-----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, ONetUFW/UgH6HImqzKgR2YkT0tWjnzOOBtWTJqdZ13hzgsci2XMQTv79Bse8mJog dScXzb9LE7BrZspQaVK7Gg== 0000899243-98-001461.txt : 19980806 0000899243-98-001461.hdr.sgml : 19980806 ACCESSION NUMBER: 0000899243-98-001461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980728 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980805 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: 98677246 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) July 28, 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 July 28, 1998, the Registrant issued a earnings release attached as Exhibit 99 announcing the declaration of a cash dividend and earnings for the first quarter ended June 30, 1998. 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 First Quarter Fiscal 1999 Earnings Release, dated June 30, 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: August 4, 1998 By: /s/ Lane Ward ----------------------------- Lane Ward Vice Chairman, President and Chief Executive Officer EX-99 2 PRESS RELEASE For Immediate Release For more information, contact: - --------------------- Lane Ward, Vice Chairman, President and CEO Date: July 28, 1998 at (281) 342-5571 FORT BEND HOLDING CORP.'S FIRST 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 $572,000, or $0.32 earnings per common share, for the first fiscal quarter ended June 30, 1998. This compares to net earnings of $519,000, or $0.31 earnings per common share, for the same quarter in fiscal 1998 and represents a 10% increase in earnings. Earnings per common share--assuming dilution for the quarters ended June 30, 1998 and 1997 was $0.24. Lane Ward, Vice Chairman, stated that due to the strong earnings performance, the Board of Directors has announced that FBHC will pay a cash dividend of $0.10 per share for the quarter ended June 30, 1998. The dividend will be payable on September 2, 1998 to shareholders of record on August 12, 1998. This is FBHC's nineteenth consecutive quarterly cash dividend. FBHC's net interest income after provision for loan losses was $2.6 million for the quarter ended June 30, 1998 compared to $2.3 million for the quarter ended June 30, 1997. Net interest income reflected an increase in average interest-earning assets to $295 million from $275 million for the quarters ended June 30, 1998 and 1997, respectively. An increase of $25 million in the average balance of loans receivable and $12 million in investments, partially offset by a decrease of $17 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 $24 million from the loan portfolio of FBF's subsidiary Mitchell Mortgage Company, L.L.C. ("Mitchell"). Total noninterest income increased by $488,000 for the quarter ended June 30, 1998 compared to the same period in fiscal 1998. The increase was primarily due to an increase in loan fees and charges of $347,000 which primarily reflected increased commercial, multifamily, and construction lending. FBHC originated $55 million of commercial and multifamily loans and $34 million of construction loans during the three months ended June 30, 1998 compared to $35 million of commercial and multifamily loans and $27 million of construction loans during the same period in fiscal 1998. Gain on sales of loans increased $200,000. The principal balance of loans sold during the three months ended June 30, 1998 was $34.6 million compared to $13.2 million for the same period in fiscal 1998. Partially offsetting the increase in earnings from the above sources has been an increase in noninterest expense of $626,000. The increase reflects an increase in compensation and benefits of $252,000. 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. Other expense increased $283,000 during the three months ended June 30, 1998 when compared to the same period in fiscal 1998. The increase was primarily due to an increase of $129,000 in loan origination and service charges, such as appraisals, flood data services, and credit reports, associated with the higher loan volume in the current year. Legal expenses increased $37,000 when compared to the prior year primarily as a result of costs incurred related to the unsolicited acquisition offer received in March 1998. Also, the Holding Corp. recognized certain other acquisition related expenses which had been previously deferred. 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 Market under the symbol "FBHC". ### FORT BEND HOLDING CORP. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (in thousands, except share data) (Unaudited) June 30, March 31, 1998 1998 -------- --------- ASSETS Cash and due from banks.......................... $ 6,298 $ 6,260 Short-term investments........................... 26,037 20,484 Certificates of deposit.......................... 400 300 --------- --------- Total cash and cash equivalents............ 32,735 27,044 Investment securities available for sale, at market....................................... 2,987 2,962 Investment securities held to maturity (estimated market value of $7,987 and $8,984 at June 30, 1998 and March 31, 1998, respectively).......... 8,245 9,244 Mortgage-backed securities available for sale, at market.......................................... 261 282 Mortgage-backed securities held to maturity (estimated market value of $76,001 and $83,222 at June 30, 1998 and March 31, 1998, respectively)................................... 75,669 82,815 Loans held for sale.............................. 13,852 12,920 Loans receivable, net............................ 164,984 160,062 Premises and equipment, net...................... 4,735 4,738 Mortgage servicing rights, net................... 7,361 7,603 Prepaid expenses and other assets................ 6,286 7,680 Goodwill, net.................................... 1,233 1,256 --------- --------- Total assets............................... $ 318,348 $ 316,606 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits....................................... $ 267,602 $ 268,991 Convertible subordinated debentures............ 10,415 11,405 Borrowings..................................... 4,472 3,985 Advances from borrowers for taxes and insurance 7,151 4,619 Accounts payable, accrued expenses and other liabilities................................... 3,325 3,646 --------- --------- Total liabilities.......................... 292,965 292,646 --------- --------- Minority interest in consolidated subsidiary..... 2,630 2,556 --------- --------- 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, 1,993,156 shares issued and 1,816,808 shares outstanding at June 30, 1998 and 1,899,654 shares issued and 1,723,306 shares outstanding at March 31, 1998.......................................... 20 19 Additional paid-in capital..................... 10,901 9,927 Unearned employee stock ownership plan shares.. (118) (118) Deferred compensation.......................... (99) (83) Net unrealized appreciation on available for sale securities............................... 2 7 Retained earnings (substantially restricted)... 13,503 13,108 Treasury stock, at cost--176,348 shares........ (1,456) (1,456) --------- --------- Total stockholders' equity................. 22,753 21,404 --------- --------- Total liabilities and stockholders' equity. $ 318,348 $ 316,606 ========= ========= FORT BEND HOLDING CORP. CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (In thousands, except per share data) (Unaudited)
1998 1997 -------- -------- Interest income: Loans........................................... $3,800 $3,364 Short-term investments.......................... 384 159 Investment securities........................... 179 241 Mortgage-backed securities...................... 1,285 1,576 ------ ------ Total interest income....................... 5,648 5,340 ------ ------ Interest expense: Deposits........................................ 2,765 2,668 Borrowings...................................... 273 337 ------ ------ Total interest expense...................... 3,038 3,005 ------ ------ Net interest income before provision for loan losses................................ 2,610 2,335 Provision for loan losses.......................... 45 63 ------ ------ Net interest income after provision for loan losses................................ 2,565 2,272 ------ ------ Noninterest income: Loan fees and charges........................... 1,075 728 Loan servicing income, net...................... 206 297 Service charges on deposit accounts............. 224 210 Gain on sales of loans.......................... 297 97 Other income.................................... 207 189 ------ ------ Total noninterest income.................... 2,009 1,521 ------ ------ Noninterest expense: Compensation and benefits....................... 2,001 1,749 Office occupancy and equipment.................. 488 447 Federal insurance premiums...................... 43 40 Data processing fees............................ 173 126 Other expense................................... 838 555 ------ ------ Total noninterest expense................... 3,543 2,917 ------ ------ Income before income tax expense and minority interest....................................... 1,031 876 Income tax expense................................. 336 278 ------ ------ Income before minority interest.................... 695 598 Minority interest in net income of subsidiary...... 123 79 ------ ------ Net income......................................... $ 572 $ 519 ====== ====== Earnings per common share.......................... $ 0.32 $ 0.31 ====== ====== Earnings per common share-assuming dilution........ $ 0.24 $ 0.24 ====== ====== Dividends per common share......................... $ 0.10 $0.035 ====== ======
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