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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1) *
North Arkansas Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
657252 10 2
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
_______________
* 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 the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Page 1 of 9 pages<PAGE>
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CUSIP No. 657252 10 2 13G Page 2 of 10 Pages
1. NAMES OF REPORTING PERSONS:
North Arkansas Bancshares, Inc.
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
71-0800742
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Tennessee
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 26,662
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 26,662
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 26,662
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.2%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 657252 10 2 13G Page 3 of 10 Pages
1. NAMES OF REPORTING PERSONS:
O.E. Guinn, Jr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 3,111
6. SHARED VOTING POWER 66,671
7. SOLE DISPOSITIVE POWER: 3,111
8. SHARED DISPOSITIVE POWER: 66,671
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 69,782
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 18.8%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 657252 10 2 13G Page 4 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Kaneaster Hodges, Jr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 3,111
6. SHARED VOTING POWER 67,251
7. SOLE DISPOSITIVE POWER: 3,111
8. SHARED DISPOSITIVE POWER: 67,251
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 70,362
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 19.0%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 657252 10 2 13G Page 5 of 10 Pages
1. NAMES OF REPORTING PERSONS:
John Minor
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 3,111
6. SHARED VOTING POWER 66,670
7. SOLE DISPOSITIVE POWER: 3,111
8. SHARED DISPOSITIVE POWER: 66,670
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 69,781
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 18.8%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 657252 10 2 13G Page 6 of 10 Pages
1. NAMES OF REPORTING PERSONS:
North Arkansas Bancshares, Inc.
Grantor Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Tennessee
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 30,805
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 30,805
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 30,605
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.3%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 657252 10 2 13G Page 7 of 10 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
North Arkansas Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
200 Olivia Drive
Newport, Arkansas 72112
ITEM 2(a) NAME OF PERSON(S) FILING.
North Arkansas Bancshares, Inc. Employee Stock
Ownership Plan ("ESOP"), North Arkansas Bancshares, Inc. Grantor
Trust (the "Grantor Trust") and the following individuals who
serve as trustees of the trust established under the ESOP: O.E.
Guinn, Jr., Kaneaster Hodges, Jr. and John Minor.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS
A:
[x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are
not applicable. This Schedule 13G is being filed on behalf of
the ESOP and the Grantor Trust identified in Item 2(a), filing
under the Item 3(f) classification, and by each trustee of the
trust established pursuant to the ESOP, filing pursuant to Rule
13d-1(c) and applicable SEC no-action letters.<PAGE>
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Page 8 of 10 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
North Arkansas Bancshares, Inc., in its capacity as the
ESOP Committee, has the power to determine whether dividends on
allocated shares that are paid to the ESOP trust are distributed
to participants or are used to repay the ESOP loan.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.<PAGE>
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Page 9 of 10 Pages
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.
NORTH ARKANSAS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
NORTH ARKANSAS BANCSHARES, INC.
GRANTOR TRUST
By Their Trustees:
/s/ O.E. Guinn, Jr. February 16, 1999
__________________________________ ________________
O.E. Guinn, Jr., as Trustee Date
/s/ Kaneaster Hodges, Jr. February 16, 1999
__________________________________ ________________
Kaneaster Hodges, Jr., as Trustee Date
/s/ John Minor February 16, 1999
__________________________________ ________________
John Minor, as Trustee Date
/s/ O.E. Guinn, Jr. February 16, 1999
_______________________________________ ________________
O.E. Guinn, Jr., as an Individual Date
Stockholder
/s/ Kaneaster Hodges, Jr. February 16, 1999
_______________________________________ ________________
Kaneaster Hodges, Jr., as an Individual Date
Stockholder
/s/ John Minor February 16, 1999
_______________________________________ ________________
John Minor, as an Individual Date
Stockholder
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Page 10 of 10 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of the
issuer in trust for the benefit of employees participating in the
ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees
vote common stock allocated to participant accounts in accordance
with instructions by participants, (ii) shares of common stock of
the issuer which have not been allocated and allocated stock for
which no voting direction has been received shall be voted by the
trustee in the same proportion that participants direct the
voting of allocated shares, and (iii) if no voting direction has
been received as to allocated shares, the issuer may direct the
trustees as to the voting of all unallocated shares, and if the
issuer gives no direction, the trustees shall vote such shares in
their sole discretion. Pursuant to Section 13.3 of the ESOP, the
trustees exercise investment direction as directed by the issuer
in its capacity as the ESOP Committee. Overall, the trustees
must exercise voting and dispositive power with respect to the
assets held by the ESOP, including common stock of the issuer, in
accordance with the fiduciary responsibility requirements imposed
by Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
