UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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 11, 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-7(b) 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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No.: 346824-10-5 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
George B. Harrop
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF, OO, BK
- --------------------------------------------------------------------------------
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
SHARES |
BENEFICIALLY | 113,273(1),(2)
OWNED BY |-----------------------------------------------------------------
EACH | 8 SHARED VOTING POWER
REPORTING |
PERSON | 56,296(2),(3)
WITH |-----------------------------------------------------------------
| 9 SOLE DISPOSITIVE POWER
|
| 113,273(1),(2)
|-----------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 56,296(2),(3)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,569(2),(4)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32% (4)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 346824-10-5 Page 3 of 6 Pages
(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 6 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 ("Fort Bend") and amended
and supplemented by Amendment No. 1 to the Schedule 13D, filed on March 7, 1997
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
George B. Harrop and his wife, ValBerta Harrop, are individuals whose
business address is 10190 Old Katy Road, Suite 350, Houston, Texas 77043. Mr.
Harrop is a private investor. Mr. Harrop is also CEO of Harrop Construction
Company, Inc. Mrs. Harrop is the Secretary and Treasurer of Harrop Construction
Company, Inc. Both Mr. and Mrs. Harrop are United States citizens. Neither
George B. Harrop nor ValBerta Harrop has, during the past five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a 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 OR OTHER CONSIDERATION
No change.
ITEM 4. PURPOSE OF THE TRANSACTION
As previously reported, Mr. Harrop acquired the shares of Fort Bend's
Common Stock with a view to holding a substantial ownership interest in Fort
Bend and obtaining representation on Fort Bend's Board of Directors. On June 11,
1998, Mr. Harrop met with four members of Fort Bend's Board of Directors,
including Lane Ward, President of Fort Bend. At the meeting, Mr. Harrop
discussed, among other things, the performance of Fort Bend. Mr. Harrop
discussed nominating himself and/or other persons who share his goal of
maximizing stockholder value for election to the Board of Directors. Mr. Harrop
has not received a response to his request. Mr. Harrop is a member of the Board
of Directors of Sterling Bank in Houston, Texas and advised Fort Bend that he
would resign that position if elected to the Board of Fort Bend.
In Mr. Harrop's opinion, Fort Bend's Common Stock is undervalued
by the market. Mr. Harrop believes that the current consolidation in the
financial services, banking and savings and loan industries presents an
opportunity to enhance stockholder value by selling the company or engaging in a
merger or other business combination with a larger industry participant. Mr.
Harrop does not, however, have any plans or agreement relating to a specific
transaction involving Fort Bend or its assets.
Mr. Harrop intends to monitor closely opportunities for the merger or
sale of Fort Bend or for similar transactions which enhance stockholder value,
and to review developments at the Company. If Fort Bend fails to commence a
process that results in a substantial enhancement to shareholder value, Mr.
Harrop may take steps to induce the Company's Board of Directors immediately to
assess (i) the effectiveness of the current structure and composition of the
board and (ii) the performance and composition of current senior management.
Such steps may include, without limitation, (i) seeking representation on the
Company's Board of Directors either through negotiation or through solicitation
of proxies, or (ii) supporting the efforts of others to obtain representation on
the Company's Board of Directors. Mr. Harrop may modify his plans in light of
future developments.
<PAGE>
Page 5 of 6 Pages
In the event that Mr. Harrop decides to seek representation on the
Board of Directors through the solicitation of proxies, Mr. Harrop may nominate
himself and/or other persons. Mr. Harrop may discuss Fort Bend from time to time
with members of the management of Fort Bend, its Board of Directors and their
advisers, may communicate with other shareholders and interested parties
concerning Fort Bend, to the extent that such communication will not invoke
provisions of the Company's Certificate of Incorporation which purport to limit
rights of stockholders to act in concert, and may exercise any and all of his
respective rights as a stockholder of Fort Bend in a manner consistent with his
equity interests.
Mr. Harrop may from time-to-time (i) acquire additional Common Stock
(subject to availability at prices deemed favorable) in the open market, in
privately negotiated transactions or otherwise, or (ii) dispose of Common Stock
at prices deemed favorable in the open market, in privately negotiated
transactions or otherwise.
Under certain circumstances, the prior approval of the Office of
Thrift Supervision ("OTS") may be required to solicit proxies if the acquiror
would hold any combination of stock and proxies representing more than 25% of
any class of voting stock of a savings and loan holding company and such proxies
would enable the acquiror to elect one-third or more of the Board of Directors.
This rule may limit the number of director Mr. Harrop could nominate to two
nominees without prior approval of the OTS. In addition, acquisition of more
than 10% of any class of voting stock of a savings and loan holding company may
require prior approval of the OTS.
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
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's 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 Issuer'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 Issuer, 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. SEE Item 2 for identity and
background information concerning Mrs. Harrop.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No Change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
Page 6 of 6 Pages
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 11, 1998
/s/ GEORGE B. HARROP
George B. Harrop
