-----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, K6VBdpuZdE7bruyNt77MeGW8jzDTO8W0/j8dQ935b0IkqqRVbL9uDBrMfMoC91gu p3vmCBhPHT5HqymvCy8XNA== 0001021408-99-000076.txt : 19990126 0001021408-99-000076.hdr.sgml : 19990126 ACCESSION NUMBER: 0001021408-99-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990125 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: 99512233 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) January 25, 1999 FORT BEND HOLDING CORP. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 0-21328 76-0391720 - -------------------------------------------------------------------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification incorporation) Number) 3400 AVENUE H, ROSENBERG, TEXAS 77471-3808 - -------------------------------------------------------------------------------- (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code: (281) 342-5571 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Items 5. Other Events - -------- ------------ On January 25, 1999 the Registrant issued a press release announcing the Holding Corp.'s third quarter fiscal 1999 earnings release. 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 Press release dated January 25, 1999 announcing Fort Bend Holding Corp. third quarter fiscal 1999 earnings release 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 HOLDINS CORP. Date: January 25, 1999 BY: /s/ Lane Ward ------------------------------ Lane Ward Vice Chairman, President and Chief Executive Officer 4 EX-99 2 PRESS RELEASE For Immediate Release For more information, contact: Date: January 25, 1999 Lane Ward, Vice Chairman, President and CEO at (281) 342-5571 FORT BEND HOLDING CORP.'S THIRD 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 $383,000, or $0.18 earnings per common share, for the third fiscal quarter ended December 31, 1998. This compares to net earnings of $492,000, or $0.30 earnings per common share, for the same quarter in fiscal 1998. Net income for the nine months ended December 31, 1998 was $1,487,000, or $0.78 earnings per common share. This compares to net earnings of $1,514,000, or $0.91 earnings per common share, for the nine months ended December 31, 1997. Earnings per common share - assuming dilution for the nine months ended December 31, 1998 and 1997 was $0.63 and $0.71, respectively. Lane Ward, Vice Chairman, stated that the Board of Directors has announced that FBHC will pay a quarterly cash dividend of $0.10 per share payable on February 12, 1999 to shareholders of record on February 1, 1999. This is FBHC's twenty-first consecutive quarterly cash dividend. FBHC's net interest income after provision for loan losses was $2.6 million for the quarter ended December 31, 1998 compared to $2.3 million for the quarter ended December 31, 1997. Net interest income reflected an increase in average interest-earnings assets to $301 million from $289 million for the quarters ended December 31, 1998 and 1997, respectively. An increase of $33 million in the average balance of loans receivable and $4 million in investments, partially offset by a decrease of $25 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 $25 million in the loan portfolio of FBF's subsidiary Mitchell Mortgage Company, L.L.C. ("Mitchell"). Total noninterest income decreased by $357,000 for the quarter ended December 31, 1998 compared to the same period in fiscal 1998. This decrease was primarily due to a decrease in loan servicing income, net of amortization, of $253,000. This decrease is primarily caused by an increase in the amortization of mortgage servicing rights of $217,000. This increase in amortization is the result of increased run off in the loan servicing portfolio due to refinancings caused by the current favorable interest rate environment. Gain on sales of loans decreased $92,000 which primarily reflected less favorable pricing in the secondary market during the quarter. Noninterest expenses increased $214,000 for the quarter ended December 31, 1998 compared to the same period in fiscal 1998. This increase was primarily due to an increase in compensation and benefits of $106,000. 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. Office occupancy and equipment increased $73,000 primarily due to increased depreciation related to the upgrading of computer and telephone systems in fiscal 1998 and 1999. Page 1 of 2 For Immediate Release Date: January 25, 1999 FORT BEND HOLDING CORP.'S THIRD QUARTER FISCAL 1999 EARNINGS RELEASE Page 2 of 2 On October 20, 1998, FBHC signed a definitive agreement to merge with Southwest Bancorporation of Texas, Inc. ("SWBT"). The transaction is structured as a tax-free reorganization with a fixed exchange of 1.45 shares of SWBT common stock for each share of FBHC common stock and convertible equivalents. At SWBT's closing stock price of $15 1/8 on January 20, 1999, the transaction would be valued at approximately $66 million, and FBHC shareholders would receive a value of $21.93 for each share of FBHC common stock. 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 Stock Market under the symbol "FBHC". This press release includes forward-looking statements that are subject to risks and uncertainties. Actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Securities and Exchange Commission filings of FBHC. FORT BEND HOLDING CORP. CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
ASSETS DECEMBER 31, 1998 MARCH 31, 1998 Cash and due from banks $ 10,006 $ 6,260 Short-term investments 29,636 20,484 Certificates of deposit 400 300 ----------------- -------------- TOTAL CASH AND CASH EQUIVALENTS 40,042 27,044 Investment securities available for sale, at market 2,549 2,962 Investment securities held to maturity (estimated market value of $6,076 and $8,984 at December 31, 1998 and March 31, 1998, respectively) 6,248 9,244 Mortgage-backed securities available for sale, at market 211 282 Mortgage-backed securities held to maturity (estimated market value of $61,299 and $83,222 at December 31, 1998 and March 31, 1998, respectively) 60,869 82,815 Loans held for sale 15,310 12,920 Loans receivable, net 172,832 160,062 Premises and equipment, net 4,615 4,738 Mortgage servicing rights, net 7,044 7,603 Prepaid expenses and other assets 5,964 7,680 Goodwill, net 1,186 1,256 ----------------- -------------- TOTAL ASSETS $ 316,870 $ 316,606 ================= ============== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 270,076 $ 268,991 Convertible subordinated debentures -- 11,405 Borrowings 4,362 3,985 Advances from borrowers for taxes and insurance 2,806 4,619 Accounts payable, accrued expenses and other liabilities 3,302 3,646 ----------------- -------------- TOTAL LIABILITIES 280,546 292,646 ----------------- -------------- Minority interest in consolidated subsidiary 2,722 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, 2,963,165 shares issued and 2,786,817 shares outstanding at December 31, 1998 and 1,899,654 shares issued and 1,723,306 shares outstanding at March 31, 1998 30 19 Additional paid-in capital 21,138 9,927 Unearned employee stock ownership plan shares (39) (118) Deferred compensation (113) (83) Accumulated other comprehensive income 1 7 Retained earnings (substantially restricted) 14,041 13,108 Treasury stock, at cost - 176,348 shares (1,456) (1,456) ----------------- -------------- TOTAL STOCKHOLDERS' EQUITY 33,602 21,404 ----------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 316,870 $ 316,606 ================= ==============
FORT BEND HOLDING CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, 1998 1997 1998 1997 INTEREST INCOME: Loans $ 3,889 $ 3,256 $ 11,528 $ 9,987 Short-term investments 531 495 1,446 1,091 Investment securities 137 195 467 651 Mortgage-backed securities 992 1,459 3,440 4,559 -------- -------- -------- -------- TOTAL INTEREST INCOME 5,549 5,405 16,881 16,288 -------- -------- -------- -------- INTEREST EXPENSE: Deposits 2,776 2,827 8,328 8,282 Borrowings 165 317 729 978 -------- -------- -------- -------- TOTAL INTEREST EXPENSE 2,941 3,144 9,057 9,260 -------- -------- -------- -------- Net interest income before provision for loan losses 2,608 2,261 7,824 7,028 Provision for loan losses 45 -- 135 78 -------- -------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,563 2,261 7,689 6,950 -------- -------- -------- -------- NONINTEREST INCOME: Loan fees and charges 959 951 3,043 2,432 Loan servicing income, net 100 353 505 926 Service charges on deposit accounts 224 232 675 662 Gain on sales of loans 216 308 1,021 562 Other income 136 148 503 464 -------- -------- -------- -------- TOTAL NONINTEREST INCOME 1,635 1,992 5,747 5,046 -------- -------- -------- -------- NONINTEREST EXPENSES: Compensation and benefits 1,883 1,777 5,890 5,004 Employee stock ownership plan expense 206 194 349 519 Office occupancy and equipment 521 448 1,507 1,331 Federal insurance premiums 40 43 126 124 Data processing fees 184 151 521 408 Other expense 720 727 2,340 1,948 -------- -------- -------- -------- TOTAL NONINTEREST EXPENSES 3,554 3,340 10,733 9,334 -------- -------- -------- -------- Income before income tax and minority interest 644 913 2,703 2,662 Income tax provision 212 264 879 811 -------- -------- -------- -------- Income before minority interest 432 649 1,824 1,851 Minority interest in net income of subsidiary 49 157 337 337 -------- -------- -------- -------- Net income $ 383 $ 492 $ 1,487 $ 1,514 ======== ======== ======== ======== Earnings per common share $ 0.18 $ 0.30 $ 0.78 $ 0.91 ======== ======== ======== ======== Earnings per common share- assuming dilution $ 0.15 $ 0.23 $ 0.63 $ 0.71 ======== ======== ======== ======== Dividends per common share $ 0.10 $ 0.10 $ 0.30 $ 0.185 ======== ======== ======== ========
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