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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)
January 25, 1999
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 (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3400 AVENUE H, ROSENBERG, TEXAS 77471-3808
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(Address of principal executive officers) (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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Items 5. Other Events
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On January 25, 1999 the Registrant issued a press release announcing the
Holding Corp.'s third quarter fiscal 1999 earnings release.
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
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(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.
2
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EXHIBIT
NUMBER DESCRIPTION
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99 Press release dated January 25, 1999 announcing Fort Bend
Holding Corp. third quarter fiscal 1999 earnings release
3
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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 HOLDINS CORP.
Date: January 25, 1999 BY: /s/ Lane Ward
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Lane Ward
Vice Chairman, President and
Chief Executive Officer
4
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For Immediate Release For more information, contact:
Date: January 25, 1999 Lane Ward, Vice Chairman, President and CEO at
(281) 342-5571
FORT BEND HOLDING CORP.'S
THIRD QUARTER FISCAL 1999 EARNINGS RELEASE
Fort Bend Holding Corp. ("FBHC"), parent corporation of Fort Bend Federal
Savings and Loan Association of Rosenberg ("FBF"), today announced net earnings
of $383,000, or $0.18 earnings per common share, for the third fiscal quarter
ended December 31, 1998. This compares to net earnings of $492,000, or $0.30
earnings per common share, for the same quarter in fiscal 1998. Net income for
the nine months ended December 31, 1998 was $1,487,000, or $0.78 earnings per
common share. This compares to net earnings of $1,514,000, or $0.91 earnings per
common share, for the nine months ended December 31, 1997. Earnings per common
share - assuming dilution for the nine months ended December 31, 1998 and 1997
was $0.63 and $0.71, respectively.
Lane Ward, Vice Chairman, stated that the Board of Directors has announced
that FBHC will pay a quarterly cash dividend of $0.10 per share payable on
February 12, 1999 to shareholders of record on February 1, 1999. This is FBHC's
twenty-first consecutive quarterly cash dividend.
FBHC's net interest income after provision for loan losses was $2.6 million
for the quarter ended December 31, 1998 compared to $2.3 million for the quarter
ended December 31, 1997. Net interest income reflected an increase in average
interest-earnings assets to $301 million from $289 million for the quarters
ended December 31, 1998 and 1997, respectively. An increase of $33 million in
the average balance of loans receivable and $4 million in investments, partially
offset by a decrease of $25 million in mortgage-backed securities, contributed
to the increase in average interest-earnings assets. The increase in the average
loan balances reflected an increase of $25 million in the loan portfolio of
FBF's subsidiary Mitchell Mortgage Company, L.L.C. ("Mitchell").
Total noninterest income decreased by $357,000 for the quarter ended
December 31, 1998 compared to the same period in fiscal 1998. This decrease was
primarily due to a decrease in loan servicing income, net of amortization, of
$253,000. This decrease is primarily caused by an increase in the amortization
of mortgage servicing rights of $217,000. This increase in amortization is the
result of increased run off in the loan servicing portfolio due to refinancings
caused by the current favorable interest rate environment. Gain on sales of
loans decreased $92,000 which primarily reflected less favorable pricing in the
secondary market during the quarter.
Noninterest expenses increased $214,000 for the quarter ended December 31,
1998 compared to the same period in fiscal 1998. This increase was primarily due
to an increase in compensation and benefits of $106,000. The increased
compensation and benefits is due to increases in commissions resulting from the
higher loan volume in the current year, normal salary adjustments, and overtime.
Office occupancy and equipment increased $73,000 primarily due to increased
depreciation related to the upgrading of computer and telephone systems in
fiscal 1998 and 1999.
Page 1 of 2
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For Immediate Release
Date: January 25, 1999
FORT BEND HOLDING CORP.'S
THIRD QUARTER FISCAL 1999 EARNINGS RELEASE
Page 2 of 2
On October 20, 1998, FBHC signed a definitive agreement to merge with
Southwest Bancorporation of Texas, Inc. ("SWBT"). The transaction is structured
as a tax-free reorganization with a fixed exchange of 1.45 shares of SWBT common
stock for each share of FBHC common stock and convertible equivalents. At SWBT's
closing stock price of $15 1/8 on January 20, 1999, the transaction would be
valued at approximately $66 million, and FBHC shareholders would receive a value
of $21.93 for each share of FBHC common stock.
FBHC serves Fort Bend, Harris, Wharton, Waller and Montgomery Counties in
Southeast Texas through its subsidiary, FBF, headquartered in Fort Bend County
and FBF's subsidiary, Mitchell, located in The Woodlands. FBF's market area is
located in the largest metropolitan area of Texas and the eighth largest in the
United States. The Corporation's stock is traded on the Nasdaq National Stock
Market under the symbol "FBHC".
This press release includes forward-looking statements that are subject to
risks and uncertainties. Actual results might differ materially from those
projected in the forward-looking statements. Additional information concerning
factors that could cause actual results to materially differ from those in the
forward-looking statements is contained in the Securities and Exchange
Commission filings of FBHC.
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FORT BEND HOLDING CORP.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1998 MARCH 31, 1998
<S> <C> <C>
Cash and due from banks $ 10,006 $ 6,260
Short-term investments 29,636 20,484
Certificates of deposit 400 300
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TOTAL CASH AND CASH EQUIVALENTS 40,042 27,044
Investment securities available for sale, at market 2,549 2,962
Investment securities held to maturity (estimated market value of
$6,076 and $8,984 at December 31, 1998 and March 31, 1998,
respectively) 6,248 9,244
Mortgage-backed securities available for sale, at market 211 282
Mortgage-backed securities held to maturity (estimated market
value of $61,299 and $83,222 at December 31, 1998
and March 31, 1998, respectively) 60,869 82,815
Loans held for sale 15,310 12,920
Loans receivable, net 172,832 160,062
Premises and equipment, net 4,615 4,738
Mortgage servicing rights, net 7,044 7,603
Prepaid expenses and other assets 5,964 7,680
Goodwill, net 1,186 1,256
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TOTAL ASSETS $ 316,870 $ 316,606
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 270,076 $ 268,991
Convertible subordinated debentures -- 11,405
Borrowings 4,362 3,985
Advances from borrowers for taxes and insurance 2,806 4,619
Accounts payable, accrued expenses and other liabilities 3,302 3,646
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TOTAL LIABILITIES 280,546 292,646
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Minority interest in consolidated subsidiary 2,722 2,556
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Stockholders' equity:
Serial preferred stock, $.01 par value - 1,000,000 shares
authorized, none outstanding
Common Stock $.01 par value, 4,000,000 shares authorized,
2,963,165 shares issued and 2,786,817 shares outstanding at
December 31, 1998 and 1,899,654 shares issued and 1,723,306
shares outstanding at March 31, 1998 30 19
Additional paid-in capital 21,138 9,927
Unearned employee stock ownership plan shares (39) (118)
Deferred compensation (113) (83)
Accumulated other comprehensive income 1 7
Retained earnings (substantially restricted) 14,041 13,108
Treasury stock, at cost - 176,348 shares (1,456) (1,456)
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TOTAL STOCKHOLDERS' EQUITY 33,602 21,404
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 316,870 $ 316,606
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FORT BEND HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $ 3,889 $ 3,256 $ 11,528 $ 9,987
Short-term investments 531 495 1,446 1,091
Investment securities 137 195 467 651
Mortgage-backed securities 992 1,459 3,440 4,559
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TOTAL INTEREST INCOME 5,549 5,405 16,881 16,288
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INTEREST EXPENSE:
Deposits 2,776 2,827 8,328 8,282
Borrowings 165 317 729 978
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TOTAL INTEREST EXPENSE 2,941 3,144 9,057 9,260
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Net interest income before provision for loan losses 2,608 2,261 7,824 7,028
Provision for loan losses 45 -- 135 78
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,563 2,261 7,689 6,950
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NONINTEREST INCOME:
Loan fees and charges 959 951 3,043 2,432
Loan servicing income, net 100 353 505 926
Service charges on deposit accounts 224 232 675 662
Gain on sales of loans 216 308 1,021 562
Other income 136 148 503 464
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TOTAL NONINTEREST INCOME 1,635 1,992 5,747 5,046
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NONINTEREST EXPENSES:
Compensation and benefits 1,883 1,777 5,890 5,004
Employee stock ownership plan expense 206 194 349 519
Office occupancy and equipment 521 448 1,507 1,331
Federal insurance premiums 40 43 126 124
Data processing fees 184 151 521 408
Other expense 720 727 2,340 1,948
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TOTAL NONINTEREST EXPENSES 3,554 3,340 10,733 9,334
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Income before income tax and minority interest 644 913 2,703 2,662
Income tax provision 212 264 879 811
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Income before minority interest 432 649 1,824 1,851
Minority interest in net income of subsidiary 49 157 337 337
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Net income $ 383 $ 492 $ 1,487 $ 1,514
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Earnings per common share $ 0.18 $ 0.30 $ 0.78 $ 0.91
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Earnings per common share- assuming dilution $ 0.15 $ 0.23 $ 0.63 $ 0.71
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Dividends per common share $ 0.10 $ 0.10 $ 0.30 $ 0.185
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