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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - APRIL 1, 1999
SOUTHWEST BANCORPORATION OF TEXAS, INC.
(Name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
TEXAS 000-22007 76-0519693
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
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4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(713) 235-8800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Effective as of the opening of business on April 1, 1999, Fort Bend
Holding Corp., a Delaware corporation ("Fort Bend"), was merged (the
"Merger") with and into the Company, pursuant to an Agreement and Plan of
Merger dated October 20, 1998, between the Company and Fort Bend. Under the
terms of the Merger (i) the Company issued a total of approximately 4,061,154
shares of Company Common Stock, $1.00 par value ("Company Common Stock"), to
the former shareholders of Fort Bend, (ii) existing options to purchase
shares of Fort Bend stock were converted into options to purchase a total of
295,608 shares of Company Common Stock and (iii) approximately 300,840 shares
of Company Common Stock became issuable in exchange for a 49% ownership
interest in Mitchell Mortgage Company LLC. The Merger was accounted for as a
pooling-of-interests. The issuance of such shares of Company Common Stock
was registered under the Securities Act of 1933 under the Company's Form S-4
Registration Statement (Reg. No. 333-70525).
In connection with the Merger, Fort Bend's wholly-owned subsidiary, Fort
Bend Federal Savings and Loan Association of Rosenberg (the "Association")
was merged (the "Bank Merger") with and into the Company's wholly-owned
subsidiary, Southwest Bank of Texas National Association (the "Bank") on July
1, 1999. As a result of the Bank Merger, the seven former banking locations
of the Association became branches of the Bank. The Company intends to
continue operating the business of the Association by integrating its
operations with those of the Bank and operating the existing locations of the
Association as branches of the Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.1 - News Release dated April 1, 1999, announcing the
consummation of the merger of Fort Bend with and into
the Company and the merger of the Association with and
into the Bank.
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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.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
Date: April 1, 1999 By: /s/ R. JOHN MCWHORTER
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R. John McWhorter
Senior Vice President and Controller
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FOR IMMEDIATE RELEASE CONTACT: Jane Powell
Flori Meeks
(713) 974-9300
SOUTHWEST BANCORPORATION OF TEXAS, INC. COMPLETES
MERGER WITH FORT BEND HOLDING CORP.
HOUSTON (April 1, 1999) -- Southwest Bancorporation of Texas, Inc.
(NASDAQ: SWBT) and Fort Bend Holding Corp. (NASDAQ: FBHC) today completed the
previously announced merger between Fort Bend and Southwest Bancorporation of
Texas, N.A., according to Paul B. Murphy, Jr., president and chief operating
officer of the bank.
The agreement provides for the exchange of 1.45 shares of Southwest
Common Stock for each share of Fort Bend Stock, resulting in the issuance of
a total of approximately 4.6 million shares of Southwest Common Stock on a
fully diluted basis.
The combination of Southwest Bank of Texas and Fort Bend Federal Savings
& Loan Association of Rosenberg, also completed today, forms a financial
institution with approximately $2.5 billion in assets, a loan limit of $27
million and 25 branches.
The merger of the two companies' operating systems will be complete on
April 26. Prior to that time, Southwest Bank does not recommend cross-bank
transactions. Customers are being advised about expanded capabilities on an
ongoing basis.
"Completing this merger has been a major focus for us and for Fort Bend
Holding Corp.," Murphy said. "We are excited about our new relationship with
Fort Bend and Mitchell Mortgage, and about the fact that Lane Ward, former
president of Fort Bend, will join
(more)
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Page 2/Southwest Bancorporation of Texas, Inc. Completes Merger with Fort Bend
Holding Corp.
Southwest Bank as a vice chairman of the Board. Lane will play a key role
going forward."
Fort Bend's subsidiary, Fort Bend Federal Savings & Loan Association of
Rosenberg, a community-oriented financial institution, adds seven locations
in the metropolitan Houston area and assets of $318 million to Southwest Bank
of Texas. As a result of the merger, Southwest also acquired a 51 percent
interest in Mitchell Mortgage Company, LLC, a full-service mortgage banking
affiliate of The Woodlands Corporation, the developer of The Woodlands.
Founded in 1990 by Walter E. Johnson, a 40-year veteran of Houston's
banking industry, Southwest Bank of Texas is a subsidiary of Southwest
Bancorporation of Texas, Inc., which is a public company (NASDAQ: SWBT) with
more than $2.2 billion in assets.
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For additional information, please contact Jane Powell or Flori Meeks of
Powell Public Relations at (713) 974-9300 or e-mail at [email protected].
