FORT BEND HOLDING CORP
8-K, 1998-11-12
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)
                               November 4, 1998


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



        DELAWARE                    0-21328                  76-0391720
- -------------------------------------------------------------------------------
  (State or other             (Commission File No.)        (IRS Employer
   jurisdiction of                                          Identification    
   incorporation)                                              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 November 4, 1998, the Registrant issued a second quarter Fiscal 1999 
Dividend announcement.

      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.
 
<PAGE>
 

EXHIBIT
NUMBER                          DESCRIPTION
- -------                         -----------

  99            Second Quarter Fiscal 1999 Dividend Announcement,
                          dated November 4, 1998
<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: November 12, 1998                 By: /s/ Lane Ward
                                           -------------------------------
                                           Lane Ward
                                           Vice Chairman, President and
                                            Chief Executive Officer     

<PAGE>
 
For Immediate Release               For more information, contact:
Date: November 4, 1998              Lane Ward, Vice Chairman, President and CEO 
                                    at (281)342-5571    


                           FORT BEND HOLDING CORP.'S
                          SECOND QUARTER FISCAL 1999
                             DIVIDEND ANNOUNCEMENT


Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal
Savings and Loan Association of Rosenberg ("FBF"), announced net earnings of
$532,000, or $0.29 earnings per common share, for the second fiscal quarter
ended September 30, 1998. This compares to net earnings of $503,000, or $0.30
earnings per common share, for the same quarter in fiscal 1998 and represents a
5.8% increase in earnings. Earnings per common share-assuming dilution for the
quarters ended September 30, 1998 and 1997 was $0.23 and $0.24, respectively.

The Board of Directors has approved that Fort Bend Holding Corp. will pay a 
quarterly cash dividend of $0.10 per common share for the quarter ended 
September 30, 1998. The cash dividend will be paid on or about December 8, 1998
to shareholders of record on November 17, 1998.

On October 20, 1998, FBHC signed a definitive agreement to merge with Southwest 
Bancorporation of Texas, Inc. ("SWBT"). The transaction is structured as a 
tax-free reorganization with a fixed exchange of 1.45 shares of SWBT common 
stock for each share of FBHC common stock and convertible equivalents.

FBHC serves Fort Bend, Harris, Wharton, Waller and Montgomery Counties in 
Southeast Texas through its subsidiary, FBF, headquartered in Fort Bend County 
and FBF's subsidiary Mitchell located in The Woodlands. FBF'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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