FORT BEND HOLDING CORP
8-K, 1997-01-06
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)
                                January 3, 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 January 3, 1997, the Registrant issued the press release attached as 
Exhibit 99 announcing the purchase of a majority interest in Mitchell 
Mortgage.

        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 January 3, 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: January 6, 1997                           By:  /s/ LANE WARD
                                                    ----------------------------
                                                    Lane Ward
                                                    Vice Chairman, President and
                                                     Chief Executive Officer


                                       4

<PAGE>
 


                                  Exhibit 99



                                       5


<PAGE>
 
FOR IMMEDIATE RELEASE                              For more information contact:
JANUARY 3, 1997                                    Lane Ward, President/CEO
                                                   (281) 342-5571


            FORT BEND HOLDING CORP. PURCHASES MAJORITY INTEREST IN
                               MITCHELL MORTGAGE


        ROSENBERG, TEXAS, January 3, 1997 --  Fort Bend Holding Corp. ("FBHC") 
today announced that its wholly owned subsidiary, Fort Bend Federal Savings and 
Loan Association, has completed the purchase of a 51 percent interest in 
Mitchell Mortgage Company, the full service mortgage banking affiliate of The 
Woodlands Corporation, developer of the Woodlands.

        As a result of the transaction, Mitchell Mortgage will become a new 
limited liability company called Mitchell Mortgage Company, L.L.C. 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 stable ownership and steady growth 
and currently has a servicing portfolio of approximately $600 million.

        "Our acquisition of a majority interest in Mitchell Mortgage provides us
with the opportunity to establish a presence in the strategically important
growth areas of Northwest Harris and Montgomery Counties while also pursuing new
business growth opportunities," said Lane Ward, vice chairman and president of
FBHC. "We have enjoyed a good business relationship with Mitchell Mortgage for
more than seven years, and we have the very highest regard for the management
team which will remain in place at the new company as a result of the ownership
restructuring."

        Dale Andreas, president of Mitchell Mortgage, says the deal offers 
Mitchell Mortgage new growth opportunities while maintaining an ownership 
affiliation with The Woodlands Corporation and its parent company, Mitchell 
Energy & Development Corp. "We're excited about the growth opportunities that 
will be available to Mitchell Mortgage and our employees as a result of our new 
relationship with Fort Bend Federal Savings and Loan Association," Andreas said.
"This ownership restructuring will provide our company with additional resources
for loans to our single family residential, single family construction, and 
commercial and multifamily lending customers."

        Fort Bend Federal Savings and Loan, headquartered in Rosenberg, Texas, 
was established in 1932 and currently has five branch locations. Fort Bend 
Holding Corp. reported total assets of $280 million and stockholders equity of 
$18.0 million as of September 30, 1996. Fort Bend Holding Corp.'s stock is 
traded on the Nasdaq National Market under the symbol FBHC.


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