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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)
July 28, 1998
FORT BEND HOLDING CORP.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-21328 76-0391720
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
3400 Avenue H
Rosenberg, Texas 77471-3808
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 342-5571
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 28, 1998, the Registrant issued a earnings release attached as
Exhibit 99 announcing the declaration of a cash dividend and earnings for the
first quarter ended June 30, 1998.
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.
2
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EXHIBIT
NUMBER DESCRIPTION
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99 First Quarter Fiscal 1999 Earnings Release,
dated June 30, 1998
3
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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: August 4, 1998 By: /s/ Lane Ward
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
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For Immediate Release For more information, contact:
- --------------------- Lane Ward, Vice Chairman, President and CEO
Date: July 28, 1998 at (281) 342-5571
FORT BEND HOLDING CORP.'S
FIRST QUARTER FISCAL 1999 EARNINGS RELEASE
Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal
Savings and Loan Association of Rosenberg ("FBF"), today announced net earnings
of $572,000, or $0.32 earnings per common share, for the first fiscal quarter
ended June 30, 1998. This compares to net earnings of $519,000, or $0.31
earnings per common share, for the same quarter in fiscal 1998 and represents a
10% increase in earnings. Earnings per common share--assuming dilution for the
quarters ended June 30, 1998 and 1997 was $0.24.
Lane Ward, Vice Chairman, stated that due to the strong earnings performance,
the Board of Directors has announced that FBHC will pay a cash dividend of $0.10
per share for the quarter ended June 30, 1998. The dividend will be payable on
September 2, 1998 to shareholders of record on August 12, 1998. This is FBHC's
nineteenth consecutive quarterly cash dividend.
FBHC's net interest income after provision for loan losses was $2.6 million for
the quarter ended June 30, 1998 compared to $2.3 million for the quarter ended
June 30, 1997. Net interest income reflected an increase in average
interest-earning assets to $295 million from $275 million for the quarters ended
June 30, 1998 and 1997, respectively. An increase of $25 million in the average
balance of loans receivable and $12 million in investments, partially offset by
a decrease of $17 million in mortgage-backed securities, contributed to the
increase in average interest-earnings assets. The increase in the average loan
balances reflected an increase of $24 million from the loan portfolio of FBF's
subsidiary Mitchell Mortgage Company, L.L.C. ("Mitchell").
Total noninterest income increased by $488,000 for the quarter ended June 30,
1998 compared to the same period in fiscal 1998. The increase was primarily due
to an increase in loan fees and charges of $347,000 which primarily reflected
increased commercial, multifamily, and construction lending. FBHC originated $55
million of commercial and multifamily loans and $34 million of construction
loans during the three months ended June 30, 1998 compared to $35 million of
commercial and multifamily loans and $27 million of construction loans during
the same period in fiscal 1998. Gain on sales of loans increased $200,000. The
principal balance of loans sold during the three months ended June 30, 1998 was
$34.6 million compared to $13.2 million for the same period in fiscal 1998.
Partially offsetting the increase in earnings from the above sources has been an
increase in noninterest expense of $626,000. The increase reflects an increase
in compensation and benefits of $252,000. The increased compensation and
benefits is due to increases in commissions resulting from the higher loan
volume in the current year, normal salary adjustments, and overtime. Other
expense increased $283,000 during the three months ended June 30, 1998 when
compared to the same period in fiscal 1998. The increase was primarily due to an
increase of $129,000 in loan origination and service charges, such as
appraisals, flood data services, and credit reports, associated with the higher
loan volume in the current year. Legal expenses increased $37,000 when compared
to the prior year primarily as a result of costs incurred related to the
unsolicited acquisition offer received in March 1998. Also, the Holding Corp.
recognized certain other acquisition related expenses which had been previously
deferred.
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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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(in thousands, except share data)
(Unaudited)
June 30, March 31,
1998 1998
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ASSETS
Cash and due from banks.......................... $ 6,298 $ 6,260
Short-term investments........................... 26,037 20,484
Certificates of deposit.......................... 400 300
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Total cash and cash equivalents............ 32,735 27,044
Investment securities available for sale,
at market....................................... 2,987 2,962
Investment securities held to maturity (estimated
market value of $7,987 and $8,984 at June 30,
1998 and March 31, 1998, respectively).......... 8,245 9,244
Mortgage-backed securities available for sale, at
market.......................................... 261 282
Mortgage-backed securities held to maturity
(estimated market value of $76,001 and $83,222
at June 30, 1998 and March 31, 1998,
respectively)................................... 75,669 82,815
Loans held for sale.............................. 13,852 12,920
Loans receivable, net............................ 164,984 160,062
Premises and equipment, net...................... 4,735 4,738
Mortgage servicing rights, net................... 7,361 7,603
Prepaid expenses and other assets................ 6,286 7,680
Goodwill, net.................................... 1,233 1,256
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Total assets............................... $ 318,348 $ 316,606
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits....................................... $ 267,602 $ 268,991
Convertible subordinated debentures............ 10,415 11,405
Borrowings..................................... 4,472 3,985
Advances from borrowers for taxes and insurance 7,151 4,619
Accounts payable, accrued expenses and other
liabilities................................... 3,325 3,646
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Total liabilities.......................... 292,965 292,646
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Minority interest in consolidated subsidiary..... 2,630 2,556
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Stockholders' equity:
Serial preferred stock, $.01 par value--
1,000,000 shares authorized, none
outstanding...................................
Common Stock $.01 par value, 4,000,000 shares
authorized, 1,993,156 shares issued and
1,816,808 shares outstanding at June 30,
1998 and 1,899,654 shares issued and
1,723,306 shares outstanding at March 31,
1998.......................................... 20 19
Additional paid-in capital..................... 10,901 9,927
Unearned employee stock ownership plan shares.. (118) (118)
Deferred compensation.......................... (99) (83)
Net unrealized appreciation on available for
sale securities............................... 2 7
Retained earnings (substantially restricted)... 13,503 13,108
Treasury stock, at cost--176,348 shares........ (1,456) (1,456)
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Total stockholders' equity................. 22,753 21,404
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Total liabilities and stockholders' equity. $ 318,348 $ 316,606
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
(In thousands, except per share data)
(Unaudited)
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1998 1997
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Interest income:
Loans........................................... $3,800 $3,364
Short-term investments.......................... 384 159
Investment securities........................... 179 241
Mortgage-backed securities...................... 1,285 1,576
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Total interest income....................... 5,648 5,340
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Interest expense:
Deposits........................................ 2,765 2,668
Borrowings...................................... 273 337
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Total interest expense...................... 3,038 3,005
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Net interest income before provision for
loan losses................................ 2,610 2,335
Provision for loan losses.......................... 45 63
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Net interest income after provision for
loan losses................................ 2,565 2,272
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Noninterest income:
Loan fees and charges........................... 1,075 728
Loan servicing income, net...................... 206 297
Service charges on deposit accounts............. 224 210
Gain on sales of loans.......................... 297 97
Other income.................................... 207 189
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Total noninterest income.................... 2,009 1,521
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Noninterest expense:
Compensation and benefits....................... 2,001 1,749
Office occupancy and equipment.................. 488 447
Federal insurance premiums...................... 43 40
Data processing fees............................ 173 126
Other expense................................... 838 555
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Total noninterest expense................... 3,543 2,917
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Income before income tax expense and minority
interest....................................... 1,031 876
Income tax expense................................. 336 278
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Income before minority interest.................... 695 598
Minority interest in net income of subsidiary...... 123 79
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Net income......................................... $ 572 $ 519
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Earnings per common share.......................... $ 0.32 $ 0.31
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Earnings per common share-assuming dilution........ $ 0.24 $ 0.24
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Dividends per common share......................... $ 0.10 $0.035
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