SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 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)
March 20, 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 13D/A
Security 2. 346824-AA-5
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)
8.9%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 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"), of 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 on March 5, 1997 (the "Initial Schedule
13D"). The Initial Schedule 13D is hereby amended and supplemented as
follows:
ITEM 1. SECURITY AND ISSUER
Item 1 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
Securities: (1) Common Stock, $0.01 par value per share
(2) 8% Subordinated Convertible Debentures Due
December 1, 2005
Issuer: Fort Bend Holding Corp.
3400 Avenue H
Rosenberg Texas 77471
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
The Millers Mutual Fire Insurance Company, a Texas mutual insurance
company organized under Chapter 15 of the Texas Insurance Code, provides a
broad range of property and casualty insurance products for individuals and
businesses and is located at 300 Burnett Street, Fort Worth, Texas, 76102-
2799. The Company has not been convicted in a criminal proceeding during
the last five years. The Company, during the last five years, has not been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result thereof, subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As the date of this report, the Company has invested $299,250 in the
Common Stock and $1,092,668 in the Convertible Debentures. The source of
these funds was the working capital of the Company.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial 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 (the "Letter of Intent"), which is attached as
Exhibit 7.1 and incorporated herein by reference, expressing its intent to
acquire all of the capital stock of the Issuer at an anticipated price
range of $28 to $33 per share. The plans and proposals of the Company are
described in the Letter of Intent.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial 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 8.9% 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 Act of 1933, as amended.
The percentage of beneficial ownership of the Company is based on 1,674,793
outstanding shares as of January 26, 1997, 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.
(b) The Company has sole voting and sole dispositive power for all of
the shares of Common Stock reported as beneficially owned.
(c) There have been no transactions in the class of securities
reported on that were effected during the past 60 days by the Company.
(d) Not Applicable.
(e) Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
7.1 Form of Letter of Intent to Fort Bend Holding Corp.,
dated March 11, 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: March 20, 1998
THE MILLERS MUTUAL FIRE INSURANCE COMPANY
By: /S/ALFRED P. CHAO
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Alfred P. Chao
Vice President and Controller
EXHIBIT 7.1
THE MILLERS MUTUAL FIRE INSURANCE COMPANY
300 BURNETT STREET
FORT WORTH, TEXAS 76102-2799
March 11, 1998
Board of Directors
Fort Bend Holding Corp.
3400 Avenue H
PO Box 951
Rosenberg, Texas 77471
Ladies and Gentlemen:
This letter expresses the intent of The Millers Mutual Fire Insurance
Company, a Texas insurance company ("Millers") and Fort Bend Holding Corp.,
a Delaware corporation ("Fort Bend"), whereby a Texas corporation to be
formed and wholly owned by Millers ("Newsub") would be merged with and into
Fort Bend upon the terms and conditions outlined below.
1. MERGER. In the merger (the "Merger"), Newsub would be merged
with and into Fort Bend, which would be the surviving corporation. In the
Merger, Fort Bend common stock outstanding would be converted into the
right to receive cash, and Millers' shares in Newsub would be converted
into shares of Fort Bend. As a result of the Merger, Fort Bend would
become a wholly-owned subsidiary of Millers.
2. Millers anticipates a value of from $28 to $32 per share to Fort
Bend Stock holders in the Merger.
3. MERGER AGREEMENT. The Merger will be subject to the terms and
conditions of a definitive merger agreement (the "Agreement") to be
negotiated between the parties. The Agreement will include:
a. customary representations and warranties on behalf of
Millers, Fort Bend and Newsub.
b. customary closing conditions, including any necessary
stockholder approvals, the absence of any material adverse
changes or of any material breach of any representation, warranty
or covenant, and compliance with applicable regulatory
requirements, including applicable federal and state banking or
savings and loan regulatory requirements, state insurance
regulatory requirements, and filing and waiting period
requirements under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
c. satisfactory completion by Millers of all due diligence
activities with respect to Fort Bend and its subsidiaries.
4. CLOSING. The closing shall take place as soon as practicable
after the receipt of all required stockholder and regulatory approvals.
5. BUSINESS. Between the date of this Letter of Intent and the
execution of the Agreement, Fort Bend and its subsidiaries will conduct
their business and affairs only in the ordinary and usual course of
business, and shall not declare or pay any dividends, issue any securities,
or change their Certificate of Incorporation or Bylaws, unless mutually
agreed to.
6. INFORMATION AND INSPECTION. Between the date of this Letter of
Intent and the execution of the Agreement, Fort Bend shall cooperate fully
and will provide Millers with access to all records and other information
concerning the business and operations of Fort Bend and its subsidiaries.
7. CONFIDENTIALITY. Neither Fort Bend nor Millers shall disclose to
third parties any data or information obtained during the course of the
review contemplated by this Letter of Intent until such time as such
information is otherwise publicly available, except to their financial
advisors, lawyers and accountants and except as may be required by law.
8. EXCLUSIVE NEGOTIATION. The parties shall negotiate in good faith
and use their best efforts to execute and deliver the Agreement as soon as
practicable. Until May 31, 1998 or the execution and delivery of the
Agreement, whichever is the sooner to occur, Fort Bend will not enter into
any agreement, understanding, or negotiation with any third party relating
to a merger, or the sale of capital stock or assets of Fort Bend or its
subsidiaries without notifying Millers at the onset of such negotiation,
and prior to entering into any agreement or understanding, disclosing the
terms of the proposed transaction to Millers and allowing Millers to make a
counteroffer. If such a transaction occurs, Fort Bend agrees to pay all of
Millers' fees and expenses (including financial advisory and legal fees and
expenses) incurred by Millers to the date of such notification.
9. EXPENSES. Except as provided in paragraph 8, each party hereto
will be responsible for its own costs and expenses incurred by it with
respect to the transactions contemplated herein and all investigations,
appraisals, inspections and proceedings in connection therewith, including
fees and expenses of attorneys, accountants, appraisers, bankers and other
third parties for which such party has contracted.
10. BROKERS. Neither Fort Bend nor Millers shall authorize any
person or entity, to act as a broker or finder or in any similar capacity
in connection with the Merger in such a manner as to give rise to valid
claims against Fort Bend or Millers for any broker's or finder's fees or
similar fees or expenses.
11. TERMINATION. This Letter of Intent notwithstanding, if the
Agreement is not executed on or before May 31, 1998, either party hereto
may thereafter abandon the Merger provided for herein and the covenants
made herein (other than the covenants set forth in paragraphs 7 and 9 and
the last sentence of paragraph 8) without liability of such party to the
other party.
12. NOT A BINDING AGREEMENT. The Merger is subject to the
satisfaction of all of the conditions contained herein; notwithstanding the
foregoing, this Letter of Intent constitutes a binding agreement of the
parties as to paragraphs 7, 8, 9 and 10 hereof.
If the foregoing proposal is acceptable to Fort Bend, we request that
Fort Bend indicate its approval by signing this letter where indicated
below and returning it to the undersigned by fax at (817) 348-3765.
We believe that time is of the essence with respect to this matter.
Accordingly, we request that Fort Bend respond no later than 12:00 noon
Fort Worth, Texas time, on March 20, 1998 at which time the proposal will
expire unless previously accepted. Millers would be prepared to commence
due diligence activities on March 23, 1998.
We look forward to hearing from you.
Sincerely yours,
THE MILLERS MUTUAL FIRE INSURANCE COMPANY
By:
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Name:
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Title:
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ACCEPTED and AGREED to this
day of March, 1998.
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FORT BEND HOLDING CORP.
By:
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Name:
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Title:
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