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Prospectus PROSPERITY BANCSHARES INC - 7-6-2012

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Prospectus PROSPERITY BANCSHARES INC - 7-6-2012 Powered By Docstoc
					                                      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): July 1, 2012



                          PROSPERITY BANCSHARES, INC.
                                                   (Exact name of registrant as specified in its charter)



                      Texas                                                      1-35388                              74-2331986
             (State or other jurisdiction                                       (Commission                           (IRS Employer
                  of incorporation)                                             File Number)                         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):
     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 2.01    Completion of Acquisition or Disposition of Assets.
      On July 1, 2012, the previously announced merger (the “Merger”) of American State Financial Corporation (“American State”), a Texas
corporation and parent company of American State Bank, Lubbock, Texas, with and into Prosperity Bancshares, Inc. (“Prosperity”), a Texas
corporation and parent company of Prosperity Bank, El Campo, Texas, pursuant to the terms of an Agreement and Plan of Reorganization
dated February 26, 2012 (the “Agreement”) was completed. Immediately following the Merger, American State Bank was merged with and
into Prosperity Bank.

     In connection with the Merger, Prosperity issued approximately 8,525,000 shares of Prosperity common stock and paid approximately
$178.5 million in cash to shareholders of American State in exchange for all outstanding shares of American State capital stock.

     The press release issued by Prosperity announcing the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
             Arrangements of Certain Officers.
       Pursuant to the terms of the Agreement, the Board of Directors of Prosperity appointed W. R. Collier, who was a member of the board of
directors of American State prior to the consummation of the Merger, to the Board of Directors of Prosperity, with such appointment to be
effective as of the first Board meeting to be held following completion of the Merger, which is scheduled for August 21, 2012. Mr. Collier was
appointed to fill a vacancy as a Class II director and will serve until Prosperity’s 2013 annual meeting of shareholders. As of the date of this
filing, Mr. Collier has not been appointed to a committee of Prosperity’s Board of Directors, nor has it been determined when, if at all, any such
appointment would be made. Mr. Collier will receive fees for his service as a director consistent with those fees received by the existing
directors for service as a director of the Company.

                                                                      -2-
Item 9.01      Financial Statements and Exhibits.
(d) Exhibits
       The following are filed as exhibits to this Current Report on Form 8-K:
2.1         Agreement and Plan of Reorganization, dated as of February 26, 2012, by and between Prosperity Bancshares, Inc. and American
            State Financial Corporation (incorporated herein by reference to the Exhibit 2.1 to Prosperity’s Registration Statement on Form S-4
            (Registration No. 333-180760)).
99.1        Press Release issued by Prosperity Bancshares, Inc. dated July 2, 2012.


                                                                       -3-
                                                                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: July 6, 2012                                                        By:   /s/ James D. Rollins III
                                                                                 James D. Rollins III
                                                                                 President and Chief Operating Officer
                                                            EXHIBIT INDEX

Exhibit
Number    Description of Exhibit

2.1       Agreement and Plan of Reorganization, dated as of February 26, 2012, by and between Prosperity Bancshares, Inc. and American
          State Financial Corporation (incorporated herein by reference to the Exhibit 2.1 to Prosperity’s Registration Statement on Form S-4
          (Registration No. 333-180760)).
99.1      Press Release issued by Prosperity Bancshares, Inc. dated July 2, 2012.
                                                                                                                               Exhibit 99.1




PRESS RELEASE
                                                                                                            For more information contact:
Prosperity Bancshares, Inc. ®                                                                                                   Dan Rollins
Prosperity Bank Plaza                                                                                  President and Chief Operating Officer
4295 San Felipe                                                                                                               281.269.7199
Houston, Texas 77027                                                                                      dan.rollins@prosperitybanktx.com

FOR IMMEDIATE RELEASE
                                              PROSPERITY BANCSHARES, INC. ®
                                                COMPLETES MERGER WITH
                                          AMERICAN STATE FINANCIAL CORPORATION

HOUSTON, July 2, 2012. Prosperity Bancshares, Inc. ® (NYSE: PB), the parent company of Prosperity Bank ® , (collectively referred to as
“Prosperity”) announced the completion of the merger with American State Financial Corporation and its wholly owned subsidiary American
State Bank (collectively referred to as “ASB”) whereby American State Bank was merged with and into Prosperity Bank effective on July 1,
2012.

American State Bank operated thirty-seven (37) banking offices in eighteen (18) counties across West Texas. As of March 31, 2012, ASB, on a
consolidated basis, reported total assets of $3.16 billion, total loans of $1.24 billion and total deposits of $2.51 billion.

Under the terms of the definitive agreement, Prosperity issued approximately 8.525 million shares of Prosperity common stock plus $178.5
million in cash for all outstanding shares of American State Financial Corporation capital stock.

W. R. Collier, Chairman and Chief Executive Officer of ASB will become a director of Prosperity Bancshares effective as of the first Board
meeting held following completion of the merger, which is scheduled for August 21, 2012 and will serve as Prosperity’s Senior Chairman –
West Texas Area. Michael F. Epps, ASB’s President, will serve as Chairman – West Texas Area and will be responsible for the day to day
operations and management of all West Texas locations. Tony Whitehead, ASB’s Lubbock Division President, will serve as President – West
Texas Area and will be responsible for credit approvals in West Texas. Gary Galbraith, ASB’s
Abilene Division President, will serve as a Regional President and will continue to be responsible for all locations in the Abilene Region. Mike
Marshall, ASB’s Midland/Odessa Division President, will serve as a Regional President and will continue to be responsible for all locations in
the Midland/Odessa Region. Finally, E. K. Hufstedler, ASB’s Metroplex Division President, will serve as a Regional President and continue to
manage the former ASB locations in the DFW Metroplex.

In addition, Scott Collier, Mark Kirkpatrick, Van May and Don Pickering will all be joining the Board of Directors of Prosperity Bank effective
as of the first Board meeting following completion of the merger, which is scheduled for July 17, 2012. Mr. Collier is in the construction
business. Mr. Kirkpatrick is a rancher and is also in the oil and gas business. Mr. May is in agribusiness and Mr. Pickering is in manufacturing.

“The closing of this merger with our partners in West Texas from American State Bank is an exciting event in our bank’s history. Over the past
few months as we have worked closely with Mr. Collier and his team, we have found an extraordinary bank in West Texas that we believe will
complement our existing footprint in Texas” commented David Zalman, Chairman and Chief Executive Officer of Prosperity. “Upon the
completion of our operational integration, the customers of American State Bank will be able to use any of our locations across the state of
Texas.”

“We are very excited about becoming a part of the Prosperity Bank family,” said W.R. Collier, Chairman and Chief Executive Officer of ASB.
“This merger provides our customers with significantly expanded banking opportunities while maintaining our community bank approach to
doing business.”

ASB was advised in this transaction by Sandler O’Neill + Partners, L.P. as financial advisor and Hunton & Williams LLP as legal counsel.
Keefe, Bruyette & Woods, Inc. was the financial advisor and Bracewell & Guiliani LLP was legal counsel to Prosperity.

Prosperity Bancshares, Inc. ®
Prosperity Bancshares Inc. ® , recently named “America’s Best Bank” by Forbes is a $14.1 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 two hundred thirteen (213) full service banking locations; fifty-nine (59) in the Houston
area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-five (35) 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; thirty-four (34) in the West Texas area
including Lubbock, Midland/Odessa and Abilene; and ten (10) in the Bryan/College Station area.
In connection with the proposed merger of Community National Bank into Prosperity Bank, Prosperity will file with the Securities and
Exchange Commission a registration statement on Form S-4 to register the shares of Prosperity’s common stock to be issued to the
shareholders of Community National Bank. The registration statement will include a proxy statement/prospectus which will be sent to the
shareholders of Community National Bank seeking their approval of the proposed transaction.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, COMMUNITY
NATIONAL BANK AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents through the website maintained by the Securities and Exchange
Commission at http://www.sec.gov . Documents filed with the SEC by Prosperity will be available free of charge by directing a request by
telephone or mail to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations.
Prosperity’s telephone number is (281) 269-7199.

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains 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 ® may be downloaded from the Internet at no charge from www.prosperitybanktx.com .

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