SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
FORT BEND HOLDING CORP.
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(Name of Issuer)
Security 1. Common Stock, par value $0.01 per share
Security 2. 8% Subordinated Convertible Debentures Due December 1, 2005
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(Title of Class of Securities)
SECURITY 1. 346824-10-5
SECURITY 2. 346824-AA-3
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(CUSIP NUMBER)
THE MILLERS MUTUAL FIRE INSURANCE COMPANY
300 Burnett Street
Fort Worth, Texas 76102-2799
(817) 348-3550
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 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(b)(3) or (4) check the following
box [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No.
Security 1. 346824-10-5
Security 2. 346824-AA-5 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Millers Mutual Fire Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 162,869.5
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 162,869.5
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
162,869.5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed on behalf of
The Millers Mutual Fire Insurance Company, a Texas mutual insurance company
(the "Company"), as an amendment to the initial statement on Schedule 13D,
relating to the Company's beneficial ownership of the common stock, par
value $0.01 per share (the "Common Stock"), and 8% Convertible Subordinated
Debentures due December 1, 2005 (the "Convertible Debentures") issued by
Fort Bend Holding Corp. (the "Issuer"), and as filed with the Securities
and Exchange Commission (the "Commission") on March 5, 1997 (the "Initial
Schedule 13D") amended by Amendment No. 1 to Schedule 13D filed with the
Commission on March 20, 1998 (as amended, the "Amended Schedule 13D"). The
Amended Schedule 13D is hereby further amended and supplemented as follows:
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As reported in the Company's filing of Schedule 13D dated March 5,
1997, the Company originally acquired the shares of Common Stock of the
Issuer for the purpose of investment. On March 11, 1998, the Company sent
to the Issuer a letter expressing its intent to acquire all of the capital
stock of the Issuer. On May 22, 1998, the Company sent to the Issuer a
letter (the "Letter of Withdrawal"), which is attached as EXHIBIT 7.1 and
incorporated herein by reference, expressing its withdrawal of its intent
to acquire all of the capital stock of the Issuer. The reasons for the
withdrawal are described in the Letter of Withdrawal. Other than as
described above, the Issuer does not have present plans or proposals which
would result in any of the following:
(1) the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(3) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(4) any change in the present board of directors or managers of
the Issuer;
(5) any material change in the present capitalization or dividend
policy of the Issuer;
(6) any other material change in the Issuer's business or
corporate structure;
(7) any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(9) causing a class of securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Amended Schedule 13D is hereby amended and restated
in its entirety to read as follows:
(a) The Company is the beneficial owner of an aggregate of 162,869.5
shares of Common Stock of the Issuer or 9.0% of the total shares
outstanding. The number of shares beneficially owned by the Company and
the percentage of outstanding shares represented thereby have been computed
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended. The percentage of beneficial ownership of the Company is based on
1,668,058 outstanding shares as of February 11, 1998, as reported in the
Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange
Commission for the quarterly period ended December 31, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as Exhibits:
7.1 Form of Letter of Withdrawal to Fort Bend Holding Corp., dated
May 22, 1998.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 3, 1998
THE MILLERS MUTUAL FIRE INSURANCE COMPANY
By: /S/JOY J. KELLER
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Joy J. Keller
Executive Vice President
& Chief Financial Officer
[The Millers Group Letterhead]
May 22, 1998
VIA FACSIMILE (281) 238-7071
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Mr. Lane Ward
Chief Executive Officer
Fort Bend Holding Corp.
3400 Avenue H
P.O. Box 951
Rosenberg, Texas 77471
Dear Mr. Ward:
As you know, we had previously submitted an acquisition proposal, which we
believe to be attractive to, and in the best interest of your shareholders.
You responded by requesting that we provide you with certain letters from
State and/or Federal Regulatory Agencies indicating in advance that the
transaction will be approved by such agencies. We subsequently advised you
that we do not believe it is appropriate to request regulatory reviews
prior to entering into an agreement.
Your investment bakers have requested that we enter into an agreement that
contains various covenants and restrictions on us which we believe are
inappropriate.
Although we believe that our proposal would be attractive to the
shareholders of the Fort Bend Holding Corp., it is apparent that your
management lacks enthusiasm for our proposal. In view of your lack of
affirmative response to our proposal, we have decided not to proceed with a
proposal at this time. Accordingly, you may consider our proposal to
acquire the Fort Bend Holding Corp. through a negotiated merger to be
withdrawn.
Yours truly,
Joy J. Keller
Executive Vice President &
Chief Financial Officer
