FVNB CORP
8-K, 2000-01-20
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 20, 2000

                                   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)

                                 (361) 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 20, 2000, attached and filed
herewith as Exhibit 99, is incorporated herein by reference. The release stated
that on January 20, 2000, the Board of Directors of FVNB Corp. announced that
David M. Gaddis, who currently serves as President and Chief Executive Officer
of both First Victoria National Bank and FVNB Corp., will assume full-time
responsibilities as President and Chief Executive Officer of FVNB Corp. The
Board is in the process of selecting an executive search firm to assist with the
selection of a President and Chief Executive Officer of the bank. Both internal
and external candidates will be considered.

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 20, 2000.

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<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 and Chief Executive Officer


Date:  January 20, 2000

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<PAGE>
                                INDEX TO EXHIBIT


EXHIBIT NO.      DESCRIPTION                                         PAGE

   99            News release of FVNB Corp.                            5
                 dated January 20, 2000

                                       4

                                                                      EXHIBIT 99

PRESS RELEASE                                 For Further  C. Dee Harkey
IMMEDIATE RELEASE                             Information: Secretary & Principal
January 20, 2000                                           Accounting Officer
                                                           FVNB Corp.
                                                           361-572-6530


                     FVNB CORP. POSITIONS FOR FUTURE GROWTH

VICTORIA, TEXAS - The Board of Directors of First Victoria National Bank today
announced a strategic change designed to build upon the bank's position as the
Victoria area's leading financial services provider while preparing the bank's
parent company, FVNB Corp., for additional growth in other Texas markets.

David M. Gaddis, who currently serves as President and Chief Executive Officer
of both First Victoria National Bank and FVNB Corp. will be assuming full-time
responsibilities as President and Chief Executive Officer of FVNB Corp. The
Board is in the process of selecting a prominent executive search firm with
Texas-based experience to assist with the selection of a President and Chief
Executive Officer of the bank. Both internal and external candidates will be
considered.

Gaddis states "This change will be a positive opportunity for all involved. It
will benefit our customers and employees by continuing the strategy of
responsive independent bank management, which has been our hallmark since 1867.
It will benefit FVNB Corp. shareholders by allowing the company to grow by
expanding that independent bank strategy into other Texas markets through
acquisitions and new technology. Local decision making through experienced local
management has been the key to our success for a significant period of time and
has really differentiated us from our competitors in recent years. That's why
it's important to have a full-time, autonomous local bank president for the
Victoria area. Guiding the expansion of our independent strategy into other
markets through other banks is a key ingredient of our overall company plan and
will require my full-time attention as president of FVNB Corp. I am personally
gratified by the confidence the Board has shown in me by promoting me to this
position."

Gaddis will continue to serve as President and Chief Executive Officer of the
bank during the selection process which is expected to be completed in three to
six months.

FVNB Corp. is a multi-bank holding company whose principal operating
subsidiaries are First Victoria National Bank with locations in Victoria, Port
Lavaca, and Taft, Texas, and Citizens Bank of Texas, N.A., with locations in New
Waverly, The Woodlands, and Huntsville, Texas. As of December 31, 1999, total
consolidated assets of the company were approximately $655 million and
consolidated equity capital was approximately $60 million.

["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., the occurrence of which involve certain risks and
uncertainties detailed in the FVNB Corp. Filings with the Securities Exchange
Commission.]

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