-----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, UXpkYOA7LyrSNid+bXFBTdxw1A1tR+HyrzuHd3W7mtXAaK/pWpkVYdDFavtfXB+K iKa+A8XEaYYykootM1DeCQ== 0000941302-98-000032.txt : 19980323 0000941302-98-000032.hdr.sgml : 19980323 ACCESSION NUMBER: 0000941302-98-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980320 SROS: NONE 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: 98570445 BUSINESS ADDRESS: STREET 1: 3400 AVENUE H CITY: ROSENBERG STATE: TX ZIP: 77471 BUSINESS PHONE: 7133425571 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLERS MUTUAL FIRE INSURANCE CO CENTRAL INDEX KEY: 0001035978 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 750439860 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 BURNETT STREET CITY: FORT WORTH STATE: TX ZIP: 76102-2799 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 FORT BEND HOLDING CORP. - --------------------------------------------------------------------------- (Name of Issuer) Security 1. Common Stock, par value $0.01 per share Security 2. 8% Subordinated Convertible Debentures Due December 1, 2005 - --------------------------------------------------------------------------- (Title of Class of Securities) SECURITY 1. 346824-10-5 SECURITY 2. 346824-AA-3 - --------------------------------------------------------------------------- (CUSIP NUMBER) THE MILLERS MUTUAL FIRE INSURANCE COMPANY 300 Burnett Street Fort Worth, Texas 76102-2799 (817) 348-3550 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 20, 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(b)(3) or (4) check the following box [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. Security 1. 346824-10-5 13D/A Security 2. 346824-AA-5 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Millers Mutual Fire Insurance Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 162,869.5 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 162,869.5 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,869.5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D is being filed on behalf of The Millers Mutual Fire Insurance Company, a Texas mutual insurance company (the "Company"), as an amendment to the initial statement on Schedule 13D, relating to the Company's beneficial ownership of the common stock, par value $0.01 per share (the "Common Stock"), of and 8% Convertible Subordinated Debentures due December 1, 2005 (the "Convertible Debentures") issued by Fort Bend Holding Corp. (the "Issuer"), and as filed with the Securities and Exchange Commission on March 5, 1997 (the "Initial Schedule 13D"). The Initial Schedule 13D is hereby amended and supplemented as follows: ITEM 1. SECURITY AND ISSUER Item 1 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: Securities: (1) Common Stock, $0.01 par value per share (2) 8% Subordinated Convertible Debentures Due December 1, 2005 Issuer: Fort Bend Holding Corp. 3400 Avenue H Rosenberg Texas 77471 ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: The Millers Mutual Fire Insurance Company, a Texas mutual insurance company organized under Chapter 15 of the Texas Insurance Code, provides a broad range of property and casualty insurance products for individuals and businesses and is located at 300 Burnett Street, Fort Worth, Texas, 76102- 2799. The Company has not been convicted in a criminal proceeding during the last five years. The Company, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result thereof, subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS Item 3 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: As the date of this report, the Company has invested $299,250 in the Common Stock and $1,092,668 in the Convertible Debentures. The source of these funds was the working capital of the Company. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: As reported in the Company's filing of Schedule 13D dated March 5, 1997, the Company originally acquired the shares of Common Stock of the Issuer for the purpose of investment. On March 11, 1998, the Company sent to the issuer a letter (the "Letter of Intent"), which is attached as Exhibit 7.1 and incorporated herein by reference, expressing its intent to acquire all of the capital stock of the Issuer at an anticipated price range of $28 to $33 per share. The plans and proposals of the Company are described in the Letter of Intent. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) The Company is the beneficial owner of an aggregate of 162,869.5 shares of Common Stock of the Issuer or 8.9% of the total shares outstanding. The number of shares beneficially owned by the Company and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 of the Securities Act of 1933, as amended. The percentage of beneficial ownership of the Company is based on 1,674,793 outstanding shares as of January 26, 1997, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities Exchange Commission for the quarterly period ended December 31, 1997. (b) The Company has sole voting and sole dispositive power for all of the shares of Common Stock reported as beneficially owned. (c) There have been no transactions in the class of securities reported on that were effected during the past 60 days by the Company. (d) Not Applicable. (e) Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as exhibits: 7.1 Form of Letter of Intent to Fort Bend Holding Corp., dated March 11, 1998. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 20, 1998 THE MILLERS MUTUAL FIRE INSURANCE COMPANY By: /S/ALFRED P. CHAO ------------------------------------ Alfred P. Chao Vice President and Controller EX-99 2 EXHIBIT 7.1 EXHIBIT 7.1 THE MILLERS MUTUAL FIRE INSURANCE COMPANY 300 BURNETT STREET FORT WORTH, TEXAS 76102-2799 March 11, 1998 Board of Directors Fort Bend Holding Corp. 3400 Avenue H PO Box 951 Rosenberg, Texas 77471 Ladies and Gentlemen: This letter expresses the intent of The Millers Mutual Fire Insurance Company, a Texas insurance company ("Millers") and Fort Bend Holding Corp., a Delaware corporation ("Fort Bend"), whereby a Texas corporation to be formed and wholly owned by Millers ("Newsub") would be merged with and into Fort Bend upon the terms and conditions outlined below. 1. MERGER. In the merger (the "Merger"), Newsub would be merged with and into Fort Bend, which would be the surviving corporation. In the Merger, Fort Bend common stock outstanding would be converted into the right to receive cash, and Millers' shares in Newsub would be converted into shares of Fort Bend. As a result of the Merger, Fort Bend would become a wholly-owned subsidiary of Millers. 2. Millers anticipates a value of from $28 to $32 per share to Fort Bend Stock holders in the Merger. 3. MERGER AGREEMENT. The Merger will be subject to the terms and conditions of a definitive merger agreement (the "Agreement") to be negotiated between the parties. The Agreement will include: a. customary representations and warranties on behalf of Millers, Fort Bend and Newsub. b. customary closing conditions, including any necessary stockholder approvals, the absence of any material adverse changes or of any material breach of any representation, warranty or covenant, and compliance with applicable regulatory requirements, including applicable federal and state banking or savings and loan regulatory requirements, state insurance regulatory requirements, and filing and waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. c. satisfactory completion by Millers of all due diligence activities with respect to Fort Bend and its subsidiaries. 4. CLOSING. The closing shall take place as soon as practicable after the receipt of all required stockholder and regulatory approvals. 5. BUSINESS. Between the date of this Letter of Intent and the execution of the Agreement, Fort Bend and its subsidiaries will conduct their business and affairs only in the ordinary and usual course of business, and shall not declare or pay any dividends, issue any securities, or change their Certificate of Incorporation or Bylaws, unless mutually agreed to. 6. INFORMATION AND INSPECTION. Between the date of this Letter of Intent and the execution of the Agreement, Fort Bend shall cooperate fully and will provide Millers with access to all records and other information concerning the business and operations of Fort Bend and its subsidiaries. 7. CONFIDENTIALITY. Neither Fort Bend nor Millers shall disclose to third parties any data or information obtained during the course of the review contemplated by this Letter of Intent until such time as such information is otherwise publicly available, except to their financial advisors, lawyers and accountants and except as may be required by law. 8. EXCLUSIVE NEGOTIATION. The parties shall negotiate in good faith and use their best efforts to execute and deliver the Agreement as soon as practicable. Until May 31, 1998 or the execution and delivery of the Agreement, whichever is the sooner to occur, Fort Bend will not enter into any agreement, understanding, or negotiation with any third party relating to a merger, or the sale of capital stock or assets of Fort Bend or its subsidiaries without notifying Millers at the onset of such negotiation, and prior to entering into any agreement or understanding, disclosing the terms of the proposed transaction to Millers and allowing Millers to make a counteroffer. If such a transaction occurs, Fort Bend agrees to pay all of Millers' fees and expenses (including financial advisory and legal fees and expenses) incurred by Millers to the date of such notification. 9. EXPENSES. Except as provided in paragraph 8, each party hereto will be responsible for its own costs and expenses incurred by it with respect to the transactions contemplated herein and all investigations, appraisals, inspections and proceedings in connection therewith, including fees and expenses of attorneys, accountants, appraisers, bankers and other third parties for which such party has contracted. 10. BROKERS. Neither Fort Bend nor Millers shall authorize any person or entity, to act as a broker or finder or in any similar capacity in connection with the Merger in such a manner as to give rise to valid claims against Fort Bend or Millers for any broker's or finder's fees or similar fees or expenses. 11. TERMINATION. This Letter of Intent notwithstanding, if the Agreement is not executed on or before May 31, 1998, either party hereto may thereafter abandon the Merger provided for herein and the covenants made herein (other than the covenants set forth in paragraphs 7 and 9 and the last sentence of paragraph 8) without liability of such party to the other party. 12. NOT A BINDING AGREEMENT. The Merger is subject to the satisfaction of all of the conditions contained herein; notwithstanding the foregoing, this Letter of Intent constitutes a binding agreement of the parties as to paragraphs 7, 8, 9 and 10 hereof. If the foregoing proposal is acceptable to Fort Bend, we request that Fort Bend indicate its approval by signing this letter where indicated below and returning it to the undersigned by fax at (817) 348-3765. We believe that time is of the essence with respect to this matter. Accordingly, we request that Fort Bend respond no later than 12:00 noon Fort Worth, Texas time, on March 20, 1998 at which time the proposal will expire unless previously accepted. Millers would be prepared to commence due diligence activities on March 23, 1998. We look forward to hearing from you. Sincerely yours, THE MILLERS MUTUAL FIRE INSURANCE COMPANY By: ----------------------------------- Name: --------------------------------- Title: --------------------------------- ACCEPTED and AGREED to this day of March, 1998. - ------ FORT BEND HOLDING CORP. By: ----------------------------------- Name: --------------------------------- Title: --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----