UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
FORT BEND HOLDING CORP.
(Name of Issuer)
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
(Title of Class of Securities)
346824-10-S
(CUSIP Number)
GEORGE B. HARROP
10190 OLD KATY ROAD, SUITE 350
HOUSTON, TEXAS 77043
(713) 984-1298
EMAIL: [email protected]
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JUNE 19, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See ss. 240.13d-7b for other
parties to whom copies are to be sent.
The information required on 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 ("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).
Page 1 of 5 Pages
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SCHEDULE 13D
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CUSIP No.: 346824-10-5 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
George B. Harrop
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |-|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 113,273(1),(2)
BENEFICIALLY ------ -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 56,296(2),(3)
REPORTING ------ -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 113,273(1),(2)
------ -------------------------------------------------
10 SHARED DISPOSITIVE POWER
56,296(2),(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,569(2),(4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32% (4)
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP No.: 346824-10-5 Page 3 of 5 Pages
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(1) Includes 49,073 shares to be acquired upon conversion of presently
convertible subordinated debentures.
(2) Adjusted to reflect Fort Bend's Common Stock split 2 for 1 effected
October 1, 1997.
(3)These shares are held jointly by George B. Harrop and his wife and
include 46,296 shares to be acquired upon conversion of presently
convertible subordinated debentures
(4)Based on 1,723,306 shares of Common Stock outstanding as of March 31,
1998 as stated in Fort Bend's Form 8-K filed May 8, 1998, plus 95,369
shares issuable upon conversion of convertible subordinated debentures
held by George B. Harrop.
<PAGE>
Page 4 of 5 Pages
ITEM 1. SECURITY AND ISSUER
The Statement on Schedule 13D (the "Schedule 13D"), filed on February
21, 1997, by George B. Harrop, relating to the beneficial ownership of common
stock, par value $.01 per share (the "Common Stock") of Fort Bend Holding Corp.,
a corporation incorporated under the laws of Delaware (the "Company" or "Fort
Bend") and amended and supplemented by Amendment No. 1 to the Schedule 13D,
filed on March 7, 1997 by George B. Harrop and Amendment No. 2 to the Schedule
13D, filed on June 12, 1998 by George B. Harrop is hereby amended and
supplemented as set forth below. Other than as set forth below, the Schedule
13D, as amended, is unchanged. Fort Bend maintains its principal executive
offices at 3400 Avenue H, Rosenberg, Texas 77471.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D, as amended, is unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D, as amended, is unchanged.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is amended to add the following:
In order to comply with the advance notice provisions in Article I,
Section 6(c) of the Company's By-laws, on June 19, 1998, Mr. Harrop mailed a
notice, included herein as Exhibit A, of his intention to nominate himself as a
director of the Company at the Company's 1998 annual meeting of stockholders. At
this time, Mr. Harrop has not determined whether he will solicit proxies for his
election as a director.
Except as set forth above, none of the Reporting Persons has any present
plan or intention which would result in or relate to any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D, as amended, is unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D, as amended, is unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Nomination letter sent to Fort Bend Holding Corp. by George B.
Harrop on June 19, 1998.
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Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 19, 1998
/s/ GEORGE B. HARROP
George B. Harrop
<PAGE>
EXHIBIT A
June 19, 1998
Board of Directors
June 19, 1998
3400 Avenue H
Rosenberg, Texas 77471
To the Board of Directors of Fort Bend Holding Corp.:
In accordance with Article I, Section 6(c) of the Bylaws of Fort Bend
Holding Corp., a Delaware corporation (the "Company"), this letter serves as
notice that George B. Harrop, shareholder of record of the Company, wishes to
nominate one (1) individual to stand for election in the election of members of
the Company's Board of Directors at the 1998 Annual Meeting of Shareholders of
the Company. Set forth below is the information required to be furnished to the
Board of Directors of the Company pursuant to Article I, Section 6(c) of the
Bylaws of the Company.
1. The shares are held in street name by Sun Trust Equitable Securities
as nominee of George B. Harrop. The name and address, as they appear on the
Company's books, of the shareholder making the nomination described herein is as
follows:
Sun Trust Equitable Securities
5847 San Felipe, Suite 875
Houston, Texas 77057
George B. Harrop's address is
10190 Old Katy Road, Suite 350
Houston, Texas 77043
Please see Exhibit B attached hereto for a letter that describes Mr.
Harrop's accounts with Sun Trust Equitable Securities and shows Sun Trust
Equitable Securities holds the shares as the Nominee of Mr. Harrop.
2. Set forth in the Exhibit specified below is information regarding the
nominee's qualifications for serving on the Company's Board of Directors
including such information regarding the nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had such nominee been nominated or intended
to be nominated by the Board of Directors of the Company.
George B. Harrop See Exhibit A attached hereto.
<PAGE>
Board of Directors
June 19, 1998
Page 2
Where indicated the items contained in the attached Exhibits correspond
to the applicable item numbers of Schedule 14A under the proxy rules of the
Securities and Exchange Commission.
3. The undersigned, represents and warrants that as of the date hereof
George B. Harrop is the beneficial owner of 169,569 shares of common stock, par
value $.01 (the "Common Stock"), of the Company and that he intends to appear in
person or by proxy at the 1998 Annual Meeting of Shareholders of the Company to
propose the nomination of the director described herein.
4. The undersigned confirms his consent to serve as a nominee for
election in the election of members of the Company's Board of Directors at the
Company's 1998 annual meeting of shareholders. The undersigned confirms his
intent and consent to serve as a member of the Board of Directors of the Company
if so elected. The undersigned also consents to being named in the proxy
statement as a nominee.
5. The undersigned confirms to you that if elected as a director, the
undersigned will resign as director of Sterling Bank.
George B. Harrop does not acknowledge the validity of the notice
requirement of Article I, Section 6(c) of the Company's Amended and Restated
Bylaws, and the execution and delivery of this notice shall not be deemed to
constitute a waiver of Mr. Harrop's right to contest the validity of such notice
requirement or any portion thereof.
If you require any additional information regarding this matter or any
of the nominees described herein or have any questions or comments regarding any
of the foregoing matters, please contact me at (713) 984-1298.
Very truly yours,
/s/ GEORGE B. HARROP
George B. Harrop
Enclosures
cc: Lane Ward, President of Fort Bend Holding Corp.
Secretary of Fort Bend Holding Corp.
<PAGE>
EXHIBIT A
GEORGE BERT HARROP
Business Address:
Harrop Construction Company, Inc,
10190 Old Katy Road, Suite 350
Houston, Texas 77043
1. George Bert Harrop ("Mr. Harrop") is highly qualified to serve on the
Company's board of directors. Since 1992, he has been on the Board of
Directors of Sterling Bank. In addition, he has been engaged as a
private investor for the past 35 years. Mr. Harrop has invested in a
diverse range of businesses and fields including, accounting and
internal auditing, real estate, oil and gas, jewelry manufacturing and
retail, antenna construction and design for the cellular telephone
industry and automatic teller machines.
2. Mr. Harrop does not believe that he nor any of his associates would have
any substantial interest, direct or indirect, by security holdings or
otherwise, in any matter to be acted upon at the 1998 Annual Meeting of
the Shareholders of the Company, other than election to office.
(ITEM5(A)).
3. Mr. Harrop is the beneficial owner of shares of Common Stock which,
based on the sum of the number of shares of Common Stock stated to be
outstanding on March 31, 1998 in Fort Bend Holding Corp's (the
"Company") Form 8-K filed May 8, 1998, and the shares issuable to Mr.
Harrop upon conversion of the Debentures (defined below), represent
9.32% of the Company's Common Stock. The shares include 56,296 shares
which are or will be held in joint accounts with Mr. Harrop's wife,
ValBerta Harrop, and 113,273 shares which are or will be held through
Mr. Harrop's individual retirement accounts. Included in the shares are
95,369 shares to be acquired upon conversion of 8% Convertible
Subordinated Debentures due December 1, 2005 (the "Debentures"), 46,296
of which will be jointly owned by Mr. and Mrs. Harrop. The Debentures
are convertible at any time prior to maturity at the rate of 92.592
shares of Common Stock for each $1,000 of principal or $10.80 per share.
The Debentures may be redeemed at the option of the Company, in whole or
in part, at any time, on or after December 1, 1998. Mr. Harrop has or
will have sole voting and dispositive power for 113,273 of the shares,
and Mr. and Mrs. Harrop share or will share voting and dispositive power
for 56,296 of the shares. Other than as described in this paragraph, Mr.
Harrop does not beneficially own, directly or indirectly, and does not
have the right to acquire beneficial ownership within sixty (60) days
of, any shares of any class of voting securities or equity securities of
the Company or any of the Company's parents or subsidiaries. (ITEM
6(D)).
<PAGE>
4. There are no pending legal proceedings in which either Mr. Harrop or any
of his associates is a party adverse to the Company or any of its
affiliates or in which either Mr. Harrop or any of his associates has an
interest adverse to the Company or any of its affiliates. (ITEM 7(A)).
5. Mr. Harrop does not currently hold any position or office with the
Company, and Mr. Harrop has never served as a director of the Company.
(ITEM 7(B)).
6. There is no arrangement or understanding between Mr. Harrop and any
other person pursuant to which he was or is to be selected as a director
or nominee. (ITEM 7(B)).
7. Mr. Harrop, age 59, is a private investor. He has been the Chief
Executive Officer of Harrop Construction Company, Inc. since 1985. Mr.
Harrop serves on the board of directors of Sterling Bank, the
Association of General Contractors and Houston Community College
Foundation. In addition, Mr. Harrop is a member of the Associated
Builders and Contractors and the Professional Advisory Development Board
for Texas A&M University and is a founding director of the Val Harrop
Foundation. Mr. Harrop received a Bachelor of Science degree in Hotel
Administration from Cornell University in 1961. (ITEM 7(B)).
8. Mr. Harrop does not have any family relationship, by blood, marriage or
adoption, to any director, officer or other affiliate of the Company.
9. During the past five years, Mr. Harrop has not been involved in any
legal proceedings described in Item 401(f) of Regulation S-K promulgated
by the Securities and Exchange Commission. (ITEM 7(B)).
10. Neither Mr. Harrop nor any member of his immediate family has, and
neither Mr. Harrop nor any member of his immediate family contemplates
that he will have, a direct or indirect material interest in any
transaction, or series of transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transaction, or
series of similar transactions, to which the Company or any of its
subsidiaries was or is contemplated to be a party, in which the amount
involved exceeds $60,000. (ITEM 7(B)).
11. Neither Mr. Harrop nor any member of Mr. Harrop's immediate family, any
corporation or organization of which Mr. Harrop is an executive officer
or partner or is, directly or indirectly, the beneficial owner of 10% or
more of any class of equity securities or any trust or other estate in
which Mr. Harrop has a substantial interest or as to which Mr. Harrop
serves as a trustee or in a similar capacity has been indebted to the
Company or its subsidiaries at any time since the beginning of the
Company's last fiscal year. (ITEM 7(B))).
12. Mr. Harrop is not, and during the Company's last fiscal year was not,
subject to Section 16 of the Exchange Act with respect to the Company
and, accordingly, during the Company's last fiscal year, was not
required to file any reports pursuant to Section 16 of the Exchange Act
with respect to the Company. (ITEM 7(B)).
13. Mr. Harrop is not currently, and during the Company's last fiscal year
was not, an officer, director or employee of, and Mr. Harrop does not
currently own, and during
<PAGE>
the Company's last fiscal year did not own, directly or indirectly, in
excess of a 10% equity interest in, any firm, corporation or other
business or professional entity (i) which, since the beginning of the
Company's last fiscal year, has made, or proposed to make payments to
the Company or any of its subsidiaries for property or services, (ii) to
which the Company or any of its subsidiaries was indebted at the end of
the Company's last fiscal year, or (iii) to which the Company or any of
its subsidiaries has, since the beginning of the Company's last fiscal
year, made payments, or proposed to make payments, for property or
services. (ITEM 7(C)).
14. Mr. Harrop is not, and during the Company's last fiscal year has not
been, a member of, or of counsel to, a law firm that the Company has
retained during the Company's last fiscal year, and Mr. Harrop is not,
and during the Company's last fiscal year has not been, a partner or
executive officer of any investment banking firm that has performed
services for the Company during the Company's last fiscal year. (ITEM
7(C)).
15. Mr. Harrop does not have any other relationships with the Company that
are substantially similar in nature and scope to those relationships
listed in the above items (13) and (14). (ITEM 7(C)).
16. During the last three fiscal years, no compensation or personal benefit
was awarded to, earned by, or paid to Mr. Harrop or any member of his
immediate family by any person for any services rendered in any capacity
to the Company or its subsidiaries. (ITEM 8).
<PAGE>
EXHIBIT B
SunTrust Equitable Securities Corporation
5847 San Felipe, Suite 875
Houston, Texas 77057
Member New York Stock Exchange, Inc.
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[SUNTRUST EQUITABLE SECURITIES LOGO]
June 19, 1998
Board of Directors
Fort Bend Holding Corporation
3400 Avenue H
P.O. Box 951
Rosenberg, Texas 77471-0951
To Whom It May Concern:
SunTrust Equititable Securities currently holds 74,200 shares of Fort Bend
Holding Corporation common stock in the following Harrop related accounts:
10,000 shares in account 496-10428-29..n/o G.B. Harrop and Valberta Harrop Jt.
13,000 shares in account 496-17101-10..n/o G.B. Harrop IRA
35,000 shares in account 496-17102-19..n/o G.B. Harrop Rollover IRA
16,200 shares in account 496-17104-17..n/o G.B. Harrop Rollover IRA
In addition SunTrust Equitable Securities holds $30,000 face value of Fort Bend
Holding Corporation sub debenture convertible bonds dated date 12/5/95 due
12/1/2005 8.000% in account 496-17102-19..n/o G.B. Harrop Rollover IRA.
Sincerely,
/s/ ANA SAJCHE
Ana Sajche
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IMPORTANT: The information contained herein is based on sources which SunTrust
Equitable Securities believes to be reliable, but we do not represent that it is
accurate or complete. All prices, yields and opinions are subject to change due
to market forces or other conditions. This communication is not to be considered
as an offer to purchase or sell the securities referenced herein. We or our
SunTrust affiliates may have a position in the securities referenced. In selling
securities we may act as principal for our own account or as agent for our
customers or others. We may also have acted as underwriter for the issuers of
such securities, and either we or our SunTrust affiliates may currently be
providing investment banking or traditional baking services to those issuers.
Additional information is available on request.
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