-----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, GInvfPce+bzCBX1qnX1LAIYxwZDm6h/19lcUb5k/n/tWyjma3PZHCeXpYD+7cIQv iOq+SK9B5f4m9PcHRyz/6Q== 0000950129-98-004543.txt : 19981110 0000950129-98-004543.hdr.sgml : 19981110 ACCESSION NUMBER: 0000950129-98-004543 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981109 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 SEC ACT: SEC FILE NUMBER: 005-48047 FILM NUMBER: 98740584 BUSINESS ADDRESS: STREET 1: 3400 AVENUE H CITY: ROSENBERG STATE: TX ZIP: 77471 BUSINESS PHONE: 7133425571 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODLANDS LAND DEVELOPMENT CO L P CENTRAL INDEX KEY: 0001073207 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760543943 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WOODLANDS CORP STREET 2: 2201 TIMBERLOCH PLACE CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2817196100 MAIL ADDRESS: STREET 1: C/O WOODLANDS CORP STREET 2: 2201 TIMBERLOCH PLACE CITY: WOODLANDS STATE: TX ZIP: 77380 SC 13D 1 THE WOODLANDS LAND DEVELOPMENT COMPANY, L.P. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Fort Bend Holding Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 346824-10-S ------------------------------------------- (CUSIP Number) Michael H. Richmond President and CEO The Woodlands Land Development Company, L.P. 2201 Timberloch Place The Woodlands, Texas 77381 (281) 719-6139 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ----------------- (1) 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the 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. 2 CUSIP NO. 34824-10-S 13D PAGE 2 OF 6 - --------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IRS. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Woodlands Land Development Company, L.P.; #76-0543943 - --------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - --------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - --------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - --------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - --------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 110,000 (1) NUMBER OF -------------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -------------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 110,000 (1) -------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,000 (1) - --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% - --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------------------------------------------------------------------------------------------------------------------
- -------- (1) The Woodlands Land Development Company, L.P., holds an option, which becomes exercisable on January 2, 1999, to convert its interest in Mitchell Mortgage Company L.L.C. into approximately 110,000 shares of Fort Bend Common Stock, based upon the current value of such interest. 3 CUSIP NO. 34824-10-S 13D PAGE 3 OF 6 Item 1. Security and Issuer. This statement relates to the Common Stock, $0.01 par value per share ("Common Stock"), of Fort Bend Holding Corp., a Delaware corporation ("Fort Bend"). The principal executive offices of Fort Bend are located at 3400 Avenue H, Rosenberg, Texas 77471. Item 2. Identity and Background. (a)-(c) This statement is filed on behalf of The Woodlands Land Development Company, L.P. (the "Reporting Person"). The Reporting Person is primarily engaged in the business of land development. The Woodlands Land Company, Inc. ("TWLC") and MS TWC, Inc. ("MSTWC") (MSTWC together with TWLC, the "General Partners") are the sole general partners of the Reporting Person. Each of the General Partners are in the principal business of acting as the Reporting Person's general partner. The business address of the Reporting Person is 2201 Timberloch Place, The Woodlands, Texas 77381. The business address of TWLC is 306 West 7th Street, Suite 1025, Fort Worth, Texas 76102. The business address of MSTWC is 1585 Broadway, 37th Floor, New York, NY 10036. (d) During the last five years, neither the Reporting Person nor the General Partners have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor the General Partners have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which, was or is to subject either the Reporting Person or the General Partners to a 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. (f) The Reporting Person is a limited partnership organized under the laws of the State of Texas. Each of the General Partners is a corporation organized under the laws of the State of Texas. Item 3. Source and Amounts of Funds or Other Consideration. Pursuant to a letter agreement, dated January 1, 1997 (the "Letter Agreement"), the Reporting Person's 49% ownership interest in Mitchell Mortgage Company L.L.C. ("New Mitchell"), a 51% owned subsidiary of Fort Bend Federal Savings and Loan Association of Rosenberg (a wholly owned subsidiary of Fort Bend), became convertible (at the Reporting Person's option) in whole, but not in part, at any time between January 2, 1999 and January 2, 2002 4 CUSIP NO. 34824-10-S 13D PAGE 4 OF 6 into shares of Common Stock of Fort Bend, at a conversion rate of 41.152 shares of Common Stock for each $1,000 of value of the Reporting Person's ownership interest in New Mitchell (the "Conversion Right"). The Reporting Person's interest in New Mitchell is currently valued at approximately $2,673,163, which is convertible into 110,000 shares of Common Stock. The terms of the Letter Agreement limit the number of shares of Common Stock that the Reporting Person may receive upon exercise of the Conversion Right to 9.9% of the outstanding Common Stock. To the extent the Reporting Person's interest in New Mitchell would be convertible into shares of Common Stock in excess of 9.9% of the outstanding Common Stock, Fort Bend will pay such excess to the Reporting Person in cash, based upon the book value of the Reporting Person's interest in New Mitchell. Item 4. Purpose of Transaction. The Reporting Person acquired the Conversion Right for investment purposes, and the Reporting Person intends to review continuously and monitor its investment in Fort Bend. The Reporting Person has the right under the Letter Agreement, with certain limitations, to cause Fort Bend to register the shares of Common Stock issuable upon exercise of the Conversion Right for sale or distribution pursuant to the Securities Act of 1933, as amended ("Securities Act"). The Reporting Person has no current intention to transfer or otherwise dispose of the Conversion Right or the underlying shares of Common Stock, except in connection with the proposed merger of Fort Bend with Southwest Bancorporation of Texas, Inc. pursuant to that certain Agreement and Plan of Merger dated October 20, 1998. Except as otherwise set forth above, the Reporting Person has no plans or proposals which relate to or would result in any of the matters or transactions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on November 2, 1998, the Reporting Person beneficially owned (within the meaning of Rule 13d-3(d)(1)) 110,000 shares of Common Stock of Fort Bend, which constitute approximately 5.6% of the issued and outstanding shares of Common Stock (as calculated in accordance with such Rule), based upon 1,866,304 shares issued and outstanding (as represented in Fort Bend's Current Report on Form 8-K filed October 23, 1998). The number of shares of Common Stock that the Reporting Person will beneficially own in the future will automatically increase or decrease as the value of the Reporting Person's interest in New Mitchell increases or decreases. (b) The Reporting Person does not have the power to vote or direct the vote of, or the power to dispose or direct the disposition of, shares of Common Stock unless or until the Reporting Person exercises the Conversion Right. Upon such exercise, the Reporting Person will have the sole power to vote and dispose of the shares of Common Stock received upon such exercise. 5 CUSIP NO. 34824-10-S 13D PAGE 5 OF 6 (c) Neither the Reporting Person nor the General Partners have purchased or sold shares of the Common Stock during the past sixty (60) days. (d) No other person has the right or the power to direct the receipt of dividends or the proceeds from the sale of the securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Letter Agreement, dated January 1, 1997, by and among The Woodlands Corporation, Mitchell Mortgage Company, Fort Bend Holding Corp. and Fort Bend Savings and Loan Association of Rosenberg provides, among other things, for the exchange of the Reporting Person's interest in New Mitchell for shares of Fort Bend Common Stock and certain piggyback registration rights relating to the shares of Fort Bend Common Stock receivable upon the exercise of the Conversion Right. The Reporting Person is the successor in interest to The Woodlands Corporation and Mitchell Mortgage Company. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other person with respect to any shares of Common Stock of Fort Bend of the character described in Item 6 of Schedule 13D. Item 7. Material to be Filed as Exhibits. 1. Letter Agreement, dated January 1, 1997, by and among The Woodlands Corporation, Mitchell Mortgage Company, Fort Bend Holding Corp. and Fort Bend Federal Savings and Loan Association of Rosenberg. 6 CUSIP NO. 34824-10-S 13D PAGE 6 OF 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. November 9, 1998 THE WOODLANDS LAND DEVELOPMENT COMPANY, L.P. By: The Woodlands Operating Company, L.P., its authorized agent By: /s/ MICHAEL H. RICHMOND ------------------------------------ Michael H. Richmond, President and CEO EX-99.1 2 LETTER AGREEMENT DATED 1/1/97 1 January 1, 1997 Mitchell Mortgage Company The Woodlands Corporation c/o Michael Richmond The Woodlands Corporation 2201 Timberloch Place The Woodlands, Texas 77380 Dear Sirs: In connection with the Agreement (the "Agreement") dated as of October 31, 1996 by and among The Woodlands Corporation ("The Woodlands"), Mitchell Mortgage Company ("Mitchell Mortgage") and Fort Bend Federal Savings and Loan Association of Rosenberg ("Fort Bend"), and the transactions contemplated thereby, this Transaction Letter Agreement (the "Letter") is to set out various agreements and clarifications regarding the matters discussed herein, and is intended to be fully binding. 1. All capitalized terms used without definition in this Letter shall have the meaning set forth in the Agreement. 2. Mitchell Mortgage agrees to provide to New Mitchell an amount equal to $78,000 as transitional costs related to the new entity. This amount shall be deemed to be a net adjustment to the purchase price set forth in the Agreement. 3. (a) Fort Bend and Mitchell Mortgage hereby agree that Mitchell Mortgage's ownership interest in New Mitchell will be convertible in whole, but not in part, (beginning on the second anniversary of its formation and ending on the fifth anniversary of its formation into common stock of Fort Bend Holding Corp. ("FBHC"), the parent of Fort Bend, at a conversion rate of 41.152 shares of FBHC common stock for each $1,000 of ownership interest in New Mitchell (equivalent to a conversion price of $24.30 per share), subject to adjustment in certain events as set forth below. The right to convert will terminate at the close of business on the fifth anniversary of New Mitchell's formation and will expire if not exercised prior to that time. In the event Mitchell Mortgage elects to convert its ownership interest in New Mitchell into common stock of FBHC, FBHC will issue shares of its common stock to Mitchell Mortgage, based on the above stated conversion rate, in an amount up to 9.9% of the outstanding common stock of FBHC. In the event that Mitchell Mortgage's ownership interest in New Mitchell should convert to an amount of FBHC common stock which exceeds 9.9% of the outstanding common stock of FBHC (after taking into account the shares being issued to Mitchell Mortgage), such excess will be paid to Mitchell Mortgage in cash in an amount equal to the book value of such remaining ownership interest in New Mitchell after taking into account the value of the 9.9% of the FBHC common stock being issued as a result of the conversion. 2 Mitchell Mortgage Company The Woodlands Corporation January 1, 1997 Page 2 The conversion price will be subject to adjustment upon the occurrence of certain events, including: (i) dividends (and other distributions) payable in common stock on any class of capital stock of FBHC, (ii) the issuance to all holders of FBHC common stock of rights, warrants or options entitling them to subscribe for or purchase common stock at less than the market price at the time of issuance, (iii) subdivisions, combinations or reclassifications of FBHC common stock, (iv) distributions to all holders of FBHC common stock of evidences of indebtedness or assets (including securities, but excluding those dividends, rights, warrants, options and distributions referred to above and dividends and distributions paid exclusively in cash) of FBHC, (v) distributions consisting exclusively of cash (excluding any cash portion of distributions referred to in (iv) above or cash distributed upon a merger or consolidation of FBHC) to all holders of common stock in an aggregate amount that, combined together with (x) all other such all-cash distributions made within the preceding 12 months in respect of which no adjustment has been made and (y) the aggregate of any cash and the fair market value of other consideration payable in respect of any tender offer by FBHC or any of its subsidiaries for FBHC common stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 10% of FBHC's market capitalization (being the product of the current market price of the FBHC common stock on the date of determination of holders of shares of FBHC common stock entitled to receive such distribution times the number of shares of FBHC common stock then outstanding) on the record date for such distribution, and (vi) the purchase of FBHC common stock pursuant to a tender offer made by FBHC or any of its subsidiaries which involves an aggregate consideration that, together with (x) the aggregate of any cash and the fair market value of consideration payable in any other tender offer by FBHC or any of its subsidiaries for FBHC common stock expiring within the 12 months preceding such tender offer in respect of which no adjustment had been made and (y) the aggregate amount of any such all-cash distributions referred to in (v) above to all holders of FBHC common stock within the 12 months preceding the expiration of such tender offer in respect of which no adjustments have been made, exceeds 10% of FBHC's market capitalization on the expiration of such tender offer. In no event will any adjustment of the conversion price be required to be made until cumulative adjustments amount to 1% or more of the conversion price as last adjusted. (b) Piggyback Rights. (i) If FBHC at any time proposes to file on its behalf and/or on behalf of nay other of its security holders a registration statement under the Securities Act of 1933, as amended on Form S-1, S-2 or S-3 (or on any other form for the general registration of securities to be sold for cash other than with respect to employee stock option plans, employee incentive plan or other similar employee plans with respect to which a registration statement or form is filed) with respect to its common stock or other securities convertible into, or exchangeable for its common stock, FBHC shall give written notice (the "FBHC Notice") to Mitchell Mortgage at least 30 days prior to the filing with the SEC of such registration statement and such notice shall set forth the intended method of disposition of the securities proposed to be registered. Mitchell Mortgage shall have the right, upon giving written notice to FBHC within 20 days of receipt of the FBHC Notice and subject to the provisions of this Section 3, to request that FBHC include in such registration the number of shares of FBHC common stock owned by Mitchell Mortgage indicated in such notice to the extent required to permit the disposition of such shares in accordance with the intended method of disposition set out in the FBHC Notice. 3 Mitchell Mortgage Company The Woodlands Corporation January 1, 1997 Page 3 (ii) With respect to any registration statement referred to in subsection (i) of this Section 3(b), FBHC shall include in such registration statement any shares of common stock so requested to be included by Mitchell Mortgage, provided that if the underwriters (or any managing underwriter) shall advise FBHC in writing that, in their reasonable opinion and in good faith, the distribution of the FBHC shares requested to be included in such registration statement together with all other shares of FBHC common stock or other equity securities being registered would materially adversely affect the distribution of the securities to be offered solely for the account of FBHC, then Mitchell Mortgage shall be entitled to participate in the registration, on a pro rata basis, up to an amount whereby the underwriters or managing underwriter may advise in good faith that such registration will not materially adversely affect the distribution of securities to be offered solely for the account of FBHC. With respect to all registrations referred to in this Section 3(b): (A) If, at any time after giving written notice of its intention to register common stock and prior to the effective date of such registration statement filed in connection with such registration, FBHC shall determine for any reason not to register such securities, FBHC may, at its election, give written notice of such determination to Mitchell Mortgage, and, thereupon, shall be relieved of its obligation to register any of its common stock in connection whit such registration; and (B) if such registration involved an underwritten offering, Mitchell Mortgage must sell its shares to the underwriter selected by FBHC on the same terms and conditions as applied to FBHC. (C) The pro rata cost of registering and selling Mitchell Mortgage's shares shall be borne by Mitchell Mortgage. (c) Notwithstanding the time frame for Mitchell Mortgage's right to convert its ownership interest in new Mitchell into common stock of FBHC set forth in Section 3(a) hereof, such right shall accelerate immediately upon a "change in control" of FBHC. A "change in control" means (i) a merger, consolidation or sale of all or substantially all of the assets of FBHC, or (ii) a change in control of a nature that would be required to be reported in response to Item I of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Under no circumstances, however, will the right to convert extend beyond the fifth anniversary date of the formation of New Mitchell. 4. New Mitchell will reimburse Mitchell Mortgage for the interest expense on the outstanding balance of the Bank One, Texas, National Association line of credit for January 1, 1997. 4 Mitchell Mortgage Company The Woodlands Corporation January 1, 1997 Page 4 5. The Woodlands agrees to participate in the outstanding principal balance of that certain commercial loan made by Mitchell Mortgage to A.K. Interests - Remington, L.P. on December 20, 1996 in the original principal amount of $3,260,000 (which loan will be part of the Assets Transferred to New Mitchell); provided, however, The Woodlands' participation shall be limited to the amount that the balance of such commercial loan exceeds Fort Bend's, and consequently New Mitchell's, lending limit of $2,800,000 per loan. 6. The provisions of this Letter shall cease and terminate upon a proper termination of the Agreement in accordance with its terms. 7. FBHC has executed this Letter for the purpose of agreeing to the provisions of this document that relate to it. 8. This Letter is contemporaneously executed with the Operating Agreement which is a part of the Agreement. If the foregoing correctly states our agreements, please execute and return a copy of this Letter acknowledging your acceptance and agreement to the terms hereof. FORT BEND FEDERAL SAVINGS AND LOAN ASSOCIATION OF ROSENBERG By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ FORT BEND HOLDING CORP. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ THE WOODLANDS CORPORATION By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ MITCHELL MORTGAGE COMPANY By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----