UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
FORT BEND HOLDING CORP.
(Name of Issuer)
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
(Title of Class of Securities)
346824-10-S
(CUSIP Number)
GEORGE B. HARROP
10190 OLD KATY ROAD, SUITE 350
HOUSTON, TEXAS 77043
(713) 984-1298
EMAIL: [email protected]
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 29, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) OR 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See ss. 240.13d-7b for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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 6 Pages
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SCHEDULE 13D
CUSIP NO. 346824-10-5 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON
| | GEORGE B. HARROP
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
| |
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
| | (b)[ ]
| |
- --------------------------------------------------------------------------------
| 3 | SEC USE ONLY
| |
- --------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS
| | PF, OO, BK
- --------------------------------------------------------------------------------
| 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
- --------------------------------------------------------------------------------
| | 7 | SOLE VOTING POWER
| NUMBER OF | | 113,273(1),(2)
| SHARES --------------------------------------------------------
| BENEFICIALLY | 8 | SHARED VOTING POWER
| OWNED BY | | 56,296(2),(3)
| --------------------------------------------------------
| | 9 | SOLE DISPOSITIVE POWER
| | | 113,273(1),(2)
| --------------------------------------------------------
| |10 | SHARED DISPOSITIVE POWER
| | | 56,296(2),(3)
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| | 169,569(2),(4)
- --------------------------------------------------------------------------------
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
| | EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| | 9.32%(4)
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| | IN
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------------- ----------------------------
CUSIP No.: 346824-10-5 Page 3 of 6 Pages
- ------------------------------- ----------------------------
(1) Includes 49,073 shares to be acquired upon conversion of presently
convertible subordinated debentures.
(2) Adjusted to reflect Fort Bend's Common Stock split 2 for 1 effected
October 1, 1997.
(3) These shares are held jointly by George B. Harrop and his wife and
include 46,296 shares to be acquired upon conversion of presently
convertible subordinated debentures
(4) Based on 1,723,306 shares of Common Stock outstanding as of March 31,
1998 as stated in Fort Bend's Form 8-K filed May 8, 1998, plus 95,369
shares issuable upon conversion of convertible subordinated
debentures held by George B. Harrop.
<PAGE>
Page 4 of 6 Pages
ITEM 1. SECURITY AND ISSUER
The Statement on Schedule 13D (the "Schedule 13D"), filed on February 21,
1997, by George B. Harrop, relating to the beneficial ownership of common stock,
par value $.01 per share (the "Common Stock") of Fort Bend Holding Corp., a
corporation incorporated under the laws of Delaware (the "Company" or "Fort
Bend") and amended and supplemented by Amendment No. 1 to the Schedule 13D,
filed on March 7, 1997 by George B. Harrop, Amendment No. 2 to the Schedule 13D,
filed on June 12, 1998 by George B. Harrop and Amendment No. 3 to the Schedule
13D, filed on June 22,1998 by George B. Harrop is hereby amended and
supplemented as set forth below. Other than as set forth below, the Schedule
13D, as amended, is unchanged. Fort Bend maintains its principal executive
offices at 3400 Avenue H, Rosenberg, Texas 77471.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D, as amended, is unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D, as amended, is unchanged.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is amended as follows:
Mr. Harrop submitted to the Company a letter, dated June 19, 1998 (the
"Nomination Notice"), stating his intention to nominate himself as a Director of
the Company at the Company's 1998 annual meeting of stockholders. Subsequent to
the delivery of the Nomination Notice, Mr. Harrop met with an ad hoc Committee
of the Board of Directors and with management of the Company. As a result of
such meetings, Mr. Harrop has decided not to stand for election and has
submitted a letter to the Board of Directors, attached as Exhibit A, withdrawing
the Nomination Notice.
Mr. Harrop will continue to monitor the Company to ensure that management
and the board acts in the best interests of stockholders. Mr. Harrop may discuss
Fort Bend from time to time with members of the management of Fort Bend, its
Board of Directors and their advisers, may communicate with other shareholders
and interested parties concerning Fort Bend, to the extent that such
communication will not invoke provisions of the Company's Certificate of
Incorporation which purport to limit rights of stockholders to act in concert,
and may exercise any and all of his respective rights as a stockholder of Fort
Bend in a manner consistent with his equity interests.
Mr. Harrop may from time-to-time (i) acquire additional Common Stock
(subject to availability at prices deemed favorable by Mr. Harrop) in the open
market, in privately negotiated transactions or otherwise, or (ii) dispose of
Common Stock at prices deemed favorable to Mr. Harrop in the open market or in
privately negotiated transactions or otherwise.
Except as set forth above, Mr. Harrop does not have any present plan or
intention which would result in or relate to any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D, as amended, is unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D, as amended, is unchanged.
<PAGE>
Page 5 of 6 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Letter to Fort Bend Holding Corp. from George B. Harrop, dated
June 29, 1998.
<PAGE>
Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 29, 1998
/S/ GEORGE B. HARROP
George B. Harrop
<PAGE>
EXHIBIT A
GEORGE B. HARROP
10190 OLD KATY ROAD, SUITE 510
HOUSTON, TEXAS 77043
(713) 984-1422
FACSIMILE: (713) 984-0804
June 29, 1998
Board of Directors
Fort Bend Holding Corp.
3400 Avenue H
Rosenberg, Texas 77471
To the Board of Directors of Fort Bend Holding Corp.:
The letter, dated June 19, 1998, submitted to Fort Bend Holding Company by
Goerge B. Harrop (the "Nomination Notice") stating an intention to nominate
myself as a Director of the Company is hereby withdrawn.
If your require any additional information regarding this matter or have
any questions or comments regarding any of the foregoing matters, please contact
me at (713) 984-1298.
Very truly yours,
/s/ GEORGE B. HARROP
George B. Harrop
GBH/ibs
Enclosures
cc: Lane Ward, President of Fort Bend Holding Corp.
Secretary of Fort Bend Holding Corp.
