Rule 424(b)(3)
File No. 333-58428
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JUNE 24, 1998
This prospectus supplement provides supplemental information to the
reoffer prospectus concerning selling shareholders. On page three of the reoffer
prospectus, the discussion under the caption "Selling Shareholders" is
supplemented and updated to read as follows:
SELLING SHAREHOLDERS
The shares of our common stock to which this Prospectus relates are
being registered for reoffers and resales by the selling shareholders, who
acquired or may acquire shares of common stock pursuant to the Southside
Bancshares, Inc. 1993 Incentive Stock Option Plan, as amended. The selling
shareholders may resell all, a portion or none of these shares of common stock
from time to time. The following table sets forth with respect to each selling
shareholder, based upon information available to us as of May 16, 2003, the name
of such selling shareholder, the number of shares beneficially owned, the number
of shares offered by this Prospectus and the number and percent of shares of
common stock owned after this offering, assuming the sale of all of the shares
offered hereby. The ownership amounts set forth in the table also include shares
underlying options that have been granted and are exercisable within 60 days.
We may amend or supplement this Prospectus from time to time in the
future to update or change this list of selling shareholders and shares that may
be resold.
SHARES BENEFICIALLY OWNED
AFTER THE OFFERING (9)
NUMBER OF SHARES MAXIMUM NUMBER OF -------------------------------
NAME (1) BENEFICIALLY OWNED SHARES OFFERED (8) NUMBER PERCENTAGE
-------- ------------------ ------------------ ------- ----------
Sam Dawson (2) 142,438 118,455 45,676 *
Robbie N. Edmonson (3) 113,635 57,808 55,827 *
Lee Gibson (4) 52,279 67,767 6,205 *
B.G. Hartley (5) 218,824 130,031 117,432 1.40%
Julie Shamburger(6) 12,577 13,614 6,848 *
Jeryl Story (7) 123,469 109,117 36,045 *
* Less than 1%
(1) Within the past three years, the selling shareholders have had the following
relationships with us and Southside Bank: (A) Mr. Dawson is a member of our
board of directors and serves as our president and secretary and is a director,
president and chief operating officer of Southside Bank; (B) Mr. Edmonson is a
member of our board of directors and serves as our vice chairman and is vice
chairman of the board of directors of Southside Bank; (C) Mr. Gibson is our
executive vice president and chief financial officer and holds the same
positions at Southside Bank and also serves as a director of
Southside Bank; (D) Mr. Hartley is chairman of our board of directors and is
also chairman of the board and chief executive officer of Southside Bank; (E)
Ms. Shamburger serves as our vice president and controller and is a senior vice
president of Southside Bank; and (F) Mr. Story is our executive vice president
and a senior executive vice president and director of Southside Bank.
(2) Mr. Dawson holds sole voting and investment power with respect to 37,426
shares and holds sole voting power, but not investment power, with respect to
6,592 shares owned in our ESOP Plan, in which he is 100% vested. Also included
in the total are 96,762 shares subject to incentive stock options that are
exercisable within 60 days of May 16, 2003. Mr. Dawson's wife owns 1,658 shares,
of which he disclaims all beneficial interest, but these shares are included in
the total.
(3) Mr. Edmonson holds sole voting and investment power with respect to 46,863
shares and holds voting power, but not investment power, with respect to 8,964
shares, owned our ESOP Plan, in which he is 100% vested. Also included in the
total are 57,808 shares subject to incentive stock options that are exercisable
within 60 days of May 16, 2003.
(4) Mr. Gibson holds sole voting power, but not investment power, with respect
to 6,040 shares owned in our ESOP plan, in which he is 100% vested. In addition
he holds 95 shares as custodian for his daughter and 70 shares as custodian for
his son. Mr. Gibson disclaims all beneficial interest in these 165 shares. Also
included in the total are 46,074 shares subject to incentive stock options that
are exercisable within 60 days of May 16, 2003.
(5) Mr. Hartley has sole voting and investment power with respect to 89,920
shares. He also holds sole voting power, but not investment power, with respect
to 12,020 shares owned in our ESOP Plan, in which he is 100% vested. Also
included in the total are 15,492 shares owned by Mr. Hartley's wife (2,115 of
those shares are owned in our ESOP Plan) all of which Mr. Hartley disclaims
beneficial interest. Mr. Hartley has 101,392 shares subject to incentive stock
options that are exercisable within 60 days of May 16, 2003.
(6) Ms. Shamburger holds sole voting and investment power with respect to 5,696
shares, and holds sole voting power, but not investment power, with respect to
1,119 shares owned in our ESOP Plan, in which she is 100% vested. In addition,
she holds 11 shares for each child as custodian for her two sons and one
daughter for a total of 33 shares. Mrs. Shamburger disclaims all beneficial
interest in these 33 shares. Also included in the total are 5,729 shares subject
to incentive stock options that are exercisable within 60 days of May 16, 2003.
(7) Mr. Story owns 28,966 shares and holds sole voting and investment power for
these shares. In addition he holds joint voting and investment power with his
wife with respect to 390 shares and sole voting, but not investment power, with
respect to 6,689 shares owned in our ESOP plan, in which he is 100% vested. Also
included in the total
are 87,424 shares subject to incentive stock options that are exercisable within
60 days of May 16, 2003.
(8) Maximum number of shares offered consists of shares underlying options that
are both currently and not currently exercisable.
(9) Because the selling shareholders may sell all or some portion of the shares
of common stock beneficially owned by them (except in cases in which the
shareholder does not have sole investment power, as indicated), only an estimate
(assuming the selling shareholder sells all of the shares offered hereby) can be
given as to the number of shares that will be beneficially owned by the selling
shareholders after this offering. In addition, the selling shareholders may have
sold, transferred or otherwise disposed of, or may sell, transfer or otherwise
dispose of, at any time or from time to time since the dates on which they
provided the information regarding their beneficial ownership, some or all of
the shares of common stock set forth opposite their names in the table above in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended.
Applicable percentages are based on 8,415,373 shares outstanding on April 30,
2003.