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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)
November 16, 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 November 16, 1998, the Registrant issued a press release announcing
the redemption of convertible subordinated debentures.
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.
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EXHIBIT
NUMBER DESCRIPTION
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99 Press release dated November 16, 1998 announcing Fort Bend
Holding Corp. to redeem convertible subordinated debentures
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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: November 18, 1998 By: /s/ LANE WARD
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
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EXHIBIT 99
FORT BEND HOLDING CORP.
ROSENBERG, TEXAS
FOR IMMEDIATE RELEASE CONTACT: David D. Rinehart
(281) 342-5571
FORT BEND HOLDING CORP. TO REDEEM CONVERTIBLE
SUBORDINATED DEBENTURES
Rosenberg, Texas, November 16, 1998 - Fort Bend Holding Corp. (NASDAQ: FBHC)
announced today that it will redeem on December 23, 1998 all outstanding
convertible subordinated debentures of the Company's 8% Convertible Subordinated
Debentures due December 1, 2005. On October 21, 1998, the Company announced its
acquisition by Southwest Bancorp, Inc. (NASDAQ: SWBT). With this acquisition,
which is expected to close in the 1st quarter of 1999, the Company's
shareholders will receive 1.45 shares of SWBT common stock for each share of
FBHC common stock.
The redemption price is 105.6% or $1,056.00 per subordinated debenture, plus
$4.89 in accrued interest through the date of redemption, for a total Redemption
Price of $1,060.89 per debenture. As an alternative, shareholders also have the
right to convert the subordinated debentures into the Company's common stock
prior to December 23, 1998, at a rate of 92.592 shares of common stock for each
$1,000 principal amount of subordinated debentures. Based on the closing price
of the Company's common stock on November 12, 1998, the conversion rate
corresponds to a conversion price of $2,199 per subordinated debenture
converted.
A Notice of Redemption and Expiration of Conversion Privilege has been mailed to
all holders of record of the Company's convertible subordinated debentures by
the Company's transfer agent, Harris Trust and Savings Bank, who will also be
serving as the Company's paying agent in the redemption.
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 Mortgage 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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