SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A3*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
Fort Bend Holding Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
346824105
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
December 14, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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)
CUSIP No. 346824105 13D Page 2 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
109,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
109,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
109,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 346824105 13D Page 3 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
109,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
109,000
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
109,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 346824105 13D Page 4 of 9 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
43,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
109,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
43,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
109,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
152,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 346824105 13D Page 5 of 9 Pages
Item 1. Security and Issuer.
The Schedule 13D initially filed on August 30, 1995 by Jeffrey L. Gendell
("Mr. Gendell")and Tontine Partners, L.P. relating to the common stock, par
value $0.01 (the "Common Stock"), of Fort Bend Holding Corp. (the "Company"),
as amended by Amendment No. 1 filed on October 3, 1995, as amended by Amendment
No. 2 filed on Febuary 13, 1997 (collectively, the "Schedule 13D"), is hereby
amended by this Amendment No. 3 filed by Tontine Financial Partners, L.P.,
formerly Tontine Partners, L.P. ("TFP"), Tontine Management, L.L.C. ("TM"),
general partner of TFP, and Mr. Gendell to reflect the disposition of Common
Stock beneficially owned by the Reporting Persons.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
(a) This statement is filed by:
(i) Tontine Financial Partners, L.P., a Delaware limited
partnership ("TFP")with respect to shares of Common Stock
beneficially owned by it;
(ii) Tontine Management, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("TM"),
with respect to the shares of Common Stock directly owned by
TFP; and
(iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the
shares of Common Stock directly owned by each of TFP and Mr.
Gendell.
The foregoing persons are hereinafter sometimes referred
to as the "Reporting Persons." Any disclosures herein with
respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
(b) The address of the principal business and principal office of TFP
and TM is 200 Park Avenue, Suite 3900, New York, New York 10166. The business
address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New York
10166.
(c) The principal business of TFP is serving as a private investment
limited partnership investing in various industries. The principal business of
TM is serving as general partner to TFP and Tontine Partners, L.P., an
affiliated private investment limited partnership. Mr. Gendell serves as the
Managing Member of TM.
(d) None of the persons referred to in paragraph (a) has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended and restated as follows:
CUSIP No. 346824105 13D Page 6 of 9 Pages
The net investment cost (including commissions, if any) of the shares of Common
Stock directly owned by TFP is approximately $1,057,938. The net
investment cost (including commissions, if any) of the shares of Common Stock
directly owned by Mr. Gendell is approximately $335,621. TM does not direcly
own any shares of Common Stock.
TFP's margin transactions are with ING Baring Furman Selz, LLC, on such
firm's usual terms and conditions. Mr. Gendell's margin transactions are with
Prudential Securities Inc. or ING Baring Furman Selz, LLC on such firm's usual
terms and conditions. All or part of the shares of Common Stock directly owned
by TFP or Mr. Gendell may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s) or
brokerage firm(s) to TFP or Mr. Gendell. Such loans bear interest at a rate
based upon the broker's call rate from time to time in effect. Such
indebtedness may be refinanced with other banks or broker-dealers.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 109,000
Percentage: 5.8% The percentages used herein and in
the rest of Item 5 are calculated based upon the 1,868,616 shares of Common
Stock outstanding as of October 27, 1998 as reflected in the Company's Form
10-QSB for the period ending September 30, 1998.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 109,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 109,000
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) Not applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 109,000
Percentage: 5.8%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 109,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 109,000
CUSIP No. 346824105 13D Page 7 of 9 Pages
(c) TM did not enter into any transactions in the Common Stock
of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference.
(d) Not applicable.
(e) not applicable.
C. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 152,000
Percentage: 8.1%
(b) 1. Sole power to vote or direct vote: 43,000
2. Shared power to vote or direct vote: 109,000
3. Sole power to dispose or direct the disposition: 43,000
4. Shared power to dispose or direct the disposition: 109,000
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference.
(d) Not applicable.
(e) Not applicable
CUSIP No. 346824105 13D Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: December 22, 1998
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.
CUSIP No. 346824105 13D Page 9 of 9 Pages
Schedule A
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
12/14/98 (10,000) 25.00
