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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 22, 1998
FORT BEND HOLDING CORP.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-21328 76-0391720
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification
Number)
3400 AVENUE H, ROSENBERG, TEXAS 77471-3808
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 342-5571
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On March 22, 1998, the Registrant issued a press release attached as
Exhibit 99 announcing an unsolicited acquisition offer.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Exhibit to this Report.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The Exhibit referred to in Item 5 of this Report and listed on the
accompanying Exhibit Index is filed as part of this Report and is incorporated
herein by reference.
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EXHIBIT
NUMBER DESCRIPTION
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99 Press Release announcing the receipt of an unsolicited
acquisition offer dated March 22, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORT BEND HOLDING CORP.
Date: March 24, 1998
By: /s/ LANE WARD
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
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EXHIBIT 99
FORT BEND HOLDING CORP.
FOR IMMEDIATE RELEASE--MARCH 22, 1998
FORT BEND HOLDING CORP.
RECEIVES UNSOLICITED ACQUISITION OFFER
ROSENBERG, TEXAS, March 22, 1998--Fort Bend Holding Corp. (Nasdaq: FBHC), the
holding company for Fort Bend Federal Savings and Loan Association of Rosenberg,
Texas, confirmed today that it had received an unsolicited non-binding written
expression of interest in acquiring the Company for a cash purchase price
ranging from $28 to $32 per share of common stock, subject to various
contingencies, from the Millers Mutual Fire Insurance Company.
"No firm offer has been made and no due diligence has been performed,"
stated Fort Bend's President and Chief Executive Officer Lane Ward. "Prior to
receipt of this expression of interest, consistent with our historical strategy
of acquisitions to enhance long term shareholder value, the Company had been in
negotiations to acquire another financial institution. Fort Bend may continue to
pursue this acquisition and will also act upon all alternatives to enhance Fort
Bend's value to shareholders."
The Company has engaged the investment banking firm of Charles Webb &
Company, a division of Keefe, Bruyette & Woods, Inc. (the investment banking
firm which assisted the Company in its two prior acquisitions) to assist it in
evaluating its strategic alternatives, which include continuation of its growth
strategy to build long term shareholder value, the merits of this proposal and
other alternatives the Company may have.
Mr. Ward also cautioned shareholders that there could be no assurance
that any of the negotiations that Fort Bend may engage in would result in either
an acquisition by the Company or the sale of the Company.
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For more information, contact Lane Ward, Vice Chairman,
President and CEO at (281) 342-5571
