UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
DECEMBER 7, 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
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CUSIP No.: 346824-10-5 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
George B. Harrop
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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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SOURCE OF FUNDS
4 PF, OO, BK
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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
United States
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 23,148
EACH ------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 69,444(1)
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9 SOLE DISPOSITIVE POWER
23,148
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10 SHARED DISPOSITIVE POWER
69,444(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,592
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96% (2)
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No.: 346824-10-5 Page 3 of 6 Pages
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(1) These shares are held jointly by George B. Harrop and his wife.
(2) Based on 1,868,616 shares of Common Stock outstanding as of October
27, 1998 as stated in Fort Bend's Form 10-QSB for the quarterly
period ended September 30, 1998.
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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, Amendment No. 3 to the Schedule 13D,
filed on June 22,1998 by George B. Harrop and Amendment No. 4 to the Schedule
13D, filed on June 30, 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
George B. Harrop and his wife, ValBerta Harrop, are individuals whose
business address is 10190 Old Katy Road, Suite 510, Houston, Texas 77043. Mr.
Harrop is a private investor. Mr. Harrop is also CEO of Harrop Construction
Company, Inc. Mrs. Harrop is the Secretary and Treasurer of Harrop Construction
Company, Inc. Both Mr. and Mrs. Harrop are United States citizens. Neither
George B. Harrop nor VaBerta Harrop has, during the past five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject 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.
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
Mr. Harrop initially acquired the Common Stock of the Company with a view
to holding a substantial ownership interest in the Issuer. Currently, the Common
Stock is held only for investment purposes. On October 21, 1998, the Company
announced its acquisition by Southwest Bancorp, Inc. ("Southwest"). The
Company's shareholders will receive 1.45 shares of Southwest common stock for
each share of the Company's Common Stock when the acquisition is closed. The
acquisition is expected to close in the first quarter of 1999.
On November 16, 1998, the Company announced that it would redeem all of
its outstanding 8% Convertible Subordinated Debentures due December 1, 2005
("Debentures"). Holders have the right to convert the Debentures into 92.592
shares of Common Stock for each $1,000 principal amount of Debentures. On
December 4, 1998, Mr. Harrop converted all of his Debentures into 95,369 shares
of Common Stock. For investment reasons, Mr. Harrop sold 76,977 shares of Common
Stock between December 7, 1998 and December 11, 1998.
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
Mr. Harrop is the beneficial owner of shares of Common Stock which, based
on number of shares of Common Stock stated to be outstanding on October 27, 1998
in Fort Bend's Form 10-QSB for the period ended September 30, 1998, represents
4.96% of the Company's outstanding Common Stock. These shares of Common Stock
represent 69,444 shares held in joint accounts with Mr. Harrop's wife, ValBerta
Harrop, and 23,148 shares held through Mr. Harrop's individual retirement
accounts.
Mr. Harrop has sole voting and dispositive power for 23,148 shares of
Common Stock and Mr. and Mrs. Harrop share voting and dispositive power for
69,444 shares of Common Stock. SEE Item 2 for identity and background
information concerning Mrs. Harrop.
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Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D, as amended, is unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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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: December 17, 1998
/s/ GEORGE B. HARROP
George B. Harrop
