<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FORT BEND HOLDING CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
FORT BEND HOLDING CORP.
3400 AVENUE H P.O. BOX 951 ROSENBERG, TEXAS 77471 (281) 342-5571
June 29, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Fort Bend Holding
Corp. (the "Company"), we cordially invite you to attend the Annual Meeting of
Stockholders of the Company (the "Meeting"). The Meeting will be held at 2:00
p.m., local time, on July 28, 1998 at the Fort Bend Country Club, 2627 Farm to
Market Road 762, Richmond, Texas.
An important aspect of the Meeting is the stockholder vote on corporate
business items. I urge you to exercise your rights as a stockholder to vote and
participate in this process. Stockholders are being asked to consider and vote
upon (i) the election of three directors of the Company, and (ii) the
ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's
independent accountants. Your Board of Directors unanimously recommends that
you vote for each of Management's nominees for election as directors and for the
ratification of the appointment of Coopers & Lybrand L.L.P.
We encourage you to attend the Meeting in person. Whether or not you plan
to attend, however, PLEASE READ THE ENCLOSED PROXY STATEMENT AND THEN COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING POSTPAID
RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This action will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
ROBERT W. LINDSEY
Chairman of the Board
<PAGE>
FORT BEND HOLDING CORP.
3400 Avenue H
Rosenberg, Texas 77471
(281) 342-5571
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 28, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Fort Bend Holding Corp. (the "Company") will be held at the Fort
Bend Country Club, 2627 Farm to Market Road 762, Richmond, Texas at 2:00 p.m.,
local time, on July 28, 1998.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of Coopers & Lybrand L.L.P. as
independent accountants for the Company for the fiscal year ending
March 31, 1999;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record as of the close of business on
June 12, 1998 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof. A complete list of stockholders entitled
to vote at the Meeting will be available at the main office of the Company
during the ten days prior to the Meeting, as well as at the Meeting.
You are requested to complete and sign the enclosed form of proxy which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Robert W. Lindsey
Chairman of the Board
Rosenberg, Texas
June 29, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
================================================================================
<PAGE>
PROXY STATEMENT
FORT BEND HOLDING CORP.
3400 Avenue H
Rosenberg, Texas 77471
(281) 342-5571
ANNUAL MEETING OF STOCKHOLDERS
July 28, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Fort Bend Holding Corp. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the Fort Bend Country Club, 2627 Farm to Market
Road 762, Richmond, Texas on July 28, 1998, at 2:00 p.m., local time, and all
adjournments and postponements of the Meeting. The accompanying Notice of
Meeting, this Proxy Statement and form of proxy are first being mailed to
stockholders on or about June 29, 1998. Certain of the information provided
herein relates to Fort Bend Federal Savings and Loan Association of Rosenberg
("Fort Bend" or the "Association"), a wholly-owned subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon (i) the election of three directors of the Company; and (ii) the
ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's
independent accountants for the fiscal year ending March 31, 1999. Your Board
of Directors unanimously recommends that you vote for each of management's
nominees for election as directors and for the ratification of the appointment
of Coopers & Lybrand L.L.P.
VOTE REQUIRED AND PROXY INFORMATION
All shares of the Common Stock represented at the Meeting by properly
executed proxies received prior to or at the Meeting, and not revoked, will be
voted at the Meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted for the
nominees and the adoption of the proposals set forth in this Proxy Statement.
The Company does not know of any matters, other than as described in the Notice
of Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
form of proxy and acting thereunder will have the discretion to vote on such
matters in accordance with their best judgment. The Company received a
stockholder's proposed nomination to the Board; however, this proposed
nomination was subsequently withdrawn.
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and voted on the election of directors.
Votes withheld and broker non-votes will have no effect on the election of
directors. The ratification of the appointment of auditors requires the
affirmative vote of a majority of the votes cast on the proposal. Proxies
marked to abstain will have the same effect as votes against the proposal to
ratify the appointment of independent accountants. Broker non-votes will have
no effect on this proposal. One-third of the shares of the Common Stock,
present in person or represented by proxy, shall constitute a quorum for
purposes of the Meeting. Abstentions and broker non-votes are counted for
purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Sandra C.
Samford, Secretary, Fort Bend Holding Corp., 3400 Avenue H, Rosenberg, Texas
77471.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on June 12, 1998, will
be entitled to one vote for each share then held. As of that date, the Company
had 1,779,411 shares of Common Stock issued and outstanding. The following
table sets forth information regarding the share ownership, as of June 12, 1998,
of: (i) those persons or entities known by management to beneficially own more
than five percent of the Common Stock, (ii) the Company's Chief Executive
Officer and each other executive officer whose salary and bonus for fiscal 1998
exceeded $100,000 (the "Named Officers") and (iii) all directors, nominees and
executive officers of the Company and the Association as a group.
<TABLE>
<CAPTION>
Beneficial Owner Shares Beneficially Owned Percent of Class
- ----------------------------------- -------------------------------- ----------------------
OVER 5% BENEFICIAL OWNERS:
- --------------------------
<S> <C> <C>
Wellington Management Company, LLP 155,400(1) 8.73%
75 State Street
Boston, Massachusetts 02109
First Financial Fund, Inc. 154,000(2) 8.65
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-4077
Jeffrey L. Gendell 162,000(3) 9.10
Tontine Partners, L.P.
200 Park Avenue, Suite 3900
New York, New York 10166
The Millers Mutual Fire Insurance 162,870(4) 8.51
Company
300 Burnett Street
Fort Worth, Texas 76102-2799
George B. Harrop 169,569(5) 9.04
10190 Old Katy Road
Suite 350
Houston, Texas 77043
Fort Bend Holding Corp. 122,850(6) 6.90
Employee Stock Ownership Plan
3400 Avenue H
Rosenberg, Texas 77471
NAMED OFFICERS:
- --------------------------------------
Lane Ward 82,051(7) 4.51
David D. Rinehart 32,565(7) 1.81
Directors and executive 233,182(8) 12.51
officers of the Company and the
Association as a group (9 persons)
</TABLE>
2
<PAGE>
_______________________
(1) As reported by Wellington Management Company, LLP ("Wellington") in a
statement as of January 13, 1998 on Amendment No.5 to a Schedule 13G under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Wellington reported shared dispositive power as to 155,400 shares.
(2) As reported by First Financial Fund, Inc. ("FFF"), in a statement as of
February 10, 1998 on Amendment No.4 to a Schedule 13G under the Exchange
Act. FFF reported sole voting and shared dispositive power as to 154,000
shares.
(3) As reported by Mr. Gendell and Tontine Partners in a statement as of
February 13, 1997 on Amendment No. 2 to a Schedule 13D/A under the Exchange
Act. Mr. Gendell reported sole voting and dispositive power as to 43,000
shares, and Mr. Gendell and Tontine Partners together reported shared voting
and dispositive power as to 119,000 shares.
(4) As reported by The Millers Mutual Fire Insurance Company ("Millers"), in a
statement as of May 22, 1998 on amendment No. 2 to a Schedule 13D/A under
the Exchange Act. Of the amount reported above, 30,000 represent shares of
Common Stock currently held and 132,870 represent shares of Common Stock
that may be obtained upon conversion of 8% Convertible Subordinated
Debentures of the Company (the "Convertible Debentures"). The amount
reported excludes 9,400 shares (all of which represent shares of Common
Stock currently held) held by F. George Dunham III, C.P.A., President and
Chief Executive Officer of Millers, of which Millers disclaims beneficial
ownership. Mr. Dunham disclaims beneficial ownership of the 162,870 shares
held by Millers.
(5) As reported by Mr. Harrop in a statement as of June 19, 1998 on Amendment
No. 3 to a Schedule 13D under the Exchange Act. Mr. Harrop reported sole
voting and dispositive power as to 113,273 shares (which amount includes
49,073 shares that may be obtained upon conversion of Convertible
Debentures), and shared voting and dispositive power with his wife as to
45,296 shares (which amount includes 46,296 shares that may be obtained upon
conversion of Convertible Debentures).
(6) Represents shares held by the Company's Employee Stock Ownership Plan (the
"ESOP"), 97,861 of which have been allocated to accounts of participants.
First Bankers Trust Company, N.A., the trustee of the ESOP, may be deemed to
beneficially own the shares held by the ESOP which have not been allocated
to the accounts of participants.
(7) Includes shares held directly and jointly with family members, as well as
shares which are held in retirement accounts, or held by certain members of
the named individuals' families, or held by trusts of which the named
individual is a trustee or substantial beneficiary, with respect to which
shares the respective individuals may be deemed to have sole or shared
voting and/or dispositive powers. Also includes (i) 4,600 and 2,640
restricted shares of Common Stock awarded under the Company's Recognition
and Retention Plan ("RRP") to Mr. Ward and Mr. Rinehart, respectively, which
have not yet vested but over which such individuals have sole voting power,
(ii) 33,836 and 17,162 shares subject to options granted under the Stock
Option Plan to Mr. Ward and Mr. Rinehart, respectively, which are currently
exercisable, (iii) 4,628 and 92 shares attributed to Mr. Ward and Mr.
Rinehart, respectively, which are issuable upon conversion of the
Convertible Debentures, and (iv) 6,037 and 4,578 shares allocated to the
ESOP accounts of Mr. Ward and Mr. Rinehart, respectively.
(8) Includes shares held directly, as well as jointly with family members, and
shares held in retirement accounts, in a fiduciary capacity or by certain
family members, with respect to which shares the listed individuals or group
members may be deemed to have sole voting and/or dispositive powers. Also
includes (i) 600, 4,600, 2,640, 1,320 and 560 restricted shares of Common
Stock awarded under the RRP to Chairman Robert W. Lindsey, Mr. Lane Ward,
Mr. David D. Rinehart, Mr. Larry J. Dobrava (Senior Vice President and Chief
Lending Officer), Ms. Sandra C. Samford (Vice President and Corporate
Secretary), respectively, which have not yet vested but over which such
individuals have sole voting power, (ii) 33,836, 17,162, 9,776, 2,256, 467
and 8,145 shares subject to options granted under the Stock Option Plan to
Mr. Ward, Mr. Rinehart, Mr. Dobrava, Ms. Samford, Mr. Workman and each of
Directors Gubbels, Poldrack, Little and Brady, respectively, which are
currently exercisable, (iii) 4,628, 4,628, 92, 4,628, 2,314, 6,480, 2,314,
4,628, 2,314 and 3,240 shares attributed to Mr. Lindsey, Mr. Ward, Mr.
Rinehart, Ms. Samford and Directors Brady, Gubbels, Little, Poldrack,
Callender and Workman, respectively, which are issuable upon conversion of
the Convertible Debentures, and (iv) 6,037, 4,578, 4,061, 465 and 1,610
shares allocated to the ESOP accounts of Mr. Ward, Mr. Rinehart, Mr.
Dobrava, Mr. Lindsey and Ms. Samford, respectively.
I. ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors consists of eight members. Six directors
of the Company have served in such capacity since its incorporation in January
1993. Mr. Callender and Mr. Workman, who previously served as advisory
directors, have been directors since July 30, 1996. The Board is divided into
three classes, each of which contains approximately one-third of the Board.
Approximately one-third of the directors are elected annually. Directors of the
Company are generally elected to serve for three-year periods or until their
respective successors are elected and qualified.
The table below sets forth certain information as of June 12, 1998
regarding the composition of the Company's Board of Directors, including each
director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If any nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may
3
<PAGE>
recommend. At this time, the Board of Directors knows of no reason why any
nominee may be unable to serve, if elected. Except as disclosed herein, there
are no arrangements or understandings between the nominees and any other person
pursuant to which the nominees were selected.
Election of the director nominees named below requires the affirmative vote
of a plurality of the shares of Common Stock present or represented at the
meeting and voted thereon. Votes may be cast in favor or withheld with respect
to all of the director nominees. Votes that are withheld will be counted toward
a quorum, but will be excluded entirely from the tabulation for the election of
directors and, therefore, will not otherwise affect the outcome of the vote on
the proposal.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class(2)
- ---------------------- ------ ---------------------- ------------ --------- -------------- -----------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Ron L. Workman 46 Director 1996 2001 19,385 1.08%
George C. Brady 77 Director 1955 2001 23,963 1.33
William A. Little 66 Director 1985 2001 29,235 1.63
DIRECTORS CONTINUING IN OFFICE
Robert W. Lindsey 86 Chairman of the Board 1950 2000 45,142 2.53
Lane Ward 49 Vice Chairman, President 1985 2000 82,051 4.51
and Chief Executive
Officer
J. Patrick Gubbels 56 Director 1989 1999 29,029 1.61
Wayne O. Poldrack 58 Director 1980 1999 31,017 1.73
Doyle G. Callender 47 Director 1996 1999 10,459 .59
</TABLE>
- --------------------------
(1) Includes service as a director of the Association.
(2) Includes shares held directly and jointly with family members, as well as
shares which are held in retirement accounts, or held by certain members of
the named individuals' families, or held by trusts of which the named
individual is a trustee or substantial beneficiary, with respect to which
shares the respective directors may be deemed to have sole or shared voting
and/or dispositive powers. Also includes (i) 600 and 4,600 restricted
shares of Common Stock awarded under the RRP to Mr. Lindsey and Mr. Ward,
respectively, which have not yet vested but over which such individuals have
sole voting power, (ii) 33,836, 467 and 8,145 shares subject to options
granted under the Stock Option Plan to Mr. Ward, Mr. Workman and each of
Messrs. Gubbels, Poldrack, Little and Brady, respectively, which are
currently exercisable, (iii) 4,628, 4,628, 2,314, 6,480, 2,314, 4,628, 2,314
and 3,240 shares attributed to Messrs. Lindsey, Ward, Brady, Gubbels,
Little, Poldrack, Callender and Workman, respectively, which are issuable
upon conversion of the Convertible Debentures, and (iv) 6,037 and 2,599
shares allocated to the ESOP accounts of Mr. Ward and Mr. Lindsey,
respectively.
The business experience of each nominee and director of the Company is set
forth below. All directors have held their present positions for at least five
years unless otherwise indicated.
Ron L. Workman - Mr. Workman is President of Workman Construction, Inc.
Mr. Workman started this construction in 1991.
4
<PAGE>
George C. Brady - Mr. Brady was the owner of Brady Insurance Agency,
located in Wharton, Texas until his retirement in 1985. Mr. Brady served as an
insurance agency consultant until 1995. Mr. Brady was named Municipal Judge for
the City of Wharton in 1995. He retired from this position in 1998.
William A. Little - Mr. Little was the Senior Vice President of Sales and
Marketing of Imperial Holly Corporation, a sugar refiner located in Sugar Land,
Texas. He was employed by Imperial Holly Corporation from 1962 until his
retirement in December 1993.
Robert W. Lindsey - Mr. Lindsey has been a partner in the law firm of
Joerger, Lindsey & Lindsey since 1948 and has served as the Association's Legal
Counsel since 1950. Mr. Lindsey served as President of Fort Bend from 1980 to
1987 and has served as Chairman of the Board since 1963.
Lane Ward - Mr. Ward joined the Association in 1978 as Financial Vice
President before being promoted to Executive Vice President in 1981, to
President and Chief Operating Officer in 1987 and to Vice Chairman in 1996. Mr.
Ward is a Certified Public Accountant. Mr. Ward is also Chairman of Mitchell
Mortgage Company, L.L.C., in which the Association owns a 51% interest.
J. Patrick Gubbels - Mr. Gubbels is self-employed in farming and ranching
in Fort Bend County, Texas. In addition, Mr. Gubbels serves as trustee for
trusts and estates and has further interests in various businesses, including
oil and gas concerns.
Wayne O. Poldrack - Mr. Poldrack has been a self-employed certified public
accountant practicing in Rosenberg, Texas since 1972.
Doyle G. Callender - Mr. Callender is Senior Executive Vice President and
Chief Operating Officer of Fort Bend Telephone Company. Mr. Callender has been
with Fort Bend Telephone Company for 25 years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors meets monthly and upon the written request
of the President or at least two directors. The Board of Directors met 13 times
during fiscal 1998. During fiscal 1998, no incumbent director of the Company
attended fewer than 75% of the total number of Board meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served. The Company's directors are not paid fees for service on the Board of
Directors, but are paid fees for service on the board of the Association and
committees thereof. The Board of Directors of the Company has standing Audit and
Compensation Committees which meet and act in conjunction with the Association's
Audit and Compensation Committees, respectively.
The Audit Committee is responsible for selecting the Company's and the
Association's independent accountants and meeting with the independent
accountants to outline the scope and review the results of the annual audit.
The Audit Committee also reviews loan loss reserve adequacy, electronic data
processing performance and internal audit performance. The members of this
committee during fiscal 1998 were Directors Poldrack (Chairman), Brady and
Little. This committee held four meetings during the year ended March 31, 1998.
The Compensation Committee was established during 1993 to determine
compensation levels for the Association's staff and to administer the Stock
Option Plan and RRP. The members of this committee during fiscal 1998 were
Directors Little (Chairman), Brady and Gubbels. This committee held one meeting
during the year ended March 31, 1998.
In addition to what has been described above, the Audit and Compensation
Committees address matters as necessary during the course of the year. However,
these matters may be presented in the course of meetings of the full Board of
Directors.
5
<PAGE>
The full Board of the Company acts as a nominating committee for the annual
selection of nominees for election as directors. While the Board will consider
nominees recommended by others, it has not actively solicited nominations nor
established any procedures for this purpose.
The Association's Board of Directors meets monthly and may have additional
special meetings. The Board of Directors met 12 times during the year ended
March 31, 1998. During fiscal 1998, no incumbent director of the Association
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he served. During fiscal 1998, each non-employee director
received a fee of $750 per month for service on the Board. In addition, each
member of the Audit and Compensation Committees received a fee of $350 per
meeting attended, except for the chairmen of such committees who received $400
per meeting attended. Mr. Poldrack received a fee of $650 per month during
fiscal 1998 for service on the Association's Loan and Appraisal Review
Committee.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid by
the Company and the Association to their Chief Executive Officer for services
rendered during the past three fiscal years. The number of shares and exercise
price have been adjusted to reflect the two for one stock split paid in the form
of a 100% stock dividend in October 1997. One other executive officer earned in
excess of $100,000 in salary and bonus during the fiscal year ended March 31,
1998.
<TABLE>
<CAPTION>
=================================================================================================================================
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS
- ------------------------------------------------------------------------------ ------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
YEAR ($) ($) ($)(1) ($)(2) (#) ($)
- ---------------------------- -------- --------- ---------- ---------------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lane Ward
Vice Chairman, 1998 $133,297 $12,300 --- 24,000(3) 2,000 51,322(6)
President and Chief 1997 128,797 8,500 --- 18,250(4) 2,000 18,824
Executive Officer 1996 125,047 8,498 --- 7,813(5) ---- 13,945
David D. Rinehart 1998 103,488 8,000 --- 12,000(3) 2,000 37,690(7)
Executive Vice President, 1997 100,000 5,000 --- 9,125(4) 2,000 13,757
Chief Financial Officer 1996 94,524 6,424 --- 6,822(5) ---- 9,568
=================================================================================================================================
</TABLE>
(1) Does not include perquisites which did not exceed the lesser of $50,000 or
10% of Messrs. Ward's and Rinehart's respective salaries and bonuses.
(2) Based on the $27.25 closing price per share of the Common Stock on March 31,
1998, the 4,600 restricted shares held by Mr. Ward and the 2,640 restricted
shares held by Mr. Rinehart as of March 31, 1998, had aggregate market
values of $125,350 and $71,940, respectively.
(3) Represents the dollar value, based on the $12.00 closing price per share of
the Common Stock on April 1, 1997, the date of grant. The shares of
restricted stock shall vest in five equal annual installments (the first
installment having vested on April 1, 1998), provided the individual
maintains "Continuous Service" (as defined in the RRP) with the Company
and/or the Association. Dividends are paid on the restricted shares to the
extent and on the same date as dividends are paid on all other outstanding
shares of the Common Stock.
(4) Represents the dollar value, based on the $9.125 closing price per share of
the Common Stock on April 1, 1996, the date of grant. The shares of
restricted stock shall vest in five equal annual installments (the first
installment having vested on April 1, 1997), provided the individual
maintains "Continuous Service" (as defined in the RRP) with the Company
and/or the Association. Dividends are paid on the restricted shares to the
extent and on the same date as dividends are paid on all other outstanding
shares of the Common Stock.
(5) Represents the dollar value, based on the $7.812 closing price per share of
the Common Stock on April 3, 1995, the date of grant. The shares of
restricted stock shall vest in five equal annual installments (the first
installment having vested on April 1, 1996), provided the individual
maintains "Continuous Service" (as defined in the RRP) with the Company
and/or the Association. Dividends are paid on the restricted shares to the
extent and on the same date as dividends are paid on all other outstanding
shares of the Common Stock.
(6) Disability insurance payment of $1,543 and ESOP allocations of $49,779.
(7) Disability insurance payment of $589 and ESOP allocations of $37,101.
6
<PAGE>
The following table sets forth certain information concerning grants of
stock options pursuant to the Stock Option Plan to the Named Officers in fiscal
1998. The options must be exercised within ten years from the date of grant. The
number of shares and exercise price have been adjusted to reflect the 2-for-1
stock split in the form of a 100% stock dividend paid in October 1997.
<TABLE>
<CAPTION>
==================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
---------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION FOR
SHARES OPTIONS PER OPTION TERM
UNDERLYING GRANTED TO SHARE ---------------------------
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ------------------------------------ ----------------- ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Lane Ward 6,064(1) 2.37 15.375 8/21/07 $57,777 $148,543
David D. Rinehart 8,338(1) 3.26 15.375 8/21/07 $79,444 $204,248
==================================================================================================================
</TABLE>
- --------------------------------
(1) The vesting schedule of the options is 33% per year over three years
beginning August 21, 1998.
The following table provides information as to stock options exercised by
the Named Officers during the fiscal year ended March 31, 1998, and the value of
the options held by the Named Officers on March 31, 1998. The number of shares
and exercise price have been adjusted to reflect the 2-for-1 stock split in the
form of a 100% stock dividend paid in October 1997.
<TABLE>
<CAPTION>
===============================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
------------------------------ --------------------------------
SHARES VALUE
NAME ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
ON EXERCISE ($) (#) (#) ($)(1) ($)
(#)
- ------------------ ------------- ---------- ------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Lane Ward --- $ --- 39,900 --- $810,736 ---
David D. Rinehart --- $ --- 25,500 --- 466,743 ---
===============================================================================================================
</TABLE>
(1) Represents the aggregate market value (market price of the Common Stock less
the exercise price) of the options held based upon the exercise prices of
the option ($5.00 per share with respect to 29,836 shares, $7.75 per share
with respect to 2,000 shares, $9.3125 per share with respect to 2,000 shares
and $15.375 per share with respect to 6,064 shares for Mr. Ward and $5.00
per share with respect to 13,162 shares, $7.75 per share with respect to
2,000 shares, $9.3125 per share with respect to 2,000 shares and $15.375 per
share with respect to 8,338 shares for Mr. Rinehart) and the closing price
of $27.25 per share of the Common Stock as reported on the Nasdaq National
Market on March 31, 1998.
7
<PAGE>
EMPLOYMENT AGREEMENTS
The Association has entered into employment agreements with Messrs. Ward,
Rinehart and Dobrava. The employment agreements are designed to assist the
Association and the Company in maintaining a stable and competent management
base. The continued success of the Association and the Company depends to a
significant degree on the skills and competence of their officers. The
employment agreements provide for annual base salaries in an amount not less
than the employees' current salaries. The employment agreements for Messrs.
Ward and Rinehart provide for a three year term and the agreement for Mr.
Dobrava provides for a two year term. All three employment agreements further
provide that such term be automatically extended (subject to the approval of the
Association's Board of Directors) for an additional year on each fiscal year
end, unless either party gives timely notice in writing to the other that such
term is not to be extended. The agreements provide for termination upon the
employee's death, for cause or in certain events specified by Office of Thrift
Supervision ("OTS") regulations. The agreements also provide, among other
things, for participation in an equitable manner in employee benefits applicable
to executive personnel. The employment agreements are terminable by the
employee upon 90 days notice to the Association. If the employee is terminated
by the Association during the term of the employment agreement for any reason,
other than cause, or if there is a voluntary or involuntary termination as a
result of a change of control or within 12 months after a change in control, the
employee is entitled to receive his then applicable salary, health insurance and
bonus (on an annualized basis) for the remaining term of the employment
agreement. In addition, if the employee is involuntarily terminated as a result
of a change in control or within 12 months after a change in control, the
Association will pay to the employee a lump sum in cash equal to 100% of the
employee's then current annual compensation. Any termination payments under
these employment agreements are subject to reduction by the amount of all other
compensation to the employee deemed for purposes of the Internal Revenue Code of
1986, as amended (the "Code"), to be contingent on a change in control, and may
not exceed three times the employee's average annual compensation over the most
recent five year period or be non-deductible by the Association for federal
income tax purposes. For the purposes of the employment agreements, a "change
in control" is defined as any event which would require the filing of an
application for acquisition of control or notice of change in control pursuant
to 12 C.F.R. (S)574.3 or 4. Such filings or notices are generally required
prior to the acquisition of control of 10% of the Company's common stock.
Based on their current salaries, if Messrs. Ward, Rinehart and Dobrava had
been terminated as of March 31, 1998, under circumstances entitling them to
severance pay as described above, they would have been entitled to receive lump
sum cash payments of approximately $133,297, $103,488 and $89,723 respectively,
in addition to the other payments to be received based on the term remaining
under their employment agreements (as described above).
CERTAIN TRANSACTIONS
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. All loans by
the Association to its senior officers and directors are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Association. Under applicable law, all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In this
regard, all outstanding loans to the Association's directors and senior officers
have been made in the ordinary course of business and on the same terms,
including collateral and interest rates, as those prevailing at the time for
comparable transactions and did not involve more than the normal risk of
collectibility.
II. RATIFICATION OF THE APPOINTMENT OF ACCOUNTANTS
The Board of Directors has renewed the Company's arrangement for Coopers &
Lybrand L.L.P. to be its independent accountants for the 1999 fiscal year,
subject to the ratification of the appointment by the Company's stockholders. A
representative of Coopers & Lybrand L.L.P. is expected to attend the Meeting to
respond to appropriate questions and will have an opportunity to make a
statement if he so desires. Ratification of the appointment of independent
accountants requires approval by a majority of the votes cast on the proposal.
8
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1999.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's main office located at 3400
Avenue H, Rosenberg, Texas 77471 no later than March 7, 1999. Any such proposal
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Association
may solicit proxies personally or by telegraph or telephone without additional
compensation. The Company has retained Kissel-Blake, Inc. to assist in the
solicitation of proxies, for a fee estimated to be approximately $2,500 plus
reasonable out-of-pocket expenses.
BY ORDER OF THE BOARD OF DIRECTORS
Robert W. Lindsey
Chairman of the Board
Rosenberg, Texas
June 29, 1998
9
<PAGE>
FORT BEND HOLDING CORP.
ANNUAL MEETING OF STOCKHOLDERS - JULY 28, 1998
The undersigned hereby appoints the Board of Directors of Fort Bend Holding
Corp. (the "Company"), with full powers of substitution, to act as attorneys and
proxies for the undersigned to vote all shares of capital stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
(the "Meeting") to be held at the Fort Bend Country Club located at 2627 Farm to
Market Road 762, Richmond, Texas, on July 28, 1998 at 2:00 p.m., local time, and
at any and all adjournments and postponements thereof.
I. The election as directors of all nominees listed below (except as
marked to the contrary)
[_] FOR [_] VOTE WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
IN THAT NOMINEE'S NAME BELOW.
RON L. WORKMAN GEORGE C. BRADY WILLIAM A. LITTLE
II. The ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the fiscal year ending March 31,
1999.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED ABOVE AND FOR THE
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED ABOVE AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P.
(Continued and to be SIGNED on Reverse Side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). If this proxy is properly revoked as described above,
then the power of such attorneys or proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: , 1998
-------------------------
_____________________________________________
Signature of Stockholder
_____________________________________________
Signature of Stockholder
Please sign exactly as your name(s) appear(s)
to the left. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title. If shares are
held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
