SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
Fort Bend Holding Corp.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
346824105
(CUSIP Number)
Jeffrey L. Gendell
Tontine Partners, L.P.
200 Park Avenue, Suite 3900, New York, New York, 10166 (212)692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
February 12, 1997
(Date of event which requires filing of this statement).
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
[page 1 of 8]
13D
CUSIP No. 346824105
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
21,500
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
59,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
21,500
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
59,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
81,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 8]
13D
CUSIP No. 346824105
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
59,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
59,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
59,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 8]
Item 1. Security and Issuer.
The Schedule 13D, initially filed on August 30, 1995, as amended by
Amendment No. 1, filed on October 3, 1995 (collectively, the "Schedule 13D") of
Jeffrey L. Gendell and Tontine Partners, L.P., relating to the Common Stock,
par value $.01 per share (the "Common Stock"), of Fort Bend Holding Corp., a
Delaware corporation(the "Company")is hereby amended and restated by this
Amendment No. 2 to the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
(a) This statement is filed by: Jeffrey L. Gendell, with respect to
the shares of Common Stock beneficially owned by him and Tontine Partners,
L.P., a Delaware limited partnership ("Tontine"), and Tontine, with respect to
the shares of Common Stock beneficially owned by it.
(b) The business address of Mr. Gendell is 200 Park Avenue, Suite 3900,
New York, New York 10166. The address of the principal business and principal
office of Tontine is 200 Park Avenue, Suite 3900, New York, New York 10166.
(c) Mr. Gendell serves as the Managing Member of Tontine Management,
L.L.C. which is the general partner (the "General Partner") of Tontine. The
principal business of Tontine is serving as a private investment limited
partnership investing in financial institutions.
(d) Neither the person or partnership referred to in paragraph (a) has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither the person or partnership referred to in paragraph (a) has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was, or is subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.
(f) Mr. Gendell is a United States citizen. Tontine is a limited
partnership organized under the laws of the State of Delaware.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
The net investment cost (including commissions, if any) of the shares of
Common Stock owned directly by Mr. Gendell is approximately $335,621.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by Tontine is approximately $1,142,992.50.
[page 4 of 8]
The shares of Common Stock purchased by Mr. Gendell were purchased with
personal funds and on margin. The shares of Common Stock purchased by Tontine
were purchased with working capital and on margin.
Mr. Gendell's margin transactions were with Prudential Securities Inc. or
Stephens Inc. on such firm's usual terms and conditions. Tontine's margin
transactions were with Bear Stearns Securities Corp., on such firm's usual
terms and conditions. All or part of the shares of Common Stock beneficially
owned by Mr. Gendell may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s) or
brokerage firm(s) to Mr. Gendell. All or part of the shares of Common Stock
beneficially owned by Tontine may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
bank(s) or brokerage firm(s) to Tontine. Such loans bear interest at a rate
based upon the broker's call rate from time to time in effect. Such
indebtedness may be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by Mr.
Gendell and Tontine is for investment, and the purchases of the shares of
Common Stock by Mr. Gendell and Tontine were made in the ordinary course of
business and were not made for the purpose of acquiring control of the Company.
Each may make further purchases of shares of Common Stock from time to time and
may dispose of any or all of the shares of Common Stock held by it at any time.
Neither Mr. Gendell nor Tontine has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D. Such person and entity may, at any time
and from time to time, review or reconsider their position and formulate plans
or proposals with respect thereto, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirely as follows:
A. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 81,000
Percentage: 9.9%. The percentages used herein and in
the rest of Item 5 are calculated based upon the 820,376 shares of Common Stock
issued and outstanding as of December 31, 1996, as reflected in the Company's
Third Quarter Fiscal 1997 Earnings Release, dated January 29, 1997.
(b) 1. Sole power to vote or direct vote: 21,500
2. Shared power to vote or direct vote: 59,500
3. Sole power to dispose or direct the disposition: 21,500
4. Shared power to dispose or direct the disposition: 59,500
[page 5 of 8]
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock on behalf of Tontine, which were all in the
open market, by Tontine, are set forth in Schedule A and are incorporated by
reference.
(d) Not applicable.
(e) Not applicable.
B. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 59,500.
Percentage: 7.3%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 59,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 59,500
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of Tontine,
has the power to direct the affairs of Tontine, including decisions respecting
the disposition of the proceeds from the sale of the shares. Mr. Gendell is
the Managing Member of Tontine Management, L.L.C. and in that capacity directs
its operations.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
[page 6 of 8]
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 13,1997 /s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P.
[page 7 of 8]
Schedule A
TONTINE PARTNERS, L.P.
Date of Price Per Share
Transaction Number of Shares (including
Purchased/(Sold) Commissions, if any)
02/12/97 10,500 22.125
[page 8 of 8]
