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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Fort Bend Holding Corp.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
346824-10-S
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(CUSIP Number)
Michael H. Richmond
President and CEO
The Woodlands Land Development Company, L.P.
2201 Timberloch Place
The Woodlands, Texas 77381
(281) 719-6139
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 2, 1998
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes 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.
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CUSIP NO. 34824-10-S 13D PAGE 2 OF 6
<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON
IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Woodlands Land Development Company, L.P.; #76-0543943
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
110,000 (1)
NUMBER OF --------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH --------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 110,000 (1)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 (1)
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON*
PN
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</TABLE>
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(1) The Woodlands Land Development Company, L.P., holds an option, which becomes
exercisable on January 2, 1999, to convert its interest in Mitchell Mortgage
Company L.L.C. into approximately 110,000 shares of Fort Bend Common Stock,
based upon the current value of such interest.
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CUSIP NO. 34824-10-S 13D PAGE 3 OF 6
Item 1. Security and Issuer.
This statement relates to the Common Stock, $0.01 par value per share
("Common Stock"), of Fort Bend Holding Corp., a Delaware corporation ("Fort
Bend"). The principal executive offices of Fort Bend are located at 3400 Avenue
H, Rosenberg, Texas 77471.
Item 2. Identity and Background.
(a)-(c) This statement is filed on behalf of The Woodlands Land Development
Company, L.P. (the "Reporting Person"). The Reporting Person is
primarily engaged in the business of land development.
The Woodlands Land Company, Inc. ("TWLC") and MS TWC, Inc. ("MSTWC")
(MSTWC together with TWLC, the "General Partners") are the sole general
partners of the Reporting Person. Each of the General Partners are in
the principal business of acting as the Reporting Person's general
partner.
The business address of the Reporting Person is 2201 Timberloch Place,
The Woodlands, Texas 77381. The business address of TWLC is 306 West
7th Street, Suite 1025, Fort Worth, Texas 76102. The business address
of MSTWC is 1585 Broadway, 37th Floor, New York, NY 10036.
(d) During the last five years, neither the Reporting Person nor the
General Partners have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person nor the
General Partners have been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, the result of which,
was or is to subject either the Reporting Person or the General
Partners to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect
to such laws.
(f) The Reporting Person is a limited partnership organized under the laws
of the State of Texas. Each of the General Partners is a corporation
organized under the laws of the State of Texas.
Item 3. Source and Amounts of Funds or Other Consideration.
Pursuant to a letter agreement, dated January 1, 1997 (the "Letter
Agreement"), the Reporting Person's 49% ownership interest in Mitchell Mortgage
Company L.L.C. ("New Mitchell"), a 51% owned subsidiary of Fort Bend Federal
Savings and Loan Association of Rosenberg (a wholly owned subsidiary of Fort
Bend), became convertible (at the Reporting Person's option) in whole, but not
in part, at any time between January 2, 1999 and January 2, 2002
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CUSIP NO. 34824-10-S 13D PAGE 4 OF 6
into shares of Common Stock of Fort Bend, at a conversion rate of 41.152 shares
of Common Stock for each $1,000 of value of the Reporting Person's ownership
interest in New Mitchell (the "Conversion Right"). The Reporting Person's
interest in New Mitchell is currently valued at approximately $2,673,163, which
is convertible into 110,000 shares of Common Stock. The terms of the Letter
Agreement limit the number of shares of Common Stock that the Reporting Person
may receive upon exercise of the Conversion Right to 9.9% of the outstanding
Common Stock. To the extent the Reporting Person's interest in New Mitchell
would be convertible into shares of Common Stock in excess of 9.9% of the
outstanding Common Stock, Fort Bend will pay such excess to the Reporting Person
in cash, based upon the book value of the Reporting Person's interest in New
Mitchell.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Conversion Right for investment
purposes, and the Reporting Person intends to review continuously and monitor
its investment in Fort Bend. The Reporting Person has the right under the Letter
Agreement, with certain limitations, to cause Fort Bend to register the shares
of Common Stock issuable upon exercise of the Conversion Right for sale or
distribution pursuant to the Securities Act of 1933, as amended ("Securities
Act"). The Reporting Person has no current intention to transfer or otherwise
dispose of the Conversion Right or the underlying shares of Common Stock, except
in connection with the proposed merger of Fort Bend with Southwest
Bancorporation of Texas, Inc. pursuant to that certain Agreement and Plan of
Merger dated October 20, 1998.
Except as otherwise set forth above, the Reporting Person has no plans
or proposals which relate to or would result in any of the matters or
transactions referred to in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on November 2, 1998, the Reporting Person
beneficially owned (within the meaning of Rule 13d-3(d)(1)) 110,000
shares of Common Stock of Fort Bend, which constitute approximately
5.6% of the issued and outstanding shares of Common Stock (as
calculated in accordance with such Rule), based upon 1,866,304 shares
issued and outstanding (as represented in Fort Bend's Current Report on
Form 8-K filed October 23, 1998). The number of shares of Common Stock
that the Reporting Person will beneficially own in the future will
automatically increase or decrease as the value of the Reporting
Person's interest in New Mitchell increases or decreases.
(b) The Reporting Person does not have the power to vote or direct the vote
of, or the power to dispose or direct the disposition of, shares of
Common Stock unless or until the Reporting Person exercises the
Conversion Right. Upon such exercise, the Reporting Person will have
the sole power to vote and dispose of the shares of Common Stock
received upon such exercise.
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CUSIP NO. 34824-10-S 13D PAGE 5 OF 6
(c) Neither the Reporting Person nor the General Partners have purchased or
sold shares of the Common Stock during the past sixty (60) days.
(d) No other person has the right or the power to direct the receipt of
dividends or the proceeds from the sale of the securities reported
herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Letter Agreement, dated January 1, 1997, by and among The Woodlands
Corporation, Mitchell Mortgage Company, Fort Bend Holding Corp. and Fort Bend
Savings and Loan Association of Rosenberg provides, among other things, for the
exchange of the Reporting Person's interest in New Mitchell for shares of Fort
Bend Common Stock and certain piggyback registration rights relating to the
shares of Fort Bend Common Stock receivable upon the exercise of the Conversion
Right. The Reporting Person is the successor in interest to The Woodlands
Corporation and Mitchell Mortgage Company.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any other person with respect to any
shares of Common Stock of Fort Bend of the character described in Item 6 of
Schedule 13D.
Item 7. Material to be Filed as Exhibits.
1. Letter Agreement, dated January 1, 1997, by and among The
Woodlands Corporation, Mitchell Mortgage Company, Fort Bend
Holding Corp. and Fort Bend Federal Savings and Loan
Association of Rosenberg.
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CUSIP NO. 34824-10-S 13D PAGE 6 OF 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
November 9, 1998
THE WOODLANDS LAND
DEVELOPMENT COMPANY, L.P.
By: The Woodlands Operating Company,
L.P., its authorized agent
By: /s/ MICHAEL H. RICHMOND
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Michael H. Richmond, President
and CEO
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January 1, 1997
Mitchell Mortgage Company
The Woodlands Corporation
c/o Michael Richmond
The Woodlands Corporation
2201 Timberloch Place
The Woodlands, Texas 77380
Dear Sirs:
In connection with the Agreement (the "Agreement") dated as of October
31, 1996 by and among The Woodlands Corporation ("The Woodlands"), Mitchell
Mortgage Company ("Mitchell Mortgage") and Fort Bend Federal Savings and Loan
Association of Rosenberg ("Fort Bend"), and the transactions contemplated
thereby, this Transaction Letter Agreement (the "Letter") is to set out various
agreements and clarifications regarding the matters discussed herein, and is
intended to be fully binding.
1. All capitalized terms used without definition in this Letter shall
have the meaning set forth in the Agreement.
2. Mitchell Mortgage agrees to provide to New Mitchell an amount equal
to $78,000 as transitional costs related to the new entity. This amount shall be
deemed to be a net adjustment to the purchase price set forth in the Agreement.
3. (a) Fort Bend and Mitchell Mortgage hereby agree that Mitchell
Mortgage's ownership interest in New Mitchell will be convertible in whole, but
not in part, (beginning on the second anniversary of its formation and ending on
the fifth anniversary of its formation into common stock of Fort Bend Holding
Corp. ("FBHC"), the parent of Fort Bend, at a conversion rate of 41.152 shares
of FBHC common stock for each $1,000 of ownership interest in New Mitchell
(equivalent to a conversion price of $24.30 per share), subject to adjustment in
certain events as set forth below. The right to convert will terminate at the
close of business on the fifth anniversary of New Mitchell's formation and will
expire if not exercised prior to that time. In the event Mitchell Mortgage
elects to convert its ownership interest in New Mitchell into common stock of
FBHC, FBHC will issue shares of its common stock to Mitchell Mortgage, based on
the above stated conversion rate, in an amount up to 9.9% of the outstanding
common stock of FBHC. In the event that Mitchell Mortgage's ownership interest
in New Mitchell should convert to an amount of FBHC common stock which exceeds
9.9% of the outstanding common stock of FBHC (after taking into account the
shares being issued to Mitchell Mortgage), such excess will be paid to Mitchell
Mortgage in cash in an amount equal to the book value of such remaining
ownership interest in New Mitchell after taking into account the value of the
9.9% of the FBHC common stock being issued as a result of the conversion.
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Mitchell Mortgage Company
The Woodlands Corporation
January 1, 1997
Page 2
The conversion price will be subject to adjustment upon the occurrence
of certain events, including: (i) dividends (and other distributions) payable in
common stock on any class of capital stock of FBHC, (ii) the issuance to all
holders of FBHC common stock of rights, warrants or options entitling them to
subscribe for or purchase common stock at less than the market price at the time
of issuance, (iii) subdivisions, combinations or reclassifications of FBHC
common stock, (iv) distributions to all holders of FBHC common stock of
evidences of indebtedness or assets (including securities, but excluding those
dividends, rights, warrants, options and distributions referred to above and
dividends and distributions paid exclusively in cash) of FBHC, (v) distributions
consisting exclusively of cash (excluding any cash portion of distributions
referred to in (iv) above or cash distributed upon a merger or consolidation of
FBHC) to all holders of common stock in an aggregate amount that, combined
together with (x) all other such all-cash distributions made within the
preceding 12 months in respect of which no adjustment has been made and (y) the
aggregate of any cash and the fair market value of other consideration payable
in respect of any tender offer by FBHC or any of its subsidiaries for FBHC
common stock concluded within the preceding 12 months in respect of which no
adjustment has been made, exceeds 10% of FBHC's market capitalization (being the
product of the current market price of the FBHC common stock on the date of
determination of holders of shares of FBHC common stock entitled to receive such
distribution times the number of shares of FBHC common stock then outstanding)
on the record date for such distribution, and (vi) the purchase of FBHC common
stock pursuant to a tender offer made by FBHC or any of its subsidiaries which
involves an aggregate consideration that, together with (x) the aggregate of any
cash and the fair market value of consideration payable in any other tender
offer by FBHC or any of its subsidiaries for FBHC common stock expiring within
the 12 months preceding such tender offer in respect of which no adjustment had
been made and (y) the aggregate amount of any such all-cash distributions
referred to in (v) above to all holders of FBHC common stock within the 12
months preceding the expiration of such tender offer in respect of which no
adjustments have been made, exceeds 10% of FBHC's market capitalization on the
expiration of such tender offer. In no event will any adjustment of the
conversion price be required to be made until cumulative adjustments amount to
1% or more of the conversion price as last adjusted.
(b) Piggyback Rights.
(i) If FBHC at any time proposes to file on its
behalf and/or on behalf of nay other of its security holders a registration
statement under the Securities Act of 1933, as amended on Form S-1, S-2 or S-3
(or on any other form for the general registration of securities to be sold for
cash other than with respect to employee stock option plans, employee incentive
plan or other similar employee plans with respect to which a registration
statement or form is filed) with respect to its common stock or other securities
convertible into, or exchangeable for its common stock, FBHC shall give written
notice (the "FBHC Notice") to Mitchell Mortgage at least 30 days prior to the
filing with the SEC of such registration statement and such notice shall set
forth the intended method of disposition of the securities proposed to be
registered. Mitchell Mortgage shall have the right, upon giving written notice
to FBHC within 20 days of receipt of the FBHC Notice and subject to the
provisions of this Section 3, to request that FBHC include in such registration
the number of shares of FBHC common stock owned by Mitchell Mortgage indicated
in such notice to the extent required to permit the disposition of such shares
in accordance with the intended method of disposition set out in the FBHC
Notice.
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Mitchell Mortgage Company
The Woodlands Corporation
January 1, 1997
Page 3
(ii) With respect to any registration statement referred
to in subsection (i) of this Section 3(b), FBHC shall include in such
registration statement any shares of common stock so requested to be included by
Mitchell Mortgage, provided that if the underwriters (or any managing
underwriter) shall advise FBHC in writing that, in their reasonable opinion and
in good faith, the distribution of the FBHC shares requested to be included in
such registration statement together with all other shares of FBHC common stock
or other equity securities being registered would materially adversely affect
the distribution of the securities to be offered solely for the account of FBHC,
then Mitchell Mortgage shall be entitled to participate in the registration, on
a pro rata basis, up to an amount whereby the underwriters or managing
underwriter may advise in good faith that such registration will not materially
adversely affect the distribution of securities to be offered solely for the
account of FBHC.
With respect to all registrations referred to in this Section 3(b):
(A) If, at any time after giving written notice of its intention
to register common stock and prior to the effective date of such
registration statement filed in connection with such
registration, FBHC shall determine for any reason not to
register such securities, FBHC may, at its election, give
written notice of such determination to Mitchell Mortgage, and,
thereupon, shall be relieved of its obligation to register any
of its common stock in connection whit such registration; and
(B) if such registration involved an underwritten offering,
Mitchell Mortgage must sell its shares to the underwriter
selected by FBHC on the same terms and conditions as applied to
FBHC.
(C) The pro rata cost of registering and selling Mitchell
Mortgage's shares shall be borne by Mitchell Mortgage.
(c) Notwithstanding the time frame for Mitchell Mortgage's right to
convert its ownership interest in new Mitchell into common stock of FBHC set
forth in Section 3(a) hereof, such right shall accelerate immediately upon a
"change in control" of FBHC. A "change in control" means (i) a merger,
consolidation or sale of all or substantially all of the assets of FBHC, or (ii)
a change in control of a nature that would be required to be reported in
response to Item I of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended. Under no circumstances, however, will the right to convert extend
beyond the fifth anniversary date of the formation of New Mitchell.
4. New Mitchell will reimburse Mitchell Mortgage for the interest
expense on the outstanding balance of the Bank One, Texas, National Association
line of credit for January 1, 1997.
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Mitchell Mortgage Company
The Woodlands Corporation
January 1, 1997
Page 4
5. The Woodlands agrees to participate in the outstanding principal
balance of that certain commercial loan made by Mitchell Mortgage to A.K.
Interests - Remington, L.P. on December 20, 1996 in the original principal
amount of $3,260,000 (which loan will be part of the Assets Transferred to New
Mitchell); provided, however, The Woodlands' participation shall be limited to
the amount that the balance of such commercial loan exceeds Fort Bend's, and
consequently New Mitchell's, lending limit of $2,800,000 per loan.
6. The provisions of this Letter shall cease and terminate upon a
proper termination of the Agreement in accordance with its terms.
7. FBHC has executed this Letter for the purpose of agreeing to the
provisions of this document that relate to it.
8. This Letter is contemporaneously executed with the Operating
Agreement which is a part of the Agreement.
If the foregoing correctly states our agreements, please execute and
return a copy of this Letter acknowledging your acceptance and agreement to the
terms hereof.
FORT BEND FEDERAL SAVINGS AND LOAN
ASSOCIATION OF ROSENBERG
By:
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Name:
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Title:
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FORT BEND HOLDING CORP.
By:
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Name:
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Title:
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THE WOODLANDS CORPORATION
By:
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Name:
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Title:
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MITCHELL MORTGAGE COMPANY
By:
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Name:
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Title:
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