<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
BANK OF THE OZARKS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PRELIMINARY COPY
[Bank of the Ozarks Logo]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Bank of the Ozarks, Inc., an Arkansas Corporation (the "Company"), to be held
at Embassy Suites, 11301 Financial Center Parkway, Little Rock, Arkansas 72211,
on Tuesday, April 18, 2000 at 1:30 p.m., local time, for the following purposes:
1. To elect eleven (11) directors.
2. To approve an amendment to the Company's Amended and Restated Articles
of Incorporation increasing the amount of the Company's Common Stock,
par value $0.01 per share, that the Company is authorized to issue
from 10,000,000 shares to 25,000,000 shares.
3. To consider and act upon such other business as may properly come
before the meeting and any adjournments or postponements thereof.
Only stockholders of record at the close of business on March 1, 2000 will
be entitled to vote at the 2000 Annual Meeting and any adjournments or
postponements thereof.
The Company's Proxy Statement and a form of proxy are included with this
Notice. The annual report for the year ended December 31, 1999 is also
enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
George Gleason
Chairman of the Board of Directors and
Chief Executive Officer
Little Rock, Arkansas
March 7, 2000
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED
FORM OF PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES
AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF YOUR
PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR SHARES IN
PERSON IF YOU ATTEND THE MEETING.
<PAGE>
[Bank of the Ozarks Logo]
P.O. BOX 8811
LITTLE ROCK, ARKANSAS 72231-8811
____________
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 2000
____________
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy, for use only at the 2000 Annual Meeting of Stockholders
to be held at Embassy Suites, 11301 Financial Center Parkway, Little Rock,
Arkansas 72211, on Tuesday, April 18, 2000 at 1:30 p.m., local time, and any
adjournments or postponements thereof, is solicited on behalf of the Board of
Directors of Bank of the Ozarks, Inc. (the "Company"). Such solicitation is
being made primarily by mail, but may also be made in person or by telephone or
telegraph by officers, directors and regular employees of the Company. All
expenses incurred in the solicitation will be borne by the Company.
Any stockholder executing a proxy retains the right to revoke it at any
time prior to exercise at the 2000 Annual Meeting. A proxy may be revoked at
any time before it is used, upon delivery of written notice to the Secretary of
the Company, by execution and delivery of a later proxy, or by attending the
meeting and voting in person. If not revoked, all properly executed proxies
received will be voted at the meeting in accordance with the terms of the proxy.
The Company knows of no matter to be brought before the meeting other than
those referred to in the accompanying notice of annual meeting. If, however,
any other matters properly come before the meeting, the proxy solicited hereby
confers discretionary authority to the proxies named therein to vote in their
sole discretion with respect to such matters, as well as other matters incident
to the conduct of the meeting.
This proxy material is first being mailed to stockholders on or about March
7, 2000.
<PAGE>
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has selected March 1, 2000 as the record date (the
"Record Date") for the 2000 Annual Meeting. Only those stockholders of record
as of the close of business on the Record Date are entitled to notice of and to
vote at the 2000 Annual Meeting. At the close of business on the Record Date,
there were 3,779,555 shares of common stock, $0.01 par value per share (the
"Common Stock"), issued and outstanding. At the meeting, each stockholder will
be entitled to one vote, in person or by proxy, for each share of Common Stock
owned of record as of the close of business on the Record Date. Votes will be
tabulated by inspectors of election appointed by the Company's Board of
Directors. The stock transfer books of the Company will not be closed.
With respect to Proposal 1 - Election of Directors, the enclosed form of
proxy provides a method for stockholders to withhold authority to vote for any
one or more of the nominees for the Board of Directors while still granting
authority to the proxy to vote for the remaining nominees. The names of all
nominees are listed on the proxy card. To grant the proxy authority to vote for
all nominees, check the box marked "FOR ALL NOMINEES." To withhold authority to
vote for all nominees, check the box marked "WITHHOLD." To withhold authority
to vote for any individual nominee(s), mark the "FOR ALL EXCEPT" box and strike
a line through that nominee(s)' name. By checking the box marked "WITHHOLD,"
shares will not be counted as votes cast, but will be counted as present at the
meeting for the purpose of calculating whether a quorum exists. Provided a
quorum is present, the affirmative vote of a plurality of the votes cast at the
meeting is required for election of each nominee to the Board of Directors.
Stockholders may not cumulate their votes with respect to the election of
directors. IF NO VOTING INSTRUCTIONS ARE INDICATED ON THE PROXY CARD, SHARES
OF COMMON STOCK WILL BE VOTED FOR THE ELECTION OF THE NOMINEES. Broker "non-
votes" (as defined below) are not relevant to the determination of a quorum or
whether the proposal to elect directors has been approved.
With respect to Proposal 2 - Increase in Authorized Shares of Common Stock,
the enclosed form of proxy provides a method for stockholders to vote for the
proposal, vote against the proposal or to abstain from voting. By abstaining,
shares will not be voted either for or against the proposal, but will be counted
for quorum purposes. While there may be instances in which a shareholder will
wish to abstain, the Board of Directors encourages all stockholders to vote
their shares in their best judgment and to participate in the voting process to
the fullest extent possible. Provided a quorum is present, a majority of the
votes entitled to be cast at the meeting is required to approve Proposal 2. IF
NO VOTING INSTRUCTIONS ARE INDICATED ON THE PROXY CARD, SHARES OF COMMON STOCK
WILL BE VOTED FOR PROPOSAL 2. Brokers who hold shares in street name for
customers who are beneficial owners of such shares are prohibited from giving a
proxy to vote such customers' shares on non-routine matters in the absence of
specific instructions from such customers. This is commonly referred to as a
"broker non-vote." Broker non-votes with respect to Proposal 2 will be treated
in the same manner as abstentions for quorum and voting purposes (i.e. as a vote
against Proposal 2).
-2-
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is comprised of one class of directors,
elected annually. Each director serves a term of one year or until his or her
successor is duly elected or qualified. The number of directors has been set at
eleven for the ensuing year. The Board of Directors has the power to fix or
change the number of directors by resolution and without any further action of
the stockholders in accordance with the Company's bylaws. The Company's Amended
and Restated Articles of Incorporation contains a provision that allows the
Board of Directors, by resolution and without any further action by the
stockholders, to classify or stagger the board into two or three groups, as
equal in number as possible, with the terms of office of such directors
contained in each group expiring one, two or three years after their election to
the Board, as applicable. The existence of such provision could result in the
nominees described below being elected for terms greater than one year.
The following slate of nominees has been chosen by the Board of Directors
and each nominee has consented to being named in this Proxy Statement and to
serve if elected. If a Nominee should for any reason become unavailable for
election, proxies may be voted with discretionary authority by the proxy holder
for a substitute designated by the Board.
Certain information for each nominee is set forth below.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
NOMINEE. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS
SPECIFY A CONTRARY CHOICE IN THEIR PROXIES.
NOMINEES FOR ELECTION AS DIRECTORS
George Gleason, age 46; Chairman and Chief Executive Officer. Mr. Gleason
has served the Company or one of its bank subsidiaries as Chairman, Chief
Executive Officer and/or President since 1979. He holds a B.A. in Business and
Economics from Hendrix College and a J.D. from the University of Arkansas.
James Patridge, age 49; Vice Chairman since 1997. From 1985 to 1997, Mr.
Patridge served as Executive Vice President with NationsBank, N.A. (formerly
Boatmen's Arkansas, Inc. and Worthen Banking Corporation). Mr. Patridge holds a
B.S.B.A. from the University of Arkansas, an M.S. in Finance from Memphis State
University and a J.D. from Oklahoma City University.
Mark Ross, age 44; President. Mr. Ross has served as President since 1986
and in various capacities for one of the bank subsidiaries since 1980. He was
elected as a director of the Company in 1992. Mr. Ross holds a B.A. in Business
Administration from Hendrix College.
Jerry Davis, age 60; Director since December 1998. Mr. Davis is Chairman,
President and Chief Executive Officer for Affiliated Foods Southwest, Inc., a
wholesale grocery operation located in Little Rock, Arkansas.
-3-
<PAGE>
C. E. Dougan, age 53; Director since July 1997. Mr. Dougan is co-owner of
Mooney-Dougan, Inc., which is engaged in residential real estate development,
construction and investments. Prior to 1997, Mr. Dougan served 12 years as
President and Chief Executive Officer of Mercantile Bank of Crawford County
(formerly Peoples Bank & Trust Company of Van Buren and First National Bank of
Crawford County). Mr. Dougan has also served as a director of one of the bank
subsidiaries since February 1997.
Robert East, age 52; Director since July 1997. Mr. East is Chairman and
President of Robert East Company, an investment company, Chairman and Chief
Executive Officer of East-Harding, Inc., a general contracting firm, and Partner
and Treasurer of AMO Electrical Company, a distributor of electrical supplies.
He is also a partner or owner of numerous real estate projects and other
investments. Mr. East holds a B.A. in Finance and Administration from the
University of Arkansas.
Linda Gleason, age 45; Director since 1987. From 1992 to 1996, Ms. Gleason
served as the Company's Deputy Chief Executive Officer and Assistant Secretary.
She has attended Arkansas State University and the University of Arkansas at
Little Rock.
Porter Hillard, age 68; Director since July 1997. Mr. Hillard is a retired
owner and operator of various agricultural businesses since 1957. He has owned,
operated or managed various purebred and commercial cattle operations, a turkey
hatchery, feed mills, turkey grow-out operations and other businesses. Mr.
Hillard has also served as a director of one of the bank subsidiaries since
1967. He holds a B.S. in Agriculture from the University of Arkansas.
Henry Mariani, age 61; Director since July 1997. Mr. Mariani is Chairman
and Chief Executive Officer of Nite Lite Company, a manufacturing, wholesale and
retail mail order operation which specializes in hunting equipment and supplies.
He holds a B.S. in Finance from Penn State University and is a C.P.A.
R. L. Qualls, age 66; Director since July 1997. Dr. Qualls is Vice
Chairman of Baldor Electric Company, a marketer, designer and manufacturer of
electric motors based in Fort Smith, Arkansas. From 1993 to 1998 he served as
Chief Executive Officer of Baldor. Dr. Qualls holds a B.A. and M.S. in
Economics from Mississippi State University and completed his doctoral work at
Louisiana State University.
Kennith Smith, age 68; Director since July 1997. Mr. Smith is retired and
previously served as the owner and operator of Smith Cattle Farm from 1984 until
his retirement in 1993. Prior to that time he was the co-owner of Mulberry
Lumber Company. Mr. Smith has also served as a director of one of the bank
subsidiaries since 1977.
Linda Gleason is the wife of George Gleason. Except for the foregoing, no
family relationships exist among any of the above named persons. Unless
otherwise indicated, each of the above named persons serves in the same position
with the Company's bank subsidiary.
-4-
<PAGE>
COMMITTEES
During 1999 the Board of Directors met on thirteen occasions. Each of the
nominees for the Board was elected by stockholders at last year's annual
meeting. In 1999 each Director attended at least 75% or more of the total
meetings of the Board and committees of the Board during the period in which he
or she served, except for Mr. Collins who attended 70% of the Board meetings and
Messrs. East, Mariani and Dr. Qualls who attended an aggregate of 70%, 73% and
58%, respectively, of committee meetings. The Company presently does not have a
standing nominating committee, and the Board of Directors nominates persons for
director. In January 2000 Roger Collins informed the Board that for personal
reasons he would not be able to stand for re-election to the Board in 2000. The
Board has not chosen to nominate a replacement for Mr. Collins at this time. The
Board will consider any and all stockholder suggestions for names of nominees to
the Board of Directors for the 2001 Annual Meeting, provided that such
suggestions are made in writing and delivered to the Secretary of the Company on
or before December 1, 2000.
The following is a brief description of the functions of the Company's
committees.
Audit Committee. The Audit Committee met eight times in 1999. The Audit
Committee makes recommendations concerning the engagement of the Company's
independent auditors, reviews the terms of their engagement, reviews the
auditors' report and all related reports and matters, coordinates appropriate
action in response thereto and reviews the adequacy of the Company's internal
controls. The Audit Committee also receives and reviews the periodic reports
and presentations of the loan review and compliance officers and the internal
auditor, provides general oversight and direction for their work, and
coordinates corrective action as appropriate. Roger Collins, as Chairman, Robert
East and Porter Hillard served on the Audit Committee during 1999 until December
when Mr. East was replaced by Mr. Mariani. In 2000, Mr. Mariani, as Chairman,
and Porter Hillard will continue to serve on the Audit Committee, together with
a third independent director who will be appointed by the Board to replace Mr.
Collins following the expiration of his term. None of these individuals are, or
were during or prior to 1999, employed as officers or employees of the Company
or its subsidiaries.
Personnel and Compensation Committee. The Personnel and Compensation
Committee met six times in 1999. The Personnel and Compensation Committee
considers, approves and reviews all salaries and bonuses for officers and
employees, recommends to the Board of Directors the election of officers,
reviews additions and terminations of personnel, oversees administration of the
employee benefit plans and programs, including the Company's stock option plans,
and oversees staff training and educational programs. In 1999, Henry Mariani,
as Chairman, Porter Hillard and Kennith Smith served on the Personnel and
Compensation Committee until December when Mr. Mariani was replaced by Robert
East. Messrs. East, as Chairman, Hillard and Smith will continue to serve on
such committee in 2000. None of these individuals was employed during or prior
to 1999 as officers or employees of the Company or its subsidiaries.
Trust Committee. The Trust Committee met seven times in 1999. The
operation of the bank's trust department and the administration of its trust
accounts are overseen by the Trust Committee. R. L. Qualls, as Chairman,
Kennith Smith and Linda Gleason served on the Trust Committee during 1999 and
will continue to serve on such committee in 2000.
-5-
<PAGE>
Loan Committees. The Loan Committees met twenty-four times in 1999. Loan
Committees have been established for each of the three geographic divisions of
the Company and consist of both board members and executive officers. Such Loan
Committees have responsibility for reviewing and approving all loans and
aggregate loan relationships in excess of $1,000,000 and for administering all
other aspects of the lending function within each division. The following
persons served on the Company's Loan Committees during 1999 and early 2000.
<TABLE>
<CAPTION>
Western Central Northern
- ------------------------------- ----------------------------------- ----------------------------
<S> <C> <C>
C. E. Dougan, Chairman Robert East, Chairman James Patridge, Chairman
George Gleason George Gleason Danny Criner
Porter Hillard Linda Gleason George Gleason
James Patridge Henry Mariani George Landrum
R. L. Qualls James Patridge Louis Melton
Joe Willis
Bill Witty
</TABLE>
The Company is in the process of restructuring the composition of its Loan
Committee for 2000. As of February 15, 2000 any five members of the Board of
Directors will have the authority to hold a loan committee meeting for any
geographic division.
Directors Loan Review Committee. The Board maintains the Directors Loan
Review Committee to increase the Board's oversight of the Company's lending
activities. The Loan Review Committee met eight times in 1999. The Loan Review
Committee, among other things, reviews reports of new loans, loan commitments
over $100,000, loan loss activity, past due and problem loans, asset quality and
other matters as appropriate. James Patridge, as Chairman, C. E. Dougan, Henry
Mariani, Jerry Davis and George Gleason served on this committee during 1999 and
will continue to serve on such committee in 2000.
ALCO and Investment Committee. The ALCO and Investment Committee met four
times in 1999. Management of the asset/liability (interest rate risk) position,
liquidity and investment portfolio is overseen by the ALCO and Investment
Committee. Paul Moore, as Chairman, George Gleason, Mark Ross, Danny Criner,
Randy Oates, Dan Rolett and Steve Ragland served on the ALCO and Investment
Committee during 1999 and will continue to serve on this committee in 2000.
PROPOSAL 2
AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES
The Board of Directors has approved, and recommends that the shareholders
of the Company approve, an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the number of authorized shares of Common
Stock from 10,000,000 shares to 25,000,000 shares (the "Articles Amendment").
The proposed form of the Certificate of Amendment to the Company's Amended and
Restated Articles of Incorporation amending Article "SIXTH" of such Certificate
is set forth in Appendix A to this Proxy Statement.
-6-
<PAGE>
Under the present Amended and Restated Articles of Incorporation, the total
number of shares of all classes of capital stock that the Company has authority
to issue is 11,000,000 shares, consisting of 10,000,000 shares of Common Stock
and 1,000,000 shares of preferred stock, $.01 par value per share. As of March
1, 2000 there were 3,779,555 shares of Common Stock issued and outstanding and
no shares of preferred stock outstanding. The Articles Amendment will have no
effect on the number of authorized shares of preferred stock.
The Board of Directors believes that it is desirable and in the best
interests of the Company and its stockholders to have a sufficient number of
additional shares of Common Stock available for issuance from time to time, as
the occasion may arise, for future acquisition financing and acquisition
transactions, to permit stock dividends or stock splits at some future date, to
fund employee benefit plans and for other proper corporate purposes. The terms
of any future issuance of shares of Common Stock will be dependent largely on
market and financial conditions and other factors existing at the time of
issuance.
The Company currently has no definitive plans, understandings, agreements
or arrangements concerning the issuance of additional shares of Common Stock.
In the event such plans, understandings, arrangements or agreements are made
concerning the issuance of such shares, the holders of the Company's Common
Stock would not have preemptive rights to purchase any such shares and, as a
result of the Articles Amendment, may not be given the opportunity to vote
thereon, unless required by law or applicable regulations. Accordingly, if
approved, the Articles Amendment may have the future effect of diluting the
equity participation and voting rights of the Company's existing shareholders.
However, the availability of additional shares of capital stock for issue,
without the delay and expense of obtaining the approval of shareholders at a
special meeting, will afford the Company greater flexibility in acting upon
proposed transactions. In many situations, prompt action may be required which
would not allow sufficient time to seek stockholder approval to authorize
additional shares for the specific transaction.
The ability to issue additional shares of Common Stock could also enable
the Board of Directors to discourage an attempt to gain control of the Company
by unaffiliated parties. It is not presently contemplated that additional shares
of Common Stock would be issued for the purpose of making the acquisition by an
unwanted suitor of a controlling interest in the Company more difficult.
However, if the Board were to oppose such attempt, it could (if consistent with
its fiduciary duties and within the limits imposed by applicable law) issue
additional shares of Common Stock in a public or private sale, merger or similar
transaction which would increase the number of outstanding shares of such stock,
thereby possibly diluting the interest of a party attempting to gain control of
the Company.
THE BOARD OF DIRECTORS BELIEVES THAT THE ARTICLES AMENDMENT IS IN THE BEST
INTERESTS OF THE COMPANY. ACCORDINGLY, THE BOARD RECOMMENDS A VOTE FOR THE
APPROVAL OF THE ARTICLES AMENDMENT. tHE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF THE VOTES ENTITLED TO BE CAST WITH RESPECT TO PROPOSAL 2 IS REQUIRED
TO APPROVE THE PROPOSED AMENDMENT.
-7-
<PAGE>
PRINCIPAL STOCKHOLDERS
As of February 15, 2000 the only stockholders known by the Company to own,
directly or indirectly, more than five percent of the Company's Common Stock,
the only class of the Company's capital stock presently outstanding, are
reflected in the following table. The table is based on information supplied by
principal stockholders and a review of information on file with the United
States Securities and Exchange Commission.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Name and Address Beneficially Percentage of
Title of Class of Beneficial Owner Owned Outstanding Shares
- --------------- ------------------------------------ ------------------------- --------------------
<S> <C> <C> <C>
Common Stock George Gleason 1,276,030(1) 33.7%
P.O. Box 8811
Little Rock, Arkansas 72231-8811
Common Stock Fidelity Management & Research Co. 258,600 6.8
(2)
82 Devonshire Street
Boston, Massachusetts 02109-3614
Common Stock Bank of the Ozarks, Inc. 214,485 5.7
401(k) Retirement Savings Plan
(the "401(k) Plan")(3)
P.O. Box 8811
Little Rock, Arkansas 72231-8811
</TABLE>
___________________
(1) For information regarding form of ownership, see the footnotes to the table
regarding Security Ownership of Management.
(2) Based on information obtained from a Form 13F filed by Fidelity Management
& Research Co. with the Securities and Exchange Commission on or about
September 30, 1999. The foregoing information has been included solely in
reliance upon, and without independent investigation of, the disclosures
contained in Fidelity's Form 13-F.
(3) The 401(k) plan is a qualified retirement plan established for the benefit
of all of the Company's officers and employees. These shares were
previously held in the Bank of the Ozarks, Inc. Stock Ownership Plan and
Trust which was merged into the 401(k) plan effective January 31, 1999.
Paul Moore, Melvin Edwards and Brad Brewer, each an employee of the
Company, currently serve as the trustees of the 401(k) Plan. Participants
in the 401(k) Plan are entitled to vote shares of Common Stock allocated to
their respective accounts on all matters submitted to the Company's
stockholders for approval and the failure by a participant to provide
instructions on the manner in which to vote his or her shares is treated as
an abstention.
-8-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 15, 2000
with respect to beneficial ownership of the Company's Common Stock by each
director, each executive officer of the Company named under the table captioned
"Executive Compensation and Other Information" and the directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Name Shares Owned(1) Percentage of Class
- -------------------------------------------------------------- -------------------------- -----------------------------
<S> <C> <C>
George Gleason................................................ 1,276,030(2) 33.7%
James Patridge................................................ 7,736 *
Mark Ross..................................................... 119,150(3) 3.2
Linda Gleason................................................. 37,352(4,5) 1.0
Roger Collins................................................. 4,750(4,6) *
Jerry Davis................................................... 7,000(7) *
C. E. Dougan.................................................. 3,830(4) *
Robert East................................................... 11,900(4,8) *
Porter Hillard................................................ 3,000(4) *
Henry Mariani................................................. 22,000(4) *
R. L. Qualls.................................................. 3,000(4) *
Kennith Smith................................................. 38,315(4,9) 1.0
Paul Moore.................................................... 19,205(10) *
Danny Criner.................................................. 30,247 *
All Directors and Executive Officers as a group (18 persons).. 1,568,664 40.9
</TABLE>
_______________________
* Less than one percent.
(1) Includes beneficial ownership of shares with respect to which voting or
investment power may be deemed to be directly or indirectly controlled.
Accordingly, the shares in the foregoing table include shares owned
directly, shares held in such person's accounts under the 401(k) Plan,
shares underlying presently exercisable options granted pursuant to
Company's stock option plans, shares owned by certain of the individual's
family members and shares held by the individual as a trustee or other
similar capacity, unless otherwise described below.
(2) The amount includes (a) 210,700 shares owned of record by a trust of which
Mr. Gleason is sole trustee and has a 25% life income interest, (b) 24,500
shares owned of record by a charitable trust for which Mr. Gleason is a co-
trustee with Ms. Gleason, (c) 12,852 shares owned directly by Ms. Gleason
and (d) 400 shares owned by the minor children of Mr. Gleason.
(3) Includes (a) 36,300 shares owned of record by a trust for the benefit of
Mr. Ross and his children and for which Mr. Ross maintains a life interest
only and (b) 25,000 shares owned by Mr. Ross' spouse.
(4) Includes exercisable options for 3,000 shares granted under the Company's
Non-Employee Director Stock Option Plan.
(5) Includes 24,500 shares owned of record by a charitable trust for which Ms.
Gleason is a co-trustee with Mr. Gleason.
(6) Includes 500 shares held by spouse.
(7) Includes exercisable options for 2,000 shares granted under the Company's
Non-Employee Director Stock Option Plan.
(8) Includes 600 shares held by children of Mr. East.
(9) Includes 692 shares held by spouse.
(10) Includes 1,000 shares held by spouse and 50 shares held by child of Mr.
Moore.
-9-
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
The following table shows for the years indicated all cash and certain
other compensation paid or to be paid by the Company to the Chief Executive
Officer and its other executive officers whose aggregate 1999 salary and bonus
exceeded $100,000.
<TABLE>
<CAPTION>
Long-Term
----------------------------------
Annual Compensation Compensation
-------------------------------------- ----------------------------------
Name & Principal Securities All Other
Position Year Salary Bonus Underlying Options (1) Compensation(2)
- ------------------------ ----------- ----------- ------------ ---------------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
George Gleason(3) 1999 $228,342 $ - 5,000 $4,800
Chairman and Chief 1998 278,958 - 18,500 4,870
Executive Officer 1997 372,556 45,297 12,200 5,899
James Patridge(4) 1999 $130,000 $ 9,100 3,500 $4,065
Vice Chairman 1998 115,000 - 14,500 2,479
Mark Ross 1999 $130,000 $ 9,100 3,500 $4,053
President 1998 115,000 - 4,500 2,309
1997 97,847 19,569 4,200 3,526
Danny Criner 1999 $103,011 $ 6,300 2,500 $3,044
President 1998 88,436 - 3,200 1,769
Northern Division 1997 81,383 15,100 4,200 2,960
Paul Moore 1999 $104,065 $ 7,000 2,500 $3,122
Chief Financial 1998 99,314 - 2,700 1,667
Officer 1997 70,660 24,267 4,200 2,950
</TABLE>
_________________________
(1) Represents option grants under the Company's Stock Option Plan for
employees. See "Option Grants in Last Fiscal Year."
(2) Represents employer matching contributions under the Company's 401(k) Plan
for 1999.
(3) Mr. Gleason's salary and bonus is determined pursuant to a written
employment contract. For a description of this agreement, see "--
Employment Agreement with Mr. Gleason" below.
(4) Mr. Patridge commenced employment with the Company on December 31, 1997.
EMPLOYMENT AGREEMENT WITH MR. GLEASON
Mr. Gleason's salary and bonus is determined pursuant to a written
employment contract which became effective on July 17, 1997 and was amended on
September 16, 1997 and July 21, 1998. The agreement continues through December
31, 2000. The agreement provides for 2000 base compensation of $234,278,
subject to an annual discretionary bonus not to exceed 1% of the Company's net
income. This agreement is in addition to any other compensation that may be
received by Mr. Gleason under employee benefit plans or reimbursement
arrangements.
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<PAGE>
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to the named
executive officers concerning options granted in the last fiscal year and their
potential realizable value:
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(1)
------------------------------------------------------------------- ------------------------------------------
% of Total
Number of Options
Securities Granted to Exercise
Underlying Employees in or Base
Options Fiscal Year Price Expiration
Name Granted (%) ($/Sh) Date 5% 10%
- ---------------- --------------- -------------- ------------ ------------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
George Gleason 5,000 8.0% $17.63 9/21/06 $35,885 $83,625
James Patridge 3,500 5.6% $17.63 9/21/06 $25,120 $58,538
Mark Ross 3,500 5.6% $17.63 9/21/06 $25,120 $58,538
Danny Criner 2,500 4.0% $17.63 9/21/06 $17,943 $41,813
Paul Moore 2,500 4.0% $17.63 9/21/06 $17,943 $41,813
</TABLE>
____________________
(1) As required by the Securities Exchange Commission rules and regulations,
potential realizable values are based on the assumption that the Common
Stock price appreciates at the annual rates shown compounded annually from
the date of the grant until the end of the option term and is not intended
to forecast appreciation in stock price.
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information with respect to the named
executives concerning exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End at FY-End(1)
Acquired Value ------------------------------------ ----------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ------------- ----------- ---------------- ------------------ --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
George Gleason - - 8,500 27,200 - $52,075
James Patridge - - 4,500 13,500 - $ 6,563
Mark Ross - - 4,500 7,700 - $21,263
Danny Criner - - 3,200 6,700 - $19,388
Paul Moore - - 2,700 6,700 - $19,388
</TABLE>
____________________
(1) The dollar amounts shown represent the product of the number of shares
purchasable upon exercise of the related options times the difference of
the average of the high and low sales prices reported on December 31, 1999
($19.50) and the purchase price per share payable upon such exercise
applicable to each in-the-money option.
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<PAGE>
DIRECTOR COMPENSATION
Non-employee directors are paid a monthly retainer fee of $500 and a fee of
$500 for attending each regular and special board meeting. In addition, non-
employee directors are paid a fee of $100 for attendance at each meeting of a
committee of the Board of Directors. Additionally, under the Company's Non-
Employee Director Stock Option Plan, each non-employee director is automatically
granted, on the date a director's term of office commences, and each year
thereafter on the day following the annual meeting of stockholders as long as
such director's term as a director is continuing for the ensuing year, an option
to acquire 1,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date of grant. Effective April 21, 1999
the Company granted options to its nine non-employee directors to purchase 1,000
shares each of Common Stock at an exercise price of $19.19 per share. All
options granted to non-employee directors become exercisable upon grant. The
Company's officers are not compensated for their service as directors.
REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Personnel and Compensation Committee (hereinafter the "Compensation
Committee") is responsible for determining compensation levels for the Company's
executive officers and for determining the policies that govern the Company's
compensation and benefit plans. This report describes the basis upon which the
Compensation Committee determined the 1999 compensation payable to the executive
officers of the Company.
COMPENSATION PHILOSOPHY AND POLICIES
The policy of the Compensation Committee is to make compensation decisions
consistent with the long-term growth and performance objectives of the Company.
In 1999, the Company's compensation program for executive officers was based
upon the following principles and policies:
. The Company is committed to providing a competitive pay program that helps
attract and retain quality executives while motivating such persons to
perform their jobs in the most effective manner. In order to achieve this
purpose, the Company's compensation policies must, among other things, (1) be
internally equitable and externally competitive, (2) reward individuals based
upon productivity and performance, (3) contain an appropriate mix of cash and
long-term or equity-based compensation, (4) be administratively efficient and
within budgetary parameters and (5) be flexible in response to changing
conditions.
. To ensure that pay is competitive, the Company has compared its pay practices
with those of other financial institutions, particularly banks and bank
holding companies in the markets served by the Company, and from time to time
modifies pay parameters based on this review.
. General cash bonus rewards for executive officers and other personnel are
initially conditioned upon attaining company-wide performance thresholds.
Assuming the Company achieves the minimum thresholds, rewards are based upon
a combination of branch and departmental performance and individual
performance and responsibility. In each case, the foregoing performance
criteria are subjectively applied and therefore are not based upon the
application of objective standards or mathematical criteria.
-12-
<PAGE>
. The Company maintains an on-going program of evaluation of officers and
employees in which supervisors set objectives and goals for personnel
reporting to them and evaluate the performance of such personnel. Senior
management, including the Chief Executive Officer, reviews the performance of
the Company's executive officers and makes final recommendations on their
compensation levels to the Compensation Committee.
EXECUTIVE COMPENSATION COMPONENTS FOR 1999
The Compensation Committee regularly reviews the Company's compensation
program to ensure that the components of such program will allow the Company to
achieve the objectives described above. In 1999, the Company's compensation
program consisted of the following:
Base Salary. As noted above, base salary levels are reviewed periodically
to determine whether such salaries fall within the range of comparable salaries
paid by other similarly sized and similarly situated financial institutions.
Actual salaries are based upon individual performance contributions in
accordance with the compensation philosophy of the Company. During 1999, base
salaries for executive officers increased by 1.76% over the prior year. This
percentage was impacted by the July 1998 reduction in the base salary of the
Chief Executive Officer. If the Chief Executive Officer's salary is excluded,
the base salaries for executive officers employed for the full year of 1998 and
1999 as a group increased by 10.44%. The Compensation Committee believes that
the Company's executive base salaries are within the range of salaries paid by
comparable financial institutions.
Bonuses. The Company's general 1999 cash bonus program conditioned the
payment of such bonuses on the Company achieving minimum 1999 consolidated net
income of approximately $6.6 million, or $1.75 per share. The Company reached
this benchmark and 1999 cash bonuses were paid on January 14, 2000. A limited
number of special bonuses were paid in 1999 for certain personnel whose special
bonuses were tied to specific performance criteria.
Stock Options. The Compensation Committee believes that stock options
provide an appropriate incentive to encourage management, particularly senior
management, to maximize stockholder returns since the value of an option bears a
direct correlation to appreciation in the Company's stock price. Grants under
the Company's Employee Stock Option Plan have the effect of more closely
aligning the interests of stockholders with the interests of management, while
at the same time providing a valuable tool for attracting, rewarding, and
retaining key employees. The Compensation Committee determines whether to grant
stock options based upon the subjective analysis of a number of factors
including the Company's performance as measured by the price of its stock, the
overall mix of equity-based or long-term compensation to cash compensation, the
number and frequency of prior option grants and the potential for an
individual's contribution and performance to positively impact the Company's
performance. Based upon the foregoing factors, the Compensation Committee
during 1999 granted options to purchase a total of 21,500 shares of the
Company's Common Stock to executive officers at an exercise price per share of
$17.625. The Compensation Committee will consider recommending the award of
stock options to existing employees or to prospective employees in the future as
circumstances warrant.
401(k) Plan and Other Benefits. The Company maintains a qualified
retirement plan (the "401(k) Plan"), with a salary deferral feature designed to
qualify under Section 401 of the Internal Revenue Code of 1986. The 401(k) Plan
permits all employees of the Company to defer
-13-
<PAGE>
a portion of their eligible compensation on a pre-tax basis subject to certain
maximum amounts. The Company matched contributions in 1999 up to a maximum of
three percent of the participant's salary per year. Such matching contributions
may be adjusted from time to time by the Company. In order to encourage
employees to invest in the Company's stock, the 401(k) plan was amended in 1999
to include a Company Common Stock fund as one of its investment alternatives.
Total matching contributions on behalf of executive officers were $28,925, which
represented an average of 2.67% of such officers' covered compensation. In
addition to the 401(k) Plan, executives and other employees receive life,
health, dental, and long-term disability insurance coverage in amounts the
Company believes to be competitive with comparably sized financial institutions.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION
As described in the notes to the Summary Compensation Table presented above
under the caption "Executive Compensation and Other Information," the annual
cash compensation payable to George Gleason, the Company's Chairman and Chief
Executive Officer, is determined pursuant to a written employment contract which
continues through December 31, 2000.
In addition, Mr. Gleason received during 1999 (1) contributions under the
Company's 401(k) Plan which were determined on a basis consistent with all other
participating employees, and (2) additional option grants to purchase 5,000
shares at the market price on September 21, 1999. The Compensation Committee
made the September grants pursuant to the Company's Employee Stock Option Plan
and based the grants on an evaluation of the various factors considered for all
employees that were outlined above.
The Committee has reviewed Mr. Gleason's entire compensation package in the
context of compensation packages available for executives of similar-sized
financial institutions and in light of the significant dependence of the
organization on Mr. Gleason's continued services and significant
responsibilities. Based upon this review, the Compensation Committee believes
that the level of Mr. Gleason's compensation is appropriate.
SECTION 162(M).
In 1993, Congress enacted the Omnibus Budget Reconciliation Act of 1993
("OBRA"), which limits the deductibility for federal income tax purposes of
annual compensation paid to certain covered executive officers (including the
Chief Executive Officer) to $1 million, subject to certain exceptions. OBRA is
not expected to have an impact or result in the loss of a deduction with respect
to compensation paid to any of the Company's executives during the last year or
in the foreseeable future. In this regard, it should be noted that all option
grants effected under the Company's Employee Stock Option Plan are intended to
qualify for an exemption for OBRA.
Personnel and Compensation Committee of the
Board of Directors
Robert C. East, Chairman
Porter Hillard
Kennith Smith
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<PAGE>
CERTAIN TRANSACTIONS
The Company's bank subsidiary has had, in the ordinary course of business,
banking transactions with certain of its officers and directors and with certain
officers and directors of the Company. All loan transactions with officers and
directors of the Company, its bank subsidiary, and their related and affiliated
parties, have been in the ordinary course of business, on substantially the same
terms, including interest rates and collateral as those prevailing for
comparable transactions with other loan customers of the Company, and have not
included more than the normal risk of collectibility associated with the
Company's other banking transactions or other unfavorable features.
The Company has entered into contracts with East-Harding, Inc., of which
Robert East is co-owner, Chairman and Chief Executive Officer, for the
construction of the Company's facilities in North Little Rock, Clinton and
Harrison, Arkansas. In 1999 the Company paid East-Harding, Inc. approximately
$2.3 million pursuant to these contracts.
COMPANY PERFORMANCE
The graph below shows a comparison for the period commencing July 17, 1997
(the date of commencement of the Company's initial public offering) through
December 31, 1999 of the cumulative total stockholder returns (assuming
reinvestment of dividends), for the Common Stock, the S&P SmallCap Index, and
the Nasdaq Financial Index, assuming a $100 investment on July 17, 1997.
[Five Year Stock Performance Chart Will Appear Here]
-15-
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Securities Exchange Act of 1934, the Company's executive officers
and directors are required to file reports of ownership and subsequent changes
of ownership with the Securities and Exchange Commission. Specific due dates
have been established for these reports, and the Company is required to disclose
in this proxy statement any failure to file by these dates during the preceding
year. Based solely upon information provided to the Company by individual
directors and executive officers, the Company believes that during the preceding
year all filing requirements applicable to directors and executive officers have
been complied with.
AUDITORS TO BE PRESENT
A representative of Ernst & Young LLP, the Company's independent auditors,
is expected to attend the 2000 Annual Meeting and will be afforded the
opportunity to make a statement. The representative will also be available to
respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the 2001 Annual Meeting should
be directed to the Secretary of the Company, and must be received by the Company
on or before November 7, 2000 in order to be eligible for inclusion in the
Company's proxy statement and form of proxy. Any such proposal must comply with
the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 (or any
successor rule).
Additionally, the Company's bylaws contain an advance notice provision
which provides that a matter may not be brought before the Company's annual
meeting by a stockholder unless the proposal (the "Proposal") is delivered in
writing to the Secretary of the Company no later than 30 days prior to the
Company's fiscal year end. Accordingly, if any stockholder of the Company
desires to submit a Proposal for consideration to be brought before the
Company's 2001 Annual Meeting, the stockholder must deliver written notice of
the Proposal to the Secretary of the Company no later than December 1, 2000.
ADDITIONAL INFORMATION AVAILABLE
Upon written request, the Company will furnish, without charge, a copy of
the Company's Annual Report on Form 10-K for the year ended December 31, 1999,
as filed with the United States Securities and Exchange Commission, including
the related financial statements. The written request should be sent to the
Secretary of the Company, Bank of the Ozarks, Inc., P.O. Box 8811, Little Rock,
Arkansas 72231-8811.
OTHER MATTERS
The Company does not presently know of any business other than that
described above to be presented to the stockholders for action at the meeting.
Should other business come before the meeting, votes may be cast pursuant to
proxies in respect to any such business in the best judgment of the persons
acting under the proxies.
-16-
<PAGE>
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN,
DATE AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
George Gleason
Chairman of the Board of Directors and
Chief Executive Officer
March 7, 2000
-17-
<PAGE>
Appendix A
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
BANK OF THE OZARKS, INC.
Pursuant to the provisions of Section 4-27-1006 of the Arkansas Code
Annotated, the undersigned Corporation adopts the following Articles of
Amendment to its Amended and Restated Articles of Incorporation:
FIRST: The name of the Corporation is Bank of the Ozarks, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted at the Annual Meeting of Shareholders held on April 18, 2000 (the
"Meeting"), by shareholders of the Corporation holding a majority of the votes
entitled to be cast thereon in the manner prescribed by the Arkansas Business
Corporation Act of 1987.
NOW, THEREFORE, BE IT RESOLVED, that paragraph (a) of Article Sixth of the
Amended and Restated Articles of Incorporation of the Corporation be amended in
its entirety to read as follows:
SIXTH. (a) The total amount of the authorized capital stock of the
-----
Corporation is as follows:
SHARES CLASS PAR VALUE
------ ----- ---------
25,000,000 Common $.01
1,000,000 Preferred $.01
THIRD: The number of shares of stock of the Corporation outstanding at the
time of such adoption was 3,779,555 shares of common stock, $.01 par value, and
the number of shares entitled to vote thereon was 3,779,555 shares, or 100%.
FOURTH: The number of shares entitled to vote on such adoption and which
were represented at the Meeting was ____ shares. The number of shares cast in
favor of such amendment was ____ shares, which amount is sufficient for approval
of the amendment.
Dated ____________, 2000.
BANK OF THE OZARKS, INC.
By:
--------------------------
Name:
-------------------------
Title:
------------------------
<PAGE>
BANK OF THE OZARKS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS APRIL 18, 2000
The undersigned stockholder(s) of Bank of the Ozarks, Inc. (the "Company")
hereby appoint George Gleason and Mark Ross, and each or either of them, the
true and lawful agents and attorneys-in-fact for the undersigned, with power of
substitution, to attend the meeting and to vote the stock owned by or registered
in the name of the undersigned, as instructed below, at the 2000 Annual Meeting
of Stockholders to be held at Embassy Suites, 11301 Financial Center Parkway,
Little Rock, Arkansas 72211, on Tuesday, April 18, 2000 at 1:30 p.m., local
time, and at any adjournments thereof, for the transaction of the following
business:
[X] PLEASE MARK VOTES AS IN THE EXAMPLE
1. TO ELECT ELEVEN DIRECTORS: George Gleason, James Patridge, Mark Ross,
Linda Gleason, Jerry Davis, C.E. Dougan, Robert East, Porter Hillard, Henry
Mariani, R.L. Qualls, Kennith Smith
[__] FOR ALL NOMINEES [__] WITHHOLD [__] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark the "FOR ALL EXCEPT" box and strike a line through the name(s) of such
nominee(s) in the list above.
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES
OF INCORPORATION: to increase the number of authorized shares of Common Stock
from 10,000,000 shares to 25,000,000 shares.
[__] FOR [__] AGAINST [__] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued On Other Side)
The Proxy when properly executed will be voted in the manner directed
herein by the undersigned. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
Please sign exactly as name(s) appears below. If stock is in the name of
two or more persons, each should sign. Persons signing as attorney, executor,
administrator, trustee, guardian or other fiduciary, please give full title as
such. If a corporation, signature should be by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Please mark any name or address changes below.
2000
---------------------------------------------------
SIGNATURE DATE
2000
---------------------------------------------------
SIGNATURE DATE
