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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) -- OCTOBER 20, 1998
FORT BEND HOLDING CORP.
(Name of Registrant as specified in its charter)
DELAWARE 0-21328 76-0391720
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
3400 AVENUE H
ROSENBERG, TEXAS 77471-3808
(281) 342-5571
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
After the close of business on October 20, 1998, Southwest Bancorporation
of Texas, Inc. ("Southwest") executed a definitive Agreement and Plan of Merger
with Fort Bend Holding Corp. ("Fort Bend" and the "Company"), providing for the
merger of Fort Bend with and into Southwest. The merger provides that the
shareholders of Fort Bend will receive 1.45 shares of Southwest Common Stock,
$1.00 par value, in exchange for each of their shares of Fort Bend Common Stock,
$.01 par value. The merger is structured as a tax-free reorganization and is
to be accounted for as a pooling-of-interests. It is anticipated that it will
close during the first quarter of 1999, subject to approval of Fort Bend's
shareholders, regulatory approvals and customary closing conditions. The
purpose of this Form 8-K Current Report is to file as exhibits, a copy of the
joint news release dated October 21, 1998 of Southwest and Fort Bend announcing
the execution of the definitive Agreement and Plan of Merger and a copy of the
Agreement and Plan of Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
2.1 - Agreement and Plan of Merger dated October 20, 1998, between
Southwest and Fort Bend Holding Corp.
99.1 - News Release dated October 21, 1998, announcing the
execution of the Agreement and Plan of Merger between
Southwest and Fort Bend Holding Corp.
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: October 22, 1998 By /s/ Lane Ward
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Lane Ward
Vice Chairman, President
and Chief Executive Officer