-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WiMU4KJrL6suNZT4AH9kEepvPu8I9aMWhZTa1zow0/g7iyzON8CaVFuPA+GJavOW 06FV6yQbqqHRsTBaN22chw== 0000899243-98-000420.txt : 19980325 0000899243-98-000420.hdr.sgml : 19980325 ACCESSION NUMBER: 0000899243-98-000420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980322 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980324 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORT BEND HOLDING CORP CENTRAL INDEX KEY: 0000896766 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 760391720 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21328 FILM NUMBER: 98571645 BUSINESS ADDRESS: STREET 1: 3400 AVENUE H CITY: ROSENBERG STATE: TX ZIP: 77471 BUSINESS PHONE: 7133425571 8-K 1 FORM 8-K 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. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 0-21328 76-0391720 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 3400 AVENUE H, ROSENBERG, TEXAS 77471-3808 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 342-5571 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 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. 2 EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99 Press Release announcing the receipt of an unsolicited acquisition offer dated March 22, 1998 3 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 ----------------------------------- Lane Ward Vice Chairman, President and Chief Executive Officer 4 EX-99 2 PRESS RELEASE DATED 03/22/1998 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. ### For more information, contact Lane Ward, Vice Chairman, President and CEO at (281) 342-5571 -----END PRIVACY-ENHANCED MESSAGE-----