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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)
January 29, 1997
FORT BEND HOLDING CORP.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-21328 76-0391720
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
3400 AVENUE H, ROSENBERG, TEXAS 77471-3808
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 342-5571
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 29, 1997, the Registrant issued the earnings release attached as
Exhibit 99 announcing the declaration of a cash dividend and earnings for the
quarter ended December 31, 1996.
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
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EXHIBIT
NUMBER DESCRIPTION
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99 Earnings release, dated January 29, 1997
3
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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 thereunto duly authorized.
FORT BEND HOLDING CORP.
Date: February 3, 1997 By: /s/ LANE WARD
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
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For Immediate Release For more information, contact:
Date: January 29, 1997 Lane Ward, Vice Chairman, President and CEO
at (281) 342-5571
FORT BEND HOLDING CORP.'S
THIRD QUARTER FISCAL 1997 EARNINGS RELEASE
Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal
Savings and Loan Association of Rosenberg, today announced net earnings of
$417,000 or $0.49 primary earnings per share for the third fiscal quarter ended
December 31, 1996. This compared to net earnings of $476,000 or $0.55 primary
earnings per share, for the same quarter in fiscal 1996. Fully diluted earnings
per common share for the quarter ended December 31, 1996 and 1995 was $0.42 and
$0.51, respectively.
Earnings for the first nine months of fiscal year 1997 were $244,000 or
$0.29 primary earnings per share, as compared to $1,320,000 or $1.50 primary
earnings per share for the same period in fiscal year 1996. Fully diluted
earnings per common share for the first nine months ended December 31, 1996 was
$0.29 as compared to $1.47 for the nine months ended December 31, 1995. On
September 30, 1996 FBHC recorded the special assessment of $1,493,000 as a
result of the Economic Growth and Regulatory Paperwork Reduction Act. Prior to
recording this special assessment net earnings for nine months ending December
31, 1996 was $1,229,000 or $1.44 primary earnings per share.
The Board of Directors has also announced that FBHC will pay a cash
dividend of $0.07 per share for the quarter ended December 31, 1996. The
dividend will be payable on February 27, 1997 to shareholders of record on
February 6, 1997. This is FBHC's thirteenth consecutive quarterly cash dividend.
FBHC's net interest income after provision for loan losses was $1,183,000
for the quarter ended December 31, 1996 compared to $1,579,000 for the quarter
ended December 31, 1995. Net interest income increased reflecting an increase in
average interest-earning assets to $258 million from $228 million for the three
months ended December 31, 1996 and 1995, respectively.
Total noninterest income increased $194,000 for the quarter ended December
31, 1996, compared to the quarter ended December 31, 1995. This reflects an
increase of $81,000 in service charges, $78,000 in loan servicing income and
$54,000 in other income.
Assets of FBHC were $278,532,000 as of December 31, 1996, compared to
$241,761,000 at December 31, 1995. This is an increase of 15.2% which is
primarily attributable to the acquisition of FirstBanc Savings in August, 1996.
Stockholders' equity was $17,906,000 at December 31, 1996 compared to
$17,578,000 at December 31, 1995. This represents an increase of 1.9%.
Equity-to-assets and risk-based capital ratios were 6.4% and 14.4% respectively
as of December 31, 1996.
Non-performing assets as a percentage of total assets as of December 31,
1996, were 1.18% compared to 1.37% as of December 31, 1995.
FBHC completed its previously announced purchase of a 51 percent interest
in the assets of Mitchell Mortgage Company on January 3, 1997. Mitchell Mortgage
is a full service mortgage banking affiliate of The Woodlands Corporation,
developer of The Woodlands. As a result of the transaction a new limited
liability company called Mitchell Mortgage Company, L.L.C. was created. The
company will continue to engage in the mortgage banking business from its
headquarters in The Woodlands offering a range of services that includes the
origination and servicing of single family residential loans, single family
construction loans, and commercial and multifamily real estate loans. Mitchell
Mortgage, established in 1974, has a more than 20-year history of steady growth
and currently has a loan servicing portfolio of approximately $600 million.
FBHC serves Fort Bend, Harris, Wharton, Waller, and Montgomery Counties in
Southeast Texas through its subsidiary, Fort Bend Federal Savings and Loan
("FBF") headquartered in Fort Bend County and FBF's subsidiary Mitchell Mortgage
Company, L.L.C. located in The Woodlands. The consolidated subsidiary operates a
retail franchise of 6 full service financial offices and one mortgage company in
7 cities. 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".
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Unaudited)
DECEMBER 31, 1996 MARCH 31, 1996
ASSETS
Cash and due from banks $ 6,981,332 $ 3,451,880
Short-term investments 14,472,756 13,541,782
Certificates of deposit 200,000 200,000
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Total cash and cash equivalents 21,654,088 17,193,662
Investment securities available for sale,
at market value 2,779,442 2,684,607
Investment securities held to maturity
(estimated market value of $10,943,103 and
$9,064,153 at December 31, 1996 and
March 31, 1996, respectively) 11,231,671 9,233,505
Mortgage-backed securities available for sale,
at market value 630,583 873,502
Mortgage-backed securities held to maturity
(estimated market value of $101,181,513 and
$110,676,779 at December 31, 1996 and
March 31, 1996, respectively) 101,175,340 110,489,617
Loans receivable, net 122,889,848 92,861,594
Loans held for sale 296,706 922,422
Accrued interest receivable 1,697,381 1,466,272
Real estate, net 2,425,325 155,372
Federal Home Loan Bank stock, at cost 1,905,900 1,460,200
Premises and equipment, net 4,490,676 3,635,046
Mortgage servicing rights, net 2,574,015 1,235,714
Prepaid expenses and other assets 3,019,404 1,538,171
Deferred income taxes 420,277 418,949
Goodwill, net 1,341,432 --
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Total assets $278,532,088 $244,168,633
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $238,497,915 $203,913,715
Convertible Subordinated Debentures 12,100,000 12,100,000
Other borrowings 4,239,279 4,363,688
Advances from borrowers for taxes and
insurance 3,585,017 4,224,796
Accounts payable, accrued expenses and
other liabilities 2,203,471 1,994,063
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Total liabilities 260,625,682 226,596,262
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Stockholders' Equity:
Serial preferred stock, $.01 par value -
500,000 shares authorized, none outstanding
Common Stock $.01 par value, 2,000,000 shares
authorized 908,550 shares issued and
820,376 shares outstanding at December 31,
1996 and 905,572 shares issued and
817,398 shares outstanding at March 31, 1996 9,085 9,055
Additional paid-in capital 8,669,193 8,514,562
Unearned employee stock ownership plan shares (307,125) (394,875)
Deferred compensation (94,622) (98,668)
Net unrealized depreciation on available sale
securities, net of tax (6,233) (21,786)
Retained earnings (substantially restricted) 11,092,609 11,020,584
Treasury stock, at cost - 88,174 shares at
December 31, 1996 and March 31, 1996 (1,456,501) (1,456,501)
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Total stockholders' equity 17,906,406 17,572,371
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Total liabilities and stockholders'
equity $278,532,088 $244,168,633
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $ 2,673,173 $ 1,860,596 $ 7,193,460 $ 5,407,554
Short-term investments 256,338 155,188 675,319 321,953
Investment securities 214,074 213,492 564,602 653,350
Mortgage-backed securities 1,701,684 1,929,554 5,286,844 5,826,252
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TOTAL INTEREST INCOME 4,845,269 4,158,830 13,720,225 12,209,109
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INTEREST EXPENSE:
Deposits 2,643,474 2,377,799 7,430,780 6,961,484
Borrowings 329,035 141,878 994,729 393,949
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TOTAL INTEREST EXPENSE 2,972,509 2,519,677 8,425,509 7,355,433
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NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES 1,872,760 1,639,153 5,294,716 4,853,676
PROVISION FOR LOAN LOSSES 60,000 60,000 128,000 105,053
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,812,760 1,579,153 5,166,716 4,748,623
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NONINTEREST INCOME:
Gain on sale of loans 91,237 110,453 197,536 234,298
Service charges 160,387 79,337 404,897 226,576
Loan servicing income 213,615 135,733 576,770 410,985
Other income 355,764 301,646 951,934 699,972
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TOTAL NONINTEREST INCOME 821,003 627,169 2,131,137 1,571,831
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NONINTEREST EXPENSES:
Compensation and benefits 1,030,093 770,830 2,800,513 2,302,967
Office occupancy and equipment 290,975 163,550 720,520 486,900
Federal insurance premimums 110,092 118,179 367,681 345,394
Savings Association Insurance
Fund Assessment -- -- 1,492,686 --
Amortization of mortgage servicing
rights 100,828 49,315 247,865 157,391
Insurance and surety bond expense 34,571 37,726 106,110 92,184
Other 474,327 315,344 1,254,913 891,219
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TOTAL NONINTEREST EXPENSES 2,040,886 1,454,944 6,990,288 4,276,055
INCOME BEFORE INCOME TAX 592,877 751,378 307,565 2,044,399
INCOME TAX PROVISION (BENEFIT) 175,709 275,100 63,509 724,112
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NET INCOME $ 417,168 $ 476,278 $ 244,056 $ 1,320,287
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PRIMARY EARNINGS PER COMMON SHARE $ 0.49 $ 0.55 $ 0.29 $ 1.50
============ =========== ============ =============
FULLY DILUTED EARNINGS PER COMMON
SHARE $ 0.42 $ 0.51 $ 0.29 $ 1.47
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DIVIDENDS PER COMMON SHARE $ 0.07 $ 0.07 $ 0.21 $ 0.21
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