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)
August 16, 1996
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) No.)
3400 Avenue H, Rosenberg, Texas 77471
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 342-5571
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 16, 1996, Fort Bend Holding Corp. ("Fort Bend"), a Delaware
corporation and the holding company for Fort Bend Federal Savings and Loan
Association of Rosenberg (the "Association"), issued the press release included
as Exhibit 99.1 to this Report and incorporated by reference herein announcing
the completion on August 16, 1996 of Fort Bend's acquisition of FirstBanc
Savings Association of Texas, Inc. ("FirstBanc"). The acquisition was effected
through the merger of FirstBanc with and into the Association, with the
Association being the surviving corporation and remaining a wholly owned
subsidiary of Fort Bend (the "Merger"). The Merger was consummated pursuant to
an Agreement and Plan of Merger, dated as of May 10, 1996, by and among Fort
Bend, the Association and FirstBanc. A copy of the Merger Agreement is included
as Exhibit 2 to this Report and is incorporated by reference herein.
Each holder of the common stock of FirstBanc, par value $5.00 per share
("FirstBanc Common Stock"), will receive $13.8625 in cash for each share of
FirstBanc Common Stock held, subject to certain adjustments as set forth in the
Merger Agreement. Based on the 300,000 outstanding shares of FirstBanc Common
Stock the total consideration paid by Fort Bend was approximately $4.2 million
in cash. Fort Bend financed the acquisition of FirstBanc with existing cash.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
It is impracticable, as of the date hereof, to provide the
financial statements required by Form 8-K. Such financial statements will be
filed under cover of Form 8-K/A as soon as practicable, but in any event not
later than October 28, 1996.
(b) Pro forma financial information.
It is impracticable, as of the date hereof, to provide the pro
forma financial information required by Form 8-K. Such pro forma financial
information will be filed under cover of Form 8-K/A as soon as practicable, but
in any event not later than October 28, 1996.
(c) Exhibits.
2 Agreement and Plan of Merger, dated as of May 10, 1996, by and
among Fort Bend, the Association and FirstBanc.
99 Press Release of Fort Bend, dated August 16, 1996.
2
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 hereunto duly authorized.
FORT BEND HOLDING CORP.
Date: August 30, 1996 By: /s/ LANE WARD
-----------------------
Lane Ward
President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- ----------
2 Agreement and Plan of Merger,
dated as of May 10, 1996, by and
among Fort Bend, the Association
and FirstBanc.
99 Press release of Fort Bend, dated
August 16, 1996