-----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, OrEIB9T7Ee6VJ08bh0PpWyttF4Roj1OjouUNv1vMPFhFg9cQemgLvIkONAlE5lV7 fsGqffKQ9c88v+PW+Llgpg== 0000902664-98-000357.txt : 19981228 0000902664-98-000357.hdr.sgml : 19981228 ACCESSION NUMBER: 0000902664-98-000357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981222 GROUP MEMBERS: GENDELL JEFFREY L ET AL GROUP MEMBERS: JEFFREY L. GENDELL GROUP MEMBERS: TONTINE FINANCIAL PARTNERS, L.P. GROUP MEMBERS: TONTINE MANAGEMENT, L.L.C. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48047 FILM NUMBER: 98773733 BUSINESS ADDRESS: STREET 1: 3400 AVENUE H CITY: ROSENBERG STATE: TX ZIP: 77471 BUSINESS PHONE: 7133425571 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENDELL JEFFREY L ET AL CENTRAL INDEX KEY: 0000948904 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 2: 200 PARK AVENUE SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D/A3* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 3) Fort Bend Holding Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 346824105 (CUSIP Number) Jeffrey L. Gendell 200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695 (Name, address and telephone number of person authorized to receive notices and communications) December 14, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) ________________ *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) CUSIP No. 346824105 13D Page 2 of 9 Pages ____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tontine Financial Partners, L.P. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** WC, 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 109,000 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 109,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** PN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 346824105 13D Page 3 of 9 Pages ____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tontine Management, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 109,000 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 109,000 ____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** 00 _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 346824105 13D Page 4 of 9 Pages ____________________________________________________________________________ (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey L. Gendell _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** 00 ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 43,000 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 109,000 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 43,000 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 109,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 346824105 13D Page 5 of 9 Pages Item 1. Security and Issuer. The Schedule 13D initially filed on August 30, 1995 by Jeffrey L. Gendell ("Mr. Gendell")and Tontine Partners, L.P. relating to the common stock, par value $0.01 (the "Common Stock"), of Fort Bend Holding Corp. (the "Company"), as amended by Amendment No. 1 filed on October 3, 1995, as amended by Amendment No. 2 filed on Febuary 13, 1997 (collectively, the "Schedule 13D"), is hereby amended by this Amendment No. 3 filed by Tontine Financial Partners, L.P., formerly Tontine Partners, L.P. ("TFP"), Tontine Management, L.L.C. ("TM"), general partner of TFP, and Mr. Gendell to reflect the disposition of Common Stock beneficially owned by the Reporting Persons. Item 2. Identity and Background. Item 2 is hereby amended and restated as follows: (a) This statement is filed by: (i) Tontine Financial Partners, L.P., a Delaware limited partnership ("TFP")with respect to shares of Common Stock beneficially owned by it; (ii) Tontine Management, L.L.C., a limited liability company organized under the laws of the State of Delaware ("TM"), with respect to the shares of Common Stock directly owned by TFP; and (iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the shares of Common Stock directly owned by each of TFP and Mr. Gendell. The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business and principal office of TFP and TM is 200 Park Avenue, Suite 3900, New York, New York 10166. The business address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New York 10166. (c) The principal business of TFP is serving as a private investment limited partnership investing in various industries. The principal business of TM is serving as general partner to TFP and Tontine Partners, L.P., an affiliated private investment limited partnership. Mr. Gendell serves as the Managing Member of TM. (d) None of the persons referred to in paragraph (a) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 3. Source and Amount of Funds and Other Consideration. Item 3 is hereby amended and restated as follows: CUSIP No. 346824105 13D Page 6 of 9 Pages The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by TFP is approximately $1,057,938. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Mr. Gendell is approximately $335,621. TM does not direcly own any shares of Common Stock. TFP's margin transactions are with ING Baring Furman Selz, LLC, on such firm's usual terms and conditions. Mr. Gendell's margin transactions are with Prudential Securities Inc. or ING Baring Furman Selz, LLC on such firm's usual terms and conditions. All or part of the shares of Common Stock directly owned by TFP or Mr. Gendell may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to TFP or Mr. Gendell. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated as follows: A. Tontine Financial Partners, L.P. (a) Aggregate number of shares beneficially owned: 109,000 Percentage: 5.8% The percentages used herein and in the rest of Item 5 are calculated based upon the 1,868,616 shares of Common Stock outstanding as of October 27, 1998 as reflected in the Company's Form 10-QSB for the period ending September 30, 1998. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 109,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 109,000 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days, which were all in the open market, are set forth in Schedule A and are incorporated by reference. (d) TM, the general partner of TFP, has the power to direct the affairs of TFP, including decisions respecting the disposition of the proceeds from the sale of the shares. Mr. Gendell is the Managing Member of TM and in that capacity directs its operations. (e) Not applicable. B. Tontine Management, L.L.C. (a) Aggregate number of shares beneficially owned: 109,000 Percentage: 5.8% (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 109,000 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 109,000 CUSIP No. 346824105 13D Page 7 of 9 Pages (c) TM did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days on behalf of TFP, which were all in the open market, are set forth in Schedule A, and are incorporated by reference. (d) Not applicable. (e) not applicable. C. Jeffrey L. Gendell. (a) Aggregate number of shares beneficially owned: 152,000 Percentage: 8.1% (b) 1. Sole power to vote or direct vote: 43,000 2. Shared power to vote or direct vote: 109,000 3. Sole power to dispose or direct the disposition: 43,000 4. Shared power to dispose or direct the disposition: 109,000 (c) Mr. Gendell did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last sixty days on behalf of TFP, which were all in the open market, are set forth in Schedule A, and are incorporated by reference. (d) Not applicable. (e) Not applicable CUSIP No. 346824105 13D Page 8 of 9 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: December 22, 1998 /s/ JEFFREY L. GENDELL Jeffrey L. Gendell, individually, and as managing member of Tontine Management, L.L.C., general partner of Tontine Financial Partners, L.P. CUSIP No. 346824105 13D Page 9 of 9 Pages Schedule A TONTINE FINANCIAL PARTNERS, L.P. Price Per Share Date of Number of Shares (including commissions, Transaction Purchased/(Sold) if any) 12/14/98 (10,000) 25.00 -----END PRIVACY-ENHANCED MESSAGE-----