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
RULE 13d-2(b)
(Amendment No. _)*
Pocahontas Bancorp, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
730234-10-1
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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 ("Act") 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 5 Pages
<PAGE>
CUSIP NO. 730234 10 1 Page 2 of 5 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pocahontas Federal Savings and Loan Association
Employee Stock Ownership Plan
IRS ID No. 71-0753842
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
NUMBER OF 5 SOLE VOTING POWER
SHARES 285,660
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 283,649
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 559,738
PERSON WITH 8 SHARED DISPOSITIVE POWER
9,571
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,309
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.12% of 6,245,041 shares of Common Stock outstanding as of December
31, 1998.
12 TYPE IN REPORTING PERSON*
EP
<PAGE>
CUSIP NO. 730234 10 1 Page 3 of 5 pages
Item 1(a). Name of Issuer:
Pocahontas Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
203 West Broadway
Pocahontas, Arkansas 72455-3420
Item 2(a). Name of Person Filing:
Pocahontas Federal Savings and Loan Association
Employee Stock Ownership Plan
Trustee: N. Ray Campbell
Marcus Van Camp
Ralph B. Baltz
Charles Ervin
Robert Rainwater
Item 2(b). Address of Principal Business Office:
203 West Broadway
Pocahontas, Arkansas 72455-3420
Item 2(c). Citizenship or Place of Organization:
Arkansas
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
730234 10 1
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:
(f) [X] This person is an Employee Benefit Plan, Pension Fund
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974; see 13d-1(b)(1)(ii)(F).
Item 4. Ownership:
<PAGE>
CUSIP NO. 730234 10 1 Page 4 of 5 pages
As of December 31, 1998, the reporting person beneficially
owned 569,309 shares of the Issuer. This number of shares
represents 9.12% of the common stock, par value $.01 per share,
of the Issuer, based upon 6,245,041 shares of such common stock
outstanding as of December 31, 1998. As of December 31, 1998, the
reporting person has sole power to vote or to direct the vote of
285,660 shares and shared power to vote or to direct the vote of
283,649 shares. The reporting person has sole power to dispose or
to direct the disposition of 559,738 shares of common stock.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable
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:
The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act of
1974.
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
<PAGE>
CUSIP NO. 730234 10 1 Page 5 of 5 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.
Date: February 10, 1999 POCAHONTAS BANCORP, INC.
/s/ N. Ray Campbell
_____________________________
N. Ray Campbell
Trustee
/s/ Marcus Van Camp
_____________________________
Marcus Van Camp
Trustee
/s/ Ralph B. Baltz
_____________________________
Ralph B. Baltz
Trustee
/s/ Charles Ervin
_____________________________
Charles Ervin
Trustee
/s/ Robert Rainwater
_____________________________
Robert Rainwater
Trustee
