FORT BEND HOLDING CORP
8-K, 1997-08-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<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)
                                August 1, 1997



                            FORT BEND HOLDING CORP.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)


         DELAWARE                       0-21328                 76-0391720
- ----------------------------      -------------------     ---------------------
(State or other jurisdiction      Commission File No.         IRS Employer
     of incorporation)                                    Identification 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 August 1, 1997, the Registrant issued the press release attached as 
Exhibit 99 announcing results of the Annual Meeting.

     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.   Press Release

     (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                      Press release, dated August 1, 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.



Date:  August 4, 1997                           By: /s/ Lane Ward
                                                    ----------------------------
                                                    Lane Ward
                                                    Vice Chairman, President and
                                                     Chief Executive Officer


                                       4

<PAGE>
 
                                                                      EXHIBIT 99


                            FORT BEND HOLDING CORP.

              FOR IMMEDIATE RELEASE PRESS RELEASE AUGUST 1, 1997



                            FORT BEND HOLDING CORP.
                      ANNOUNCES RESULTS OF ANNUAL MEETING


     August 1, 1997 (NASDAQ NMS: FBHC) Mr. Lane Ward, President of Fort Bend 
Holding Corp. (the "Company") today announced the results of the Company's 4th 
Annual Meeting of Stockholders. All five of the proposals put forth by the
Company were approved by the stockholders. The five issues approved by the
stockholders at this meeting included:

          1.  The election of Mr. Robert W. Lindsey and Mr. Lane Ward as 
              directors of the Company.

          2.  The amendment of the Company's Certificate of Incorporation to
              increase the number of authorized shares of common stock from
              2,000,000 to 4,000,000.

          3.  The amendment of the Company's Certificate of Incorporation to
              increase the number of authorized shares of preferred stock from
              500,000 to 1,000,000.

          4.  The amendment of the Company's 1993 Stock Option and Incentive
              Plan to increase the number of shares of common stock reserved
              thereunder from 87,750 to 128,865.

          5.  The ratification of the appointment of Coopers & Lybrand L.L.P. as
              independent accountants for the Company for the fiscal year ending
              March 31, 1998.

     Mr. Ward commented "The board of directors of the Company wish to express 
their sincere appreciation to the stockholders of Fort Bend Holding Corp. for 
their continued support."  Fort Bend Holding Corp. is headquartered in 
Rosenberg, Texas.  It is the parent company of Fort Bend Federal Savings and 
Loan Association which serves Fort Bend, Harris, Wharton, Waller and Montgomery 
Counties in Southeast Texas.  Fort Bend Federal's market area is located in the 
largest metropolitan area of Texas and eight 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
     David D. Rinehart, Executive Vice President and CFO at (281)342-5571


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