SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 3 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)
December 4, 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 that 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 [ ]
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, as amended (the "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
Security 2. 346824-AA-5 13D/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
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 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 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"), 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 (the "Commission") on March 18, 1997 (the "Initial
Schedule 13D") as amended by Amendment No. 1 to Schedule 13D filed with the
Commission on March 20, 1998, and Amendment No. 2 to Schedule 13D filed
with the Commission on June 8, 1998 (as amended, the "Amended Schedule
13D"). The Amended Schedule 13D is hereby further amended and supplemented
as follows:
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended Schedule 13D is hereby amended and restated in
its entirety to read as follows:
The Company has decided to no longer hold any beneficial interest in
the Issuer's securities and as of December 11, 1998, the Company has
liquidated all of its interest in the Common Stock and Convertible
Debentures of the Issuer. Other than as described above, the Company does
not have present plans or proposals which would result in any of the
following:
(1) the acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(3) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(4) any change in the present board of directors or managers of
the Issuer;
(5) any material change in the present capitalization or
dividend policy of the Issuer;
(6) any other material change in the Issuer's business or
corporate structure;
(7) any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(9) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended and restated in
its entirety to read as follows:
(a) The Company has disposed of all shares of Common Stock of Issuer
and all Convertible Debentures of Issuer which were held by the Company.
The Company does not have any beneficial ownership in the Issuer.
(b) The Company does not have the power to vote or to direct the vote
or the power to dispose or direct the disposition of Issuer's securities.
(c) The transactions in the Issuer's securities by the Company during
the last sixty days are listed as Annex A attached hereto and made a part
hereof.
(d) Not applicable.
(e) The Company ceased to be a beneficial owner of more than five
percent of the Issuer's securities on December 7, 1998.
ANNEX A
TRADE DATE BUY/SELL QUANTITY PRICE TYPE
- ---------- -------- -------- ----- ----
12/4/98 Sell 500,000 $224.50 Debentures
12/7/98 Sell 50,000* $24.50 Common Stock
12/8/98 Sell 25,000* $24.75 Common Stock
12/11/98 Sell 41,573* $24.72 Common Stock
* The Company converted 935,000 Convertible Debentures into 86,573 shares
of Common Stock on December 9, 1998, which were sold, along with 30,000
shares of Common Stock previously owned, in the transactions dated December
7, 8 and 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: December 17, 1998
THE MILLERS MUTUAL FIRE INSURANCE COMPANY
By: /s/JOY J. KELLER
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Joy J. Keller
Executive Vice President
& Chief Financial Officer
