-----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, ByNBmZscjc+fcHOhUkws4664d3mgvXrRoMdJ/EawPHBOlzb/wj3bW1u4dbOFhum/ TkeARJE6RDI7DPD75SFHNg== 0000899243-98-002184.txt : 19981119 0000899243-98-002184.hdr.sgml : 19981119 ACCESSION NUMBER: 0000899243-98-002184 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981118 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: 98754725 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) November 16, 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 November 16, 1998, the Registrant issued a press release announcing the redemption of convertible subordinated debentures. 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. EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99 Press release dated November 16, 1998 announcing Fort Bend Holding Corp. to redeem convertible subordinated debentures 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: November 18, 1998 By: /s/ LANE WARD ----------------------------- Lane Ward Vice Chairman, President and Chief Executive Officer EX-99 2 PRESS RELEASE EXHIBIT 99 FORT BEND HOLDING CORP. ROSENBERG, TEXAS FOR IMMEDIATE RELEASE CONTACT: David D. Rinehart (281) 342-5571 FORT BEND HOLDING CORP. TO REDEEM CONVERTIBLE SUBORDINATED DEBENTURES Rosenberg, Texas, November 16, 1998 - Fort Bend Holding Corp. (NASDAQ: FBHC) announced today that it will redeem on December 23, 1998 all outstanding convertible subordinated debentures of the Company's 8% Convertible Subordinated Debentures due December 1, 2005. On October 21, 1998, the Company announced its acquisition by Southwest Bancorp, Inc. (NASDAQ: SWBT). With this acquisition, which is expected to close in the 1st quarter of 1999, the Company's shareholders will receive 1.45 shares of SWBT common stock for each share of FBHC common stock. The redemption price is 105.6% or $1,056.00 per subordinated debenture, plus $4.89 in accrued interest through the date of redemption, for a total Redemption Price of $1,060.89 per debenture. As an alternative, shareholders also have the right to convert the subordinated debentures into the Company's common stock prior to December 23, 1998, at a rate of 92.592 shares of common stock for each $1,000 principal amount of subordinated debentures. Based on the closing price of the Company's common stock on November 12, 1998, the conversion rate corresponds to a conversion price of $2,199 per subordinated debenture converted. A Notice of Redemption and Expiration of Conversion Privilege has been mailed to all holders of record of the Company's convertible subordinated debentures by the Company's transfer agent, Harris Trust and Savings Bank, who will also be serving as the Company's paying agent in the redemption. 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 Mortgage 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". ### -----END PRIVACY-ENHANCED MESSAGE-----