FVNB CORP
8-K, 1999-01-28
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   F O R M 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         -----------------------------------------------------------------

                                 Date of Report
                                January 24, 1999

                                   FVNB CORP.
               (Exact name of registrant as specified in its charter)

                        Commission file number: 333-47939


                Texas                                        74-2871063
(State or other jurisdiction of incorporation             (I.R.S. Employer
          or organization)                               Identification No.)

                               101 S. Main Street
                              Victoria, Texas 77901
                    (Address of principal executive offices)

                                   (512) 573-6321
                (Registrant's telephone number, including area code)

                                       N/A
           (Former name or former address, if changed since last report)
<PAGE>
ITEM 5.       OTHER EVENTS


The news release of FVNB Corp. dated January 24, 1999, attached and filed
herewith as Exhibit 99, is incorporated by reference. The release announced that
on January 19, 1999, the Board of Directors of FVNB Corp. had declared a cash
dividend of $.35 per share for shareholders of record on January 28, 1999,
payable on February 11, 1999. The release also includes unaudited financial
information related to the fourth quarter of 1998.


ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

           c. Exhibits

              The following exhibit is filed as part of this report:

              (99) News release of FVNB Corp. dated January 24, 1999.


                                       2
<PAGE>
                                   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.

                                   FVNB CORP.
                                  (Registrant)


                                    By: /s/ DAVID M. GADDIS
                                        David M. Gaddis, President


Date:  January 27, 1999

                                       3
<PAGE>
                                INDEX TO EXHIBIT


Exhibit No.       Description                   Page

    99            News release of FVNB Corp.    5
                  dated January 24, 1999.


                                       4

                                                                      EXHIBIT 99

                                   FVNB CORP.
                       DIVIDEND AND EARNINGS ANNOUNCEMENT

On January 19, 1999, the Board of Directors of FVNB Corp. declared a cash
dividend of $.35 per share payable on February 11, 1999, to shareholders of
record on January 28, 1999.

FVNB Corp.'s consolidated net income and earnings per share for the fourth
quarter of 1998 were approximately $1,510,000 and $.64, respectively. For the
year ended December 31, 1998, FVNB Corp. reported consolidated net income and
earnings per share of approximately $6,072,000 and $2.56, respectively.

In September 1998, FVNB Corp. was organized as a one-bank holding company for
First Victoria National Bank. As a result of the reorganization, shareholders of
the Bank became shareholders of FVNB Corp. During the fourth quarter of 1997,
the Bank's net income and earnings per share were approximately $1,182,000 and
$.50, respectively. For the year ended December 31, 1997, the Bank reported net
income and earnings per share of approximately $4,991,000 and $2.10,
respectively.

FVNB Corp.'s consolidated equity capital at December 31, 1998 was approximately
$58.3 million compared to the Bank's equity capital of $56.1 million at December
31, 1997. FVNB Corp.'s equity capital ratio of 10.78% and risk-based capital
ratio of 18.18% as of December 31, 1998 remain well in excess of regulatory
requirements. FVNB Corp.'s total consolidated assets were approximately $553
million as of December 31, 1998 compared to the Bank's assets of $500 million as
of December 31, 1997. FVNB Corp.'s consolidated deposits totaled approximately
$455 million as of December 31, 1998 compared to the Bank's deposits of
approximately $416 million as of December 31, 1997.

First Victoria National Bank is a Victoria, Texas based national banking
association with approximately $553 million dollars in total assets. The Bank
has branches in Victoria, Port Lavaca and Taft, Texas.

["Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
contain forward looking information with respect to plans, projections or future
performance of FVNB Corp. and its subsidiaries, the occurrence of which involve
certain risks and uncertainties detailed in the FVNB Corp. filings with the
Securities Exchange Commission.]

                      [FIRST VICTORIA NATIONAL BANK LOGO]

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