<PAGE>
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)
October 28, 1997
FORT BEND HOLDING CORP.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-21328 76-0391720
- -------------------------------------------------------------------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3400 AVENUE H, ROSENBERG, TEXAS 77471-3808
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 342-5571
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On October 28, 1997, the Registrant issued the earnings release attached as
Exhibit 99 announcing the declaration of a cash dividend and earnings for the
quarter ended September 30, 1997.
The foregoing information does not purport to be complete and is qualified
in its entirety by reference to the Exhibit to this Report.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The Exhibit referred to in Item 5 of this Report and listed on the
accompanying Exhibit Index is filed as part of this Report and is incorporated
herein by reference.
2
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.00 Second Quarter Fiscal 1998 Earnings Release,
dated October 28, 1997
3
<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 thereunto duly authorized.
FORT BEND HOLDING CORP.
/s/ LANE WARD
Date: October 30, 1997 By: ________________________
Lane Ward
Vice Chairman, President and
Chief Executive Officer
4
<PAGE>
FORT BEND HOLDING CORP.
FOR IMMEDIATE RELEASE - OCTOBER 28, 1997
FORT BEND HOLDING CORP.'S
SECOND QUARTER FISCAL 1998 EARNINGS RELEASE
Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal
Savings and Loan Association of Rosenberg ("FBF"), today announced net earnings
of $503,000, or $0.29 primary earnings per share, for the second fiscal quarter
ended September 30, 1997. This compares to a net loss of $579,000, or ($0.34)
primary loss per share, for the same quarter in fiscal 1997. Net income for the
six months ended September 30, 1997 was $1,022,000, or $0.59 primary earnings
per share. This compares to a net loss of $173,000, or ($0.10) primary loss per
share, for the six months ended September 30, 1996. Fully diluted earnings
(loss) per common share for the quarter ended September 30, 1997 were $0.24
compared to ($0.34) for the quarter ended September 30, 1996. Fully diluted
earnings (loss) per share for the six months ended September 30, 1997 and 1996
were $0.48 and ($0.10), respectively.
On August 21, 1997, FBHC declared a 2-for-1 stock split in the form of a 100%
stock dividend to shareholders of record on September 11, 1997. All per share
data is stated to reflect the split.
The significant earnings increase for both the quarter and the year to date for
fiscal 1998 as compared to fiscal 1997 is partially attributable to the fact
that on September 30, 1996, FBHC recorded a special assessment of $1,493,000 as
a result of the Economic Growth and Regulatory Paperwork Reduction Act. This
special assessment was levied against all savings and loans and amounted to 65.7
basis points on the Savings Association Insurance Fund ("SAIF") deposit
assessment base as of March 31, 1995. Before the after-tax effect of the one
time SAIF special assessment, net income for the quarter ended September 30,
1996 would have been $406,000 and earnings fiscal year to date as of September
30, 1996 would have been $812,000. Therefore, earnings excluding this
nonrecurring charge increased 23.9% for the quarter and 25.9% for the year to
date for fiscal 1998. Also contributing to increased earnings for the quarter
and the fiscal year to date have been the results of FBF's single family
construction lending operations, loan servicing operations, and the activity of
FBF's subsidiary, Mitchell Mortgage Company, L.L.C. ("MMC").
Because of the strong earnings performance, the Board of Directors has also
announced that FBHC will pay a quarterly cash dividend of $0.10 per share for
the quarter ended September 30, 1997. Considering the 2-for-1 stock split during
the quarter, this effectively increased the dividend payout rate by 100%. The
dividend will be payable on November 26, 1997 to shareholders of record on
November 6, 1997. This is the Company's sixteenth consecutive quarterly cash
dividend.
FBHC's net interest income after provision for loan losses was $2,420,000 for
the quarter ended September 30, 1997 compared to $1,734,000 for the quarter
ended September 30, 1996. Net interest income reflected an increase in average
interest-earning assets to $292 million from $242 million for the quarter ended
September 30, 1997 and 1996, respectively. The acquisition of 51% of MMC
contributed average interest-earning assets of approximately $24 million. The
acquisition of FirstBanc Savings in August 1996 initially contributed interest-
earning assets of approximately $20 million. Total noninterest income increased
by $918,000 for the quarter ended September 30, 1997 compared to the quarter
ended September 30, 1996. Approximately $846,000 of the increase was due to MMC.
Fort Bend Holding Corp. serves Fort Bend, Harris, Wharton, Waller and Montgomery
Counties in Southeast Texas through its subsidiary, Fort Bend Federal Savings
and Loan headquartered in Fort Bend County and FBF's subsidiary Mitchell
Mortgage Company, L.L.C. located in The Woodlands. Fort Bend Federal's market
area is located in the largest metropolitan area of Texas and the eighth largest
in the United States. The Corporation's stock is traded on the Nasdaq National
Market under the symbol "FBHC".
###
For more information, contact: Lane Ward, Vice Chairman, President and
CEO at (281)342-5571
<PAGE>
<TABLE>
<CAPTION>
FORT BEND HOLDING CORP.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
ASSETS SEPTEMBER 30, 1997 MARCH 31, 1997
<S> <C> <C>
Cash and due from banks $ 7,046,352 $ 6,369,675
Short-term investments 39,866,399 14,220,516
Certificates of deposit 200,000 200,000
--------------- --------------
TOTAL CASH AND CASH EQUIVALENTS 47,112,751 20,790,191
Investment securities available for sale, at market 2,898,861 2,810,270
Investment securities held to maturity (estimated market value of
$9,849,596 and $10,789,440 at September 30, 1997 and
March 31, 1997, respectively) 10,237,730 11,234,763
Mortgage-backed securities available for sale, at market 386,092 520,869
Mortgage-backed securities held to maturity (estimated market
value of $90,565,900 and $96,684,430 at September 30, 1997
and March 31, 1997, respectively) 90,476,983 97,084,501
Loans receivable, net 141,527,320 138,227,705
Loans held for sale 6,834,406 2,660,415
Accrued interest receivable 1,763,992 1,816,415
Real estate, net 47,908 470,996
Federal Home Loan Bank stock, at cost 1,464,900 1,933,000
Premises and equipment, net 4,802,525 4,970,011
Mortgage servicing rights, net 7,103,962 7,537,571
Prepaid expenses and other assets 3,145,693 3,369,505
Deferred income taxes 307,512 305,961
Goodwill, net 1,303,221 1,347,925
--------------- --------------
TOTAL ASSETS $ 319,413,856 $ 295,080,098
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 269,083,871 $ 250,218,152
Convertible Subordinated Debentures 12,020,000 12,080,000
Borrowings 4,109,196 4,226,676
Advances from borrowers for taxes and insurance 8,926,757 4,750,945
Accounts payable, accrued expenses and other liabilities 3,037,667 2,868,177
--------------- --------------
TOTAL LIABILITIES 297,177,491 274,143,950
--------------- --------------
Minority interest in consolidated subsidiary 2,565,334 2,508,214
--------------- --------------
Stockholders' equity:
Serial preferred stock, $.01 par value - 1,000,000 shares authorized,
none outstanding
Common Stock $.01 par value, 4,000,000 shares authorized
1,832,102 shares issued and 1,655,754 shares outstanding at
September 30, 1997 and 1,820,950 shares issued and 1,644,602
shares outstanding at March 31, 1997 18,321 18,209
Additional paid-in capital 8,982,487 8,695,882
Unearned employee stock ownership plan shares (215,442) (307,125)
Deferred compensation (113,887) (82,324)
Net unrealized appreciation (depreciation) on available for
sale securities 8,342 (6,107)
Retained earnings (substantially restricted) 12,447,711 11,565,900
Treasury stock, at cost - 176,348 shares (1,456,501) (1,456,501)
--------------- --------------
TOTAL STOCKHOLDERS' EQUITY 19,671,031 18,427,934
--------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 319,413,856 $ 295,080,098
=============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $ 3,367,186 $ 2,389,598 $ 6,731,290 $ 4,520,287
Short-term investments 436,376 231,586 595,383 418,981
Investment securities 215,436 202,532 456,726 350,528
Mortgage-backed securities 1,523,850 1,755,901 3,099,313 3,585,160
---------- ---------- ----------- ----------
TOTAL INTEREST INCOME 5,542,848 4,579,617 10,882,712 8,874,956
---------- ---------- ----------- ----------
INTEREST EXPENSE:
Deposits 2,787,267 2,467,155 5,455,295 4,787,306
Borrowings 323,805 335,644 660,852 665,694
---------- ---------- ----------- ----------
TOTAL INTEREST EXPENSE 3,111,072 2,802,799 6,116,147 5,453,000
---------- ---------- ----------- ----------
NET INTEREST INCOME BEFORE PROVISION FOR LOAN
LOSSES 2,431,776 1,776,818 4,766,565 3,421,956
PROVISION FOR LOAN LOSSES 12,114 43,000 77,980 68,000
---------- ---------- ----------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES 2,419,662 1,733,818 4,688,585 3,353,956
---------- ---------- ----------- ----------
NONINTEREST INCOME:
Loan fees and charges 753,514 131,092 1,481,054 244,510
Loan servicing income 275,084 110,737 572,535 216,118
Service charges on deposit accounts 220,458 174,139 430,335 328,632
Gain (loss) on sale of loans 156,111 56,350 253,451 106,299
Other income 127,766 142,893 316,508 267,538
---------- ---------- ----------- ----------
TOTAL NONINTEREST INCOME 1,532,933 615,211 3,053,883 1,163,097
---------- ---------- ----------- ----------
NONINTEREST EXPENSES:
Compensation and benefits 1,803,103 938,549 3,552,431 1,770,420
Office occupancy and equipment 436,484 242,525 883,064 429,545
Data Processing Fees 130,883 64,668 256,658 110,735
Federal insurance premiums 40,358 133,307 80,270 257,589
Insurance and surety bond expense 37,561 37,923 74,428 71,539
Savings Association Insurance Fund Assessment --- 1,492,686 --- 1,492,686
Other 631,686 339,402 1,146,045 669,851
---------- ---------- ----------- ----------
TOTAL NONINTEREST EXPENSES 3,080,075 3,249,060 5,992,896 4,802,365
---------- ---------- ----------- ----------
INCOME (LOSS) BEFORE INCOME TAX AND
MINORITY INTEREST 872,520 (900,031) 1,749,572 (285,312)
INCOME TAX PROVISION (BENEFIT) 269,125 (321,200) 547,468 (112,200)
---------- ---------- ----------- ----------
INCOME (LOSS) BEFORE MINORITY INTEREST 603,395 (578,831) 1,202,104 (173,112)
MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY 100,249 --- 179,620 ---
---------- ---------- ----------- ----------
NET INCOME $ 503,146 $ (578,831) $ 1,022,484 $ (173,112)
========== ========== =========== ==========
PRIMARY EARNINGS (LOSS) PER COMMON SHARE $ 0.29 $ (0.34) $ 0.59 $ (0.10)
========== ========== =========== ==========
FULLY DILUTED EARNINGS (LOSS) PER COMMON SHARE $ 0.24 $ (0.34) $ 0.48 $ (0.10)
========== ========== =========== ==========
DIVIDENDS PER COMMON SHARE $ 0.05 $ 0.04 $ 0.09 $ 0.07
========== ========== =========== ==========
</TABLE>
