<PAGE>
FORM 11-K
(Mark One) /X/ ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number - 000-22007
A. Full title of the plan and the address of the plan, if difference
from that of the issuer named below:
Fort Bend Federal Savings and Loan Association of Rosenberg
Profit Sharing Plan and Trust
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
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION OF
ROSENBERG PROFIT SHARING PLAN AND TRUST
TABLE OF CONTENTS
------------------
<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
Independent Accountants' Report 1
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available
for Benefits with Fund Information, for the
years ended December 31, 1998, 1997 and 1996 3
Notes to Financial Statements 4-16
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1998 17
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1998 18
</TABLE>
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Plan Advisory Committee of Fort Bend Federal Savings and Loan Association
of Rosenberg Profit Sharing Plan and Trust:
We have audited the accompanying statement of net assets available for benefits
of the Fort Bend Federal Savings and Loan Association of Rosenberg Profit
Sharing Plan and Trust as of December 31, 1998, and the related statement of
changes in net assets available for benefits for the years ended December 31,
1998 and 1996. 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. The financial statements of Fort Bend Federal
Savings and Loan Association of Rosenberg Profit Sharing Plan and Trust as of
December 31, 1997 were audited by other auditors whose report dated June 24,
1998 expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 Fort Bend
Federal Savings and Loan Association of Rosenberg Profit Sharing Plan and Trust
as of December 31, 1998, and the changes in its net assets available for
benefits for the years ended December 31, 1998 and 1996 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 and reportable transactions 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. Such schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated, in all materials respects, in
relation to the basic financial statements taken as a whole.
Houston, Texas
June 25, 1999
-1-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
-------------
<TABLE>
<CAPTION>
ASSETS 1998 1997
-------- --------
<S> <C> <C>
Investments:
Shares of registered investment companies reported at fair value:
American Industries Short Term Income Fund $1,063,448 $ 969,835
Fidelity Mortgage Securities Fund 201,834 180,693
Dreyfus Appreciation Fund 647,700 440,870
Fidelity Value Fund 200,872 155,424
Babson Value Fund 281,518 203,760
Baron Asset Fund 299,262 211,850
Janus Worldwide Fund 293,064 171,629
Fort Bend Holding Corp. Common Stock 2,742,971 1,405,420
Fort Bend Holding Corp. 8% Convertible
Subordinated Debentures, due
December 1, 2005 - 930,735
Participant notes receivable 114,624 157,326
---------- ----------
Total investments 5,845,293 4,827,542
Cash and cash equivalents 10,462 14,242
Accounts receivable - accrued interest 4,428 5,627
---------- ----------
Total assets 5,860,183 4,847,411
Liabilities - accrued liabilities 1,195 275
---------- ----------
Net assets available for benefits $5,858,988 $4,847,136
========== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
-------------
<TABLE>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Additions to net assets attributable
to:
Investment income
Interest $ 102,035 $ 63,161 $ 145,158
Dividends 26,437 13,374 8,132
Net appreciation in fair value
of investments 574,417 1,084,583 242,150
---------- ---------- ----------
702,889 1,161,118 395,440
Contributions from participants 357,511 325,862 120,471
---------- ---------- ----------
Total additions 1,060,400 1,486,980 515,911
---------- ---------- ----------
Deductions from net assets attributable to:
Benefit payments 47,059 85,420 8,039
Miscellaneous expense 1,489 - -
---------- ---------- ----------
48,548 85,420 8,039
---------- ---------- ---------
Net increase 1,011,852 1,401,560 507,872
Net assets available for benefits,
beginning of year 4,847,136 3,445,576 2,937,704
---------- ---------- ----------
Net assets available for benefits,
end of year $5,858,988 $4,847,136 $3,445,576
========== ========== ==========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
-------------
1. DESCRIPTION OF PLAN
The following description of the Fort Bend Federal Savings and Loan
Association of Rosenberg Profit Sharing Plan and Trust (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan was originally adopted by Fort Bend Federal Savings and Loan
Association of Rosenberg (the "Association") as a profit sharing plan.
The Plan was later amended to add a cash or deferred arrangement as
described in Section 401(k) of the Internal Revenue Code of 1986 ("IRC"),
as amended, and to permit the investment of Plan assets in "qualifying
employer securities" as permitted by Section 408(e) of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan is a defined
contribution plan for which all employees of the Association and its
subsidiaries are eligible to participate as of January 1 or July 1
coincident with and following the completion of six consecutive months of
service. The Plan is subject to the provisions of ERISA.
CHANGE IN TRUSTEE
Prior to January 1, 1997, certain officers of the Association acted as
the Trustees of the Plan. On January 1, 1997, American Industries Trust
Company ("American Industries") became trustee of the Plan and the
participants' investments in the Shay Money Market Fund and the Fort Bend
Federal Savings and Loan money market account were liquidated. The money
market balances were liquidated on January 13, 1997 and accumulated in
the American Industries Short-Term Income Fund until all the certificates
of deposit matured in September 1997. At that time, such funds, including
the accumulated income thereon, were invested as the participants
directed. (See below for a description of the participants' investment
options.) Accordingly, except for contributions from participants and
earnings on the American Industries Short-Term Income Fund, the Fort Bend
Holding Corp. common stock and Fort Bend Holding Corp. convertible
subordinated debentures, the statement of changes in net assets available
for benefits generally presents investment income for investment options
for the period since September, 1997.
Continued
-4-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
1. DESCRIPTION OF PLAN, CONTINUED
CONTRIBUTIONS
Each participant may elect to defer in any whole percent a portion of his
or her compensation for each pay period, from a minimum of 2% up to a
maximum of 15%, on a pretax basis. Participants may also contribute
amounts representing distributions from other qualified defined benefit
or contribution plans. The Plan provides for employer contributions which
are made at the sole discretion of the Association's Board of Directors.
The amount that can be deferred by a participant who is designated as a
highly compensated employee ("HCE") under IRC guidelines may be limited
to an amount which is less than the maximum annual deferral amount
prescribed by the Plan. Whether or not such limitations are imposed in a
given year will depend on whether the Plan passes certain tests with
respect to the deferral rates of HCEs in comparison with non-HCEs.
Failure to pass these tests may result in the refunding of a portion of
each HCE's employee contribution exceeding such maximum amount for the
year and the inclusion of such amount in his or her taxable income for
the year. The Association passed the tests for the year ended December
31, 1998.
PARTICIPANT ACCOUNTS
Individual participant accounts are comprised of the participant's
voluntary contributions, employer contributions (if applicable), and an
allocation of applicable fund earnings and unrealized fair market value
adjustments. Allocations of earnings and unrealized fair market value
adjustments are based on the ratio of a participant's account to all
participant accounts by fund.
VESTING
Participants are immediately vested in their contributions plus actual
earnings thereon. Participants are 100% vested in the Association's
discretionary contribution portion of their accounts plus actual earnings
thereon if they are employed on the last day of the Plan year in which
such contributions were made. Any forfeited amounts are allocated among
the remaining participants.
Continued
-5-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
1. DESCRIPTION OF PLAN, CONTINUED
PARTICIPANTS NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their account
balances. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the participant loan fund. Loan terms range
from one to five years or up to approximately 25 years for the purchase
of a primary residence. The loans are collateralized by the balance in
the participant's account and bear interest at a rate commensurate with
local prevailing rates as determined quarterly by the Plan Advisory
Committee. During 1998, interest rates ranged from 7.9% to 9.9%.
Principal and interest is paid ratably through semi-monthly payroll
deductions.
PAYMENT OF BENEFITS
On termination of service, a participant receives a lump-sum amount equal
to the value of the participant's vested interest in his or her account.
Participant account balances may remain in the Plan if they exceed
certain IRC requirements.
FORFEITED ACCOUNTS
There were no forfeited accounts during the Plan years ended December 31,
1998, 1997 and 1996.
INVESTMENT OPTIONS
Since January 1, 1997, participants may elect to have their contributions
invested in one or more of the investment options listed below.
Participants may elect to allocate their contributions to any combination
of funds in any whole percentages so long as total investment percentages
equal 100%.
AMERICAN INDUSTRIES SHORT TERM INCOME FUND
The American Industries Short Term Income Fund seeks investment vehicles
providing high yields consistent with preservation of capital by holding
investments with maturity dates no longer than 30 months.
Continued
-6-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
1. DESCRIPTION OF PLAN, CONTINUED
INVESTMENT OPTIONS, CONTINUED
FIDELITY MORTGAGE SECURITIES FUND
The Fidelity Mortgage Securities Fund seeks a high level of current
income, consistent with prudent investment risk, by investing primarily
in mortgage related securities of all kinds. When consistent with its
goal, the Fund may also consider the potential for capital gains.
DREYFUS APPRECIATION FUND
The Dreyfus Appreciation Fund seeks long-term growth consistent with the
preservation of capital. Generation of income is a secondary objective.
FIDELITY VALUE FUND
The Fidelity Value Fund seeks capital appreciation primarily through
investments in domestic and foreign equity securities.
BABSON VALUE FUND
The Babson Value Fund seeks long-term growth of capital and income by
investing in a diversified portfolio of common stocks which are
considered to be undervalued in relation to earnings, dividends and/or
assets.
BARON ASSET FUND
The Baron Asset Fund seeks capital appreciation through long-term
investments in publicly owned companies.
JANUS WORLDWIDE FUND
The Janus Worldwide Fund seeks long-term growth of capital consistent
with the preservation of capital. It is a diversified fund that pursues
its objective by investing in common stocks of companies of any size on a
global basis.
FORT BEND HOLDING CORP. STOCK
Funds are invested in common stock of Fort Bend Holding Corp.
Continued
-7-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
1. DESCRIPTION OF PLAN, CONTINUED
INVESTMENT OPTIONS, CONTINUED
FORT BEND HOLDING CORP. CONVERTIBLE SUBORDINATED DEBENTURES
In October 1995, funds were invested in the Fort Bend Holding Corp.
Convertible subordinated debentures. At January 1, 1997, participants
were allowed to either liquidate or maintain their interests in the
debentures. Subsequent to January 1, 1997, participants cannot increase
such investments but may liquidate their interests at any time.
Participants may change their investment options daily.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year end. The Fort Bend
Holding Corp. common stock and convertible debentures are valued at their
quoted market prices. Participant notes receivable are valued at cost
which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recognized on the accrual basis. Dividends are
recorded on the ex-dividend date.
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 consist of the realized gains of losses and the
unrealized appreciation (depreciation) on those investments.
Continued
-8-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
PAYMENT OF BENEFITS
Benefits are recorded when paid.
3. RISKS AND UNCERTAINTIES
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 are exposed to various
risks, such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs and hardware with
embedded date technology using two digits to define the applicable year
rather than four. Any programs or hardware that are time sensitive and
have not been determined to be Year 2000 compliant may recognize a date
using "00" as the year 1900 rather than the year 2000. Such improper date
recognition could, in turn, result in erroneous processing of data, or,
in extreme situations, system failure.
In anticipation of the Year 2000 issue, both the Company and the
Custodian implemented Year 2000 programs which included the performance
of inventories of information technology and non- information technology
systems, assessments of potential problem areas, testing of systems for
Year 2000 readiness, and modification of systems that are not Year 2000
compliant.
The Company and the Custodian believe all of their core systems are Year
2000 compliant.
Continued
-9-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
3. RISKS AND UNCERTAINTIES, CONTINUED
IMPACT OF THE YEAR 2000 ISSUE, CONTINUED
Although the Company and the Custodian expect to be ready to continue
business activities without interruption by a Year 2000 problem, each
recognizes the general uncertainty inherent in the Year 2000 issue, in
part because of the uncertainty about the Year 2000 readiness of third
parties. Under a "worst case Year 2000 scenario", it may be necessary to
temporarily interrupt normal plan activities. The Trustees do not believe
that such circumstances would result in a material adverse impact on Plan
operations. The Company and the Custodian have begun, but not yet
completed, development of contingency plans to deal with the "most likely
worst case Year 2000 scenario". The contingency plans are expected to be
completed during the third quarter of 1999.
The cost of becoming Year 2000 compliant is not expected to be
significant and such cost will be borne by the Company and the Custodian.
4. RELATED PARTY 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 Association, on behalf of the Plan, were approximately
$27,000 and $22,000 for the years ended December 31, 1998 and 1997,
respectively.
The Plan invests in shares of Fort Bend Holding Corp. common stock and
maintains an investment in Fort Bend Holding Corp. convertible
subordinated debentures. Through December 1997, the Plan invested in a
money market account with the Association. These amounts are included in
the statements of net assets available for benefits. Interest earned on
these investments is included in the statements of net assets available
for benefits.
Continued
-10-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
5. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a
letter dated August 31, 1994, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (the "Code"). The Plan has been amended since receiving the
determination letter. However, the Plan Administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with applicable requirements of the Code. Accordingly, no
provision for income taxes has been recorded in the accompanying
financial statements.
6. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets as of
December 31, 1998 and 1997 are identified below:
<TABLE>
<CAPTION>
DESCRIPTION OF ACCOUNT 1998 1997
---------------------- ---------- ----------
<S> <C> <C>
American Industries Short Term
Income Fund $1,063,448 $ 969,835
Dreyfus Appreciation Fund 647,700 440,870
Baron Asset Fund 299,262 -
Janus Worldwide Fund 293,064 -
Fort Bend Holding Corp. common
stock 2,742,971 1,405,420
Fort Bend Holding Corp. 8% con-
vertible subordinated debentures - 930,735
</TABLE>
7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Association 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 be paid in accordance with the
provisions of ERISA.
8. PLAN INVESTMENTS
Following is an analysis of plan activity by investment option for the
years ended December 31, 1998, 1997 and 1996:
Continued
-11-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
8. PLAN INVESTMENTS, CONTINUED
<TABLE>
<CAPTION>
AMERICAN
INDUSTRIES FIDELITY
SHORT TERM MORTGAGE DREYFUS FIDELITY
INCOME SECURITIES APPRECIATION VALUE
FUND FUND FUND FUND
----------- ----------- ------------- ----------
<S> <C> <C> <C> <C>
Balance at January 1, 1996 $ - $ - $ - $ -
Additions to net assets attributed to:
Interest income - - - -
Dividend income - - - -
Net appreciation in fair value of
investments - - - -
Employee contributions - - - -
---------- ---------- ---------- ----------
Total additions - - - -
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - - - -
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions - - - -
---------- ---------- ---------- ----------
Transfers, net - - - -
---------- ---------- ---------- ----------
Balance at December 31, 1996 - - - -
Additions to net assets attributed to:
Interest income - - - -
Dividend income - - - -
Net appreciation in fair value of
investments 68,419 5,542 9,626 581
Employee contributions 53,249 18,903 41,702 32,045
---------- ---------- ---------- ----------
Total additions 121,668 24,445 51,328 32,626
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants 19,367 339 930 665
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions 19,367 339 930 665
---------- ---------- ---------- ----------
Transfers, net 867,534 156,587 390,472 123,463
---------- ---------- ---------- ----------
Balance at December 31, 1997 969,835 180,693 440,870 155,424
Additions to net assets attributed to:
Interest income 3,194 575 1,984 1,600
Dividend income - - - -
Net appreciation in fair value of
investments 38,231 11,820 151,948 4,601
Employee contributions 49,899 20,078 48,633 36,969
---------- ---------- ---------- ----------
Total additions 91,324 32,473 202,565 43,170
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants 3,350 4,135 9,813 1,163
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions 3,350 4,135 9,813 1,163
---------- ---------- ---------- ----------
Transfers, net 5,639 (7,197) 14,078 3,441
---------- ---------- ---------- ----------
Balance at December 31, 1998 $1,063,448 $ 201,834 $ 647,700 $ 200,872
========== ========== ========== ==========
</TABLE>
Continued
-12-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
8. PLAN INVESTMENTS, CONTINUED
<TABLE>
BABSON BARON JANUS FBHC
VALUE ASSET WORLDWIDE COMMON
FUND FUND FUND STOCK
------- --------- --------- --------
<S> <C> <C> <C> <C>
Balance at January 1, 1996 $ - $ - $ - $ 522,774
Additions to net assets attributed to:
Interest income - - - -
Dividend income - - - 8,132
Net appreciation in fair value of
investments - - - 196,040
Employee contributions - - - -
---------- ---------- ---------- ----------
Total additions - - - 204,172
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - - - -
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions - - - -
---------- ---------- ---------- ----------
Transfers, net - - - (8,132)
---------- ---------- ---------- ----------
Balance at December 31, 1996 - - - 718,814
Additions to net assets attributed to:
Interest income - - - -
Dividend income - - - 13,374
Net appreciation in fair value of
investments 5,679 18,872 3,326 554,052
Employee contributions 38,793 51,248 47,734 42,188
---------- ---------- ---------- ----------
Total additions 44,472 70,120 51,060 609,814
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants 1,613 2,798 1,911 16,549
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions 1,613 2,798 1,911 16,549
---------- ---------- ---------- ----------
Transfers, net 160,901 144,528 122,480 93,541
---------- ---------- ---------- ----------
Balance at December 31, 1997 203,760 211,850 171,629 1,405,420
Additions to net assets attributed to:
Interest income 1,487 1,497 1,732 610
Dividend income - - - 26,437
Net appreciation in fair value of
investments 16,751 19,177 58,586 211,028
Employee contributions 39,720 59,603 55,322 47,287
---------- ---------- ---------- ----------
Total additions 57,958 80,277 115,640 285,362
--------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants 3,360 4,556 3,543 9,127
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions 3,360 4,556 3,543 9,127
---------- ---------- ---------- ----------
Transfers, net 23,160 11,691 9,338 1,061,316
---------- ---------- ---------- ----------
Balance at December 31, 1998 $ 281,518 $ 299,262 $ 293,064 $2,742,971
========== ========== ========== ==========
</TABLE>
Continued
-13-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
8. PLAN INVESTMENTS, CONTINUED
<TABLE>
<CAPTION>
U.S. FBHC SHAY MONEY
GOVERNMENT CONVERTIBLE RECEIVABLES/ MARKET
BONDS DEBENTURES OTHER FUND
----------- ------------ ------------ ----------
<S> <C> <C> <C> <C>
Balance at January 1, 1996 $ 890,359 $ 488,430 $ 204,111 $ 181,249
Additions to net assets attributed to:
Interest income 27,910 38,919 17,752 21,124
Dividend income - - - -
Net appreciation in fair value of
investments (60) 46,170 - -
Employee contributions - - - -
---------- ---------- ---------- ----------
Total additions 27,850 85,089 17,752 21,124
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - - - -
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions - - - -
---------- ---------- ---------- ----------
Transfers, net (918,209) (38,919) (16,571) 924,856
---------- ---------- ---------- ----------
Balance at December 31, 1996 - 534,600 205,292 1,127,229
Additions to net assets attributed to:
Interest income - 40,261 - -
Dividend income - - - -
Net appreciation in fair value of
investments - 418,486 - -
Employee contributions - - - -
---------- ---------- ---------- ----------
Total additions - 458,747 - -
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - 7,625 - 33,623
Administrative expenses - - - -
---------- ---------- ---------- ----------
Total deductions - 7,625 - 33,623
---------- ---------- ---------- ----------
Transfers, net - (54,987) (28,372) (1,093,606)
---------- ---------- ---------- ----------
Balance at December 31, 1997 - 930,735 176,920 -
Additions to net assets attributed to:
Interest income - 36,819 52,537 -
Dividend income - - - -
Net appreciation in fair value of
investments - 62,275 - -
Employee contributions - - - -
---------- ---------- ---------- ----------
Total additions - 99,094 52,537 -
---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - 4,400 3,612 -
Administrative expenses - - 1,489 -
---------- ---------- ---------- ----------
Total deductions - 4,400 1,489 -
---------- ---------- ---------- ----------
Transfers, net - (1,025,429) (96,037) -
---------- ---------- ---------- ----------
Balance at December 31, 1998 $ - $ - $ 128,319 $ -
========== ========== ========== ==========
</TABLE>
Continued
-14-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
8. PLAN INVESTMENTS, CONTINUED
<TABLE>
<CAPTION>
FORT BEND
FEDERAL
MONEY
CERTIFICATES MARKET
OF DEPOSIT FUND TOTAL
------------- ---------- ----------
<S> <C> <C> <C>
Balance at January 1, 1996 $ 602,037 $ 48,744 $2,937,704
Additions to net assets attributed to:
Interest income 30,102 9,351 145,158
Dividend income - - 8,132
Net appreciation in fair value of
investments - - 242,150
Employee contributions - 120,471 120,471
---------- ---------- ----------
Total additions 30,102 129,822 515,911
---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - 8,039 8,039
Administrative expenses - - -
---------- ---------- ----------
Total deductions - 8,039 8,039
---------- ---------- ----------
Transfers, net (121,858) 162,755 -
---------- ---------- ----------
Balance at December 31, 1996 510,281 349,360 3,445,576
Additions to net assets attributed to:
Interest income 22,448 452 63,161
Dividend income - - 13,374
Net appreciation in fair value of
investments - - 1,084,583
Employee contributions - - 325,862
---------- ---------- ----------
Total additions 22,448 452 1,486,980
---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - - 85,420
Administrative expenses - - -
---------- ---------- ----------
Total deductions - - 85,420
---------- ---------- ----------
Transfers, net (532,729) (349,812) -
---------- ---------- ----------
Balance at December 31, 1997 - - 4,847,136
Additions to net assets attributed to:
Interest income - - 102,035
Dividend income - - 26,437
Net appreciation in fair value of
investments - - 574,417
Employee contributions - - 357,511
---------- ---------- ----------
Total additions - - 1,060,400
---------- ---------- ----------
Deductions from net assets attributed to:
Benefits to participants - - 47,059
Administrative expenses - - 1,489
---------- ---------- ----------
Total deductions - - 48,548
---------- ---------- ----------
Transfers, net - - -
---------- ---------- ----------
Balance at December 31, 1998 $ - $ - $5,858,988
========== ========== ==========
</TABLE>
Continued
-15-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-------------
9. SUBSEQUENT EVENTS
On April 1, 1999 the Plan was merged into the Southwest Bank of Texas
401(k) Savings Plan (the "Southwest Plan"). The transferred net assets
have been recognized in the accounts of the Southwest Plan as of April 1,
1999, at their balances as previously carried in the accounts of the
Plan. The total amount of net assets available for benefits transferred
on April 1, 1999 was $6,029,996.
-16-
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
-------------
EIN: 74-0629638
PN: 001
<TABLE>
<CAPTION>
NUMBER OF CURRENT
DESCRIPTION OF INVESTMENT SHARES COST (1) VALUE
- ------------------------- -------------- ---------- ----------
<S> <C> <C> <C>
American Industries Short Term
Income Fund 1,063,448.4700 $1,063,448 $1,063,448
Fidelity Mortgage Securities
Fund 18,688.3130 205,045 201,834
Dreyfus Appreciation Fund 15,395.7820 507,487 647,700
Fidelity Value Fund 4,333.8200 249,901 200,872
Babson Value Fund 6,135.9550 287,690 281,518
Baron Asset Fund 5,921.2870 268,854 299,262
Janus Worldwide Fund 6,188.0010 254,893 293,064
Fort Bend Holding Corp.
common stock 111,958.0000 1,009,326 2,742,971
Participant notes, 7.9% to 9.9% - 114,624
---------- ----------
$3,846,644 $5,845,293
========== ==========
</TABLE>
(1) Cost is determined based on historical cost.
-17-
<PAGE>
FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ROSENBERG PROFIT SHARING PLAN AND TRUST
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
-------------
EIN: 74-0629638
PN: 001
<TABLE>
<CAPTION>
IDENTITY OF PARTY NUMBER OF PURCHASE SELLING CURRENT NET GAIN
INVOLVED TRANSACTIONS PRICE PRICE VALUE (LOSS)
- ------------------- ------------- -------- -------- ------- ---------
<S> <C> <C> <C> <C> <C>
Single transactions in
excess of 5%:
Old Investment Fund $3,915,416 $4,085,780 $ 170,364
Fort Bend Holding Corp. 481,587 481,587 -
Mutual Fund Cash Clearing
Account 1,062,026 1,062,026 -
Mutual Fund Cash Clearing
Account 1,016,859 1,016,859 -
Old Investment Fund 3,989,322 3,989,322
Short-Term Income Fund 1,846,061 1,846,061
Fort Bend Holding Corp. 972,000 972,000
Babson Value Fund 324,761 324,761
Fidelity Mortgage Securi-
ties Fund 320,461 320,461
Janus Worldwide Fund 221,411 221,411
Baron Asset Fund 263,382 263,382
Dreyfus Appreciation Fund 753,477 753,477
Mutual Fund Cash Clearing
Account 1,062,026 1,062,026
Mutual Fund Cash Clearing
Account 1,016,859 1,016,859
Fort Bend Holding Corp. 580,860 580,860
Fort Bend Holding Corp. 481,587 481,587
Series of Transactions:
Old Investment Fund 10 4,031,185 4,205,187 174,002
Short-Term Income Fund 51 236,246 236,246 -
Short-Term Income Fund 64 292,861 292,861 -
Fort Bend Holding Corp. 6 503,652 509,391 5,739
Fidelity Money Market Fund 89 524,725 524,725 -
Mutual Fund Cash Clearing
Account 1,137 3,274,957 3,274,957 -
Old Investment Fund 22 4,031,185 4,031,185
Short-Term Income Fund 224 2,261,910 2,261,910
Short-Term Income Fund 121 300,480 300,480
Fort Bend Holding Corp. 4 987,250 987,250
Fidelity Money Market Fund 115 525,422 525,422
Babson Value Fund 181 528,974 528,974
Fidelity Value Fund 166 442,459 442,459
Fidelity Mortgage Securi-
ties Fund 191 421,365 421,365
Janus Worldwide Fund 170 460,213 460,213
Baron Asset Fund 164 480,255 480,255
Dreyfus Appreciation Fund 178 973,588 973,588
Mutual Fund Cash Clearing
Account 296 3,274,957 3,274,957
Fort Bend Holding Corp. 83 1,501,711 1,501,711
</TABLE>
-18-
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
FORT BEND FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ROSENBERG
PROFIT SHARING PLAN AND TRUST
Date: June 29, 1999 /s/ ANTHONY TORENTINOS
-------------------------------------------
Anthony Torentinos
Plan Administrator
-19-
<PAGE>
INDEX TO EXHIBITS
NO. EXHIBITS
- ---- --------
23.1 Consent of Ham, Langston & Brezina, L.L.P.
-20-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Fort Bend Holding Corporation on Form S-8 of our Report dated June
25, 1999, on our audit of the financial statements of the Fort Bend Federal
Savings and Loan Association of Rosenberg Profit Sharing Plan and Trust as of
December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997 and
1996, which report is included in this Annual Report on Form 11-K.
/s/ Ham, Langston & Brezina, L.L.P.
Houston, Texas
June 29, 1999
