Fund -- 1,998,752*
Janus Worldwide Fund 2,858,495* 2,452,522*
Janus Enterprise Fund 703,404 --
Loomis Sayles Bond Fund 351,972 407,228
Weitz Partners Value Fund -- 454,163
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Total investments 37,404,488 28,626,110
Accounts receivable 82,279 8,500
Loans to participants 712,916 744,439
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Net assets 38,528,299 29,535,342
Accounts payable - purchase of securities -- 34,917
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Net assets available for benefits $38,528,299 $29,500,425
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* Represents five percent or more of net assets.
The accompanying notes are an integral
part of these financial statements.
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
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2000 1999 1998
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Additions to net assets
attributable to:
Investment income:
Interest and/or dividends $ 70,269 $ 50,509 $ 79,149
Net appreciation in fair
value of investments 7,537,289 5,221,286 1,508,069
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Total investment income 7,607,558 5,271,795 1,587,218
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Contributions:
Transfer in from other plan -- 7,741,257 1,949,649
Employer 1,691,577 1,379,582 972,277
Employee 3,524,181 2,533,874 3,456,964
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Total contributions 5,215,758 11,654,713 6,378,890
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Total additions 12,823,316 16,926,508 7,966,108
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Deductions from net assets
attributable to:
Benefits to participants 3,737,572 1,032,947 391,578
Administrative expenses 57,870 -- --
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Total deductions 3,795,442 1,032,947 391,578
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Increase in net assets available
for benefits 9,027,874 15,893,561 7,574,530
Net assets available for benefits
at beginning of year 29,500,425 13,606,864 6,032,334
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Net assets available for benefits
at end of year $38,528,299 $29,500,425 $13,606,864
=========== =========== ===========
The accompanying notes are an integral
part of these financial statements.
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN
The following description of the Southwest Bank of Texas (the "Company")
401(k) Savings Plan (the "Plan") (formerly Southwest Bank of Texas
National Association Savings Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provision.
GENERAL
The Plan, adopted by the Company's board of directors and effective
December 30, 1985 is a defined contribution plan covering all employees
who have attained the age of eighteen years (18) and have completed one
full year of service as defined in the Plan. Effective January 1, 1994,
the Plan was amended and restated to conform to a prototype plan offered
by American Industries Trust Company (the "Custodian"). The Plan is
subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
On April 1, 1999 the Fort Bend Federal Savings and Loan Association of
Rosenberg Profit Sharing Plan and Trust and Fort Bend Holding Corporation
Employee Stock Ownership Plan (the "Fort Bend Plans") were merged into
the Plan. Upon termination of the Fort Bend Plans, all of its
participants were immediately fully vested in the benefits provided
pursuant to the Fort Bend Plans, and the trustee of the Fort Bend Plans
was directed to transfer the net assets of the Fort Bend Plans to the
trustee of the Plan. The transferred net assets have been recognized in
the accounts of the Plan at their balances as previously carried in the
accounts of the Fort Bend Plans. The total amount of net assets available
for benefits transferred was $7,741,257.
In addition, the Plan was amended to provide service credit for
eligibility and vesting for individuals employed by Fort Bend Federal
Savings and Loan Association of Rosenberg as of the date of merger and
who subsequently became employees of the Company.
CONTRIBUTIONS
Each year participants may elect to defer from 1% to 15% of pretax annual
compensation to the Plan, subject to the limitations specified in the
Internal Revenue Code. The Company is required to make matching
contributions equal to 100% of the participant's eligible deferred
contributions not to exceed 5% of the participant's annual compensation
for the Plan Year. The Plan also allows the Company to make discretionary
contributions as determined by the board of directors.
Continued
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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1. DESCRIPTION OF PLAN, CONTINUED
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, earnings on the investments selected by the participant
and Company matching and discretionary contributions. Company
contributions and earnings on investments are allocated to each
participant's account according to compensation based allocation formulas
contained in the Plan agreement. Forfeitures can be used to pay expenses
under the Plan. Forfeitures not used to pay expenses are allocated to
each participant's account according to compensation based allocation
formulas contained in the Plan agreement. The Company pays substantially
all expenses of plan administration.
VESTING
Participants are immediately vested in their contributions and earnings
thereon, as follows:
Years of Service Vesting
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Less than 2 0%
2 40%
3 60%
4 80%
5 or more 100%
PARTICIPANT LOANS
The Custodian may make loans to participants from the Plan, subject to
the provisions of the trust instrument.
PAYMENT OF BENEFITS
The account of a withdrawing participant is equal to the current market
value of his or her vested balance in the account. The normal retirement
age under the Plan is 65 but early retirement is allowed at or after age
55. Hardship and in-service withdrawals are allowed under the Plan before
age 55 but such withdrawals may have income tax consequences to the
participant. Benefits are generally paid by lump-sum distribution.
Continued
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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1. DESCRIPTION OF PLAN, CONTINUED
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct all of his or her
contributions into one or more of the investment options offered by the
Custodian as follows:
SOUTHWEST BANCORPORATION OF TEXAS, INC. STOCK FUND
Funds are invested in common stock of Southwest Bancorporation of
Texas, Inc. and Subsidiaries.
AMERICAN INDUSTRIES TRUST SHORT TERM INCOME FUND
Funds are invested in shares of a registered investment company that
invests in short-term obligations (money market accounts, certificates of
deposit, or commercial paper) and U.S. governmental obligations (treasury
bills or agency notes).
FIDELITY SPARTAN U.S. EQUITY INDEX FUND
Funds are invested in shares of a registered investment company that
invests in selected common stock of the five hundred companies that make
up the Standard & Poor's 500 Index ("S&P 500") and in other securities
that are based on the S&P 500.
FIDELITY PURITAN FUND
Funds are invested in shares of a registered investment company that
invests in equity securities, bonds and money market instruments.
FIDELITY GROWTH AND INCOME FUND
Funds are invested in shares of a registered investment company that
invests in equity securities that seek long-term growth of capital and
income.
Continued
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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1. DESCRIPTION OF PLAN, CONTINUED
INVESTMENT OPTIONS, CONTINUED
AMERICAN INDUSTRIES TRUST SMART AGGRESSIVE FUND
Funds are invested in shares of a registered investment company that
invests primarily in common stock of domestic and foreign companies with
the potential for high growth.
AMERICAN INDUSTRIES TRUST SMART MODERATE FUND
Funds are invested in shares of a registered investment company that
invests in intermediate-term bonds and common stock of domestic and
foreign companies with the potential for long-term capital growth.
AMERICAN INDUSTRIES TRUST SMART CONSERVATIVE FUND
Funds are invested in shares of a registered investment company that
invests in U.S. government securities, intermediate-term bonds and common
stock of domestic and foreign companies that provide an opportunity for
capital growth that exceeds inflation.
AIM AGGRESSIVE GROWTH FUND
Funds are invested in shares of a registered investment company that
invests in common stocks of companies with the potential for long- term
capital growth.
AIM BALANCED FUND A
Funds are invested in shares of a registered investment company that
invests in a broadly diversified portfolio of high-yielding securities
including common stocks, preferred stocks, convertible securities and
bonds for a high total return consistent with capital preservation.
AIM CHARTER FUND
Funds are invested in shares of a registered investment company that
invests in income-producing securities, including dividend-paying common
stocks and convertible securities, in order to achieve a high total
return through a combination of current income and capital appreciation.
Continued
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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1. DESCRIPTION OF PLAN, CONTINUED
INVESTMENT OPTIONS, CONTINUED
AIM GLOBAL TELECOMMUNICATION & TECHNOLOGY FUND
Funds are invested in shares of a registered investment company that
invests in equity securities of domestic and foreign telecommunications
and technology companies for long-term capital growth.
AIM VALUE FUND A
Funds are invested in shares of a registered investment company that
invests in common stocks of large domestic companies which have the
potential for long-term capital appreciation.
BARON ASSET FUND
Funds are invested in shares of a registered investment company that
invests in common stocks of small to medium-sized companies with
undervalued assets and the potential for high capital growth.
JANUS WORLDWIDE FUND
Funds are invested in shares of a registered investment company that
invests in common stocks of domestic and foreign companies with the
potential for long-term capital appreciation in a manner consistent with
capital preservation.
JANUS ENTERPRISE FUND
Funds are invested in shares of a registered investment company that
invests in common stocks of medium-sized companies with the potential for
long-term capital growth.
LOOMIS SAYLES BOND FUND
Funds are invested in shares of a registered investment company that
invests in preferred stocks and long-term bonds in order to achieve a
high total return through a combination of current income and capital
appreciation.
Continued
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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1. DESCRIPTION OF PLAN, CONTINUED
INVESTMENT OPTIONS, CONTINUED
WEITZ PARTNERS VALUE FUND
Funds are invested in shares of a registered investment company that
invests in common stocks and a variety of securities convertible into
equity, such as rights, warrants, preferred stocks and convertible bonds
in order to achieve a high return through capital appreciation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
INVESTMENT VALUATION
Funds deposited in short-term income accounts are valued at contract
value as reported to the Plan by the Custodian. Investments in various
pooled separate accounts offered by the Custodian are valued at estimated
fair value as determined by the Custodian. Investments in registered
investment companies (mutual funds) are valued based on quoted market
prices in an active market. Investments in employer common stock are
valued at the closing market price on the last business day of the Plan's
fiscal year.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Continued
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses on sale of
investments and unrealized appreciation (depreciation) on those
investments.
3. CREDIT RISK
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds and other investment
securities. Investment securities, in general, are exposed to various
risks, such as interest rate, credit and overall market volatility risk.
Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect the amounts reported in the statements of net assets
available for plan benefits and the amounts reported in participant
accounts.
4. PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by American
Industries. American Industries is the Trustee as defined by the Plan
and, therefore, these transactions qualify as party-in- interest. Trustee
fees paid by the Company, on behalf of the Plan, were $40,088, $81,540
and $53,585 for the years ended December 31, 2000, 1999 and 1998,
respectively.
5. TAX STATUS
The Plan is designed to constitute a qualified plan under section 401(k)
of the Internal Revenue Code ("IRC"). The Plan obtained its latest
determination letter dated April 24, 2001 in which the Internal Revenue
Service stated that the Plan, as amended, is in compliance with the
applicable requirements of the IRC.
6. NON-CASH TRANSACTIONS
Included in benefits to participants for the year ended December 31, 2000
are non-cash distributions of Southwest Bank of Texas common stock with a
value of $194,638.
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SUPPLEMENTAL SCHEDULES
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SOUTHWEST BANK OF TEXAS 401(K) SAVINGS PLAN
SCHEDULE H, ITEM 4I - ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
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EIN: 76-0028668
PIN: 001
NUMBER MARKET
DESCRIPTION OF SHARES VALUE**
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***Common stock-Southwest Bank of
Texas 395,433.0000 $16,979,102*
Money market funds 35,393.3700 35,393
Shares of registered investment
companies:
***American Industries Trust Short
Term Income Fund 3,397,611.2200 3,397,611*
Fidelity Spartan US Equity Index Fund 52,716.4680 2,467,658*
***American Industries Trust SMART
Aggressive Fund 18,269.6691 228,847
***American Industries Trust SMART
Moderate Fund 39,960.9095 503,564
***American Industries Trust SMART
Conservative Fund 39,866.6000 485,409
AIM Aggressive Growth Fund 187,225.5900 2,390,871*
AIM Balanced Fund A 50,514.3390 1,519,976
AIM Charter Fund 173,628.5150 2,587,065*
AIM Global Telecommunication &
Technology Fund 1,854.6210 33,736
AIM Value Fund Class A 228,727.8050 2,861,385*
Janus Worldwide Fund 50,272.5120 2,858,495*
Janus Enterprise Fund 13,204.5120 703,404
Loomis Sayles Bond Fund 31,823.8300 351,972
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Total investment in shares of
registered investment companies 20,389,993
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Total assets held for investment
purposes $37,404,488
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Loans to participants bearing
interest at rates ranging
from 9.5% to 10.5% $ 712,916
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* Represents investments comprising at least 5% of net assets available for
benefits.
** Cost information is not presented because all investments are participant
directed.
*** Represents a party-in-interest.
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Independent Accountants