UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
FIRST UNITED BANCSHARES, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
Par Value $1.00 per share
-----------------------------------
(Title of Class of Securities)
33741E104
- ------------------------------------------------------------------------------
(CUSIP Number)
David A. Knight, Esq.
Stephens Group, Inc.
111 Center Street, Suite 2300
Little Rock, Arkansas 72201
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 20, 1996
- ------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box (X).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephens Group, Inc.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,503
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,503
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,503 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson T. Stephens
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
297,451
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 521,932
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 297,451
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
521,932
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,383 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.R. Stephens, Jr. Trust
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
281,176
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 281,176
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,176 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren A. Stephens Trust
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
21,405
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 21,405
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,405 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.R. Stephens, Jr. Revocable Trust
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,700
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,700
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Ann Stephens Campbell Revocable Trust
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
61,596
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 61,596
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,596 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 33741E104
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bess C. Stephens Trust
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (X)
(b) ( )
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(C) or 2(E)
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
521,932
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 521,932
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
521,932 (See Item 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% (See Item 5)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The security to which this joint statement relates
is the common stock, par value $1.00 per share (the "Common
Stock"), of First United Bancshares, Inc., an Arkansas
corporation (the "Company"), whose principal executive
offices are located at Main and Washington Streets, El
Dorado, Arkansas 71730.
Item 2. Identity and Background.
(a) through (c),(f). This joint statement is
filed on behalf of (i) Stephens Group, Inc., an Arkansas
corporation ("Stephens"); (ii) Jackson T. Stephens, a
citizen of the United States of America; (iii) the W.R.
Stephens, Jr. Trust, a trust formed under the laws of the
State of Arkansas, whose trustees are Vernon J. Giss and I.
Ernest E. Butler, Jr.; (iv) the W.R. Stephens, Jr. Revocable
Trust, a trust formed under the laws of the State of
Arkansas, whose trustee is W.R. Stephens, Jr.; (v) the
Warren A. Stephens Trust, a trust formed under the laws of
the State of Arkansas, whose trustee is Warren A. Stephens;
(vi) the Elizabeth Ann Stephens Campbell Revocable Trust, a
trust formed under the laws of the State of Arkansas, whose
trustee is Elizabeth Ann Stephens Campbell; and (vii) the
Bess C. Stephens Trust, a trust formed under the laws of the
State of Arkansas, whose trustees are Bess C. Stephens,
Jackson T. Stephens and Mr. Giss. The trusts referred to in
clauses (iii) - (vii) herein are sometimes collectively
referred to herein as the "Trusts" and such Trusts together
with Jackson T. Stephens and Stephens are sometimes
collectively referred to herein as the Reporting Persons.
The agreement of the Reporting Persons with respect to the
Joint Filing of this Schedule 13D is being filed as Exhibit
1 to the Schedule 13D.
Stephens' principal businesses, which are
conducted through its subsidiaries and divisions, are
natural gas exploration and production; newspaper
publishing, cable television, and outdoor advertising;
investment banking and broker-dealer operations; insurance
brokerage; wholesale sunglass distribution; and private
equity investments. The address of the principal offices
of Stephens is 111 Center Street, Little Rock, Arkansas
72201. The Trusts were established for the benefit of the
beneficiaries thereof. The address of each of the Trusts is
111 Center Street, Little Rock, Arkansas 72201.
The name, residence or business address,
citizenship, present principal occupation or employment, and
the name and address of any corporation or other
organization in which such employment is conducted of each
of the executive officers and directors of Stephens, which
includes Jackson T. Stephens and the trustees of the Trusts,
are set forth in Appendix A attached hereto and incorporated
herein by reference. The J.T. Stephens Trust No. One, of which
Jackson T. Stephens and Warren A. Stephens are the trustees, and
the Bess C. Stephens Trust are the controlling shareholers of Stephens.
The address of the J.T. Stephens Trust is 111 Center Street, Little
Rock Arkansas 72201.
(d) and (e). During the last five years, neither
any Reporting Person nor, to the best knowledge of each
Reporting Person, any person identified in Appendix A, has
(i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The 7,503 shares of Common Stock owned by Stephens
were received in connection with the merger of Investark
Bankshares, Inc. with and into the Company (the "Merger").
The 297,451 shares owned by Jackson T. Stephens were
received in connection with the Merger. Of the 281,176
shares of Common Stock owned by the W.R. Stephens, Jr.
Trust, 3,150 shares were acquired, with working capital for
$21,993.75 and 278,026 shares were received in connection
with the Merger. The 2,700 shares of Common Stock owned by
the W.R. Stephens, Jr. Revocable Trust were received in
connection with the Merger. The 21,405 shares of Common
Stock owned by the Warren A. Stephens Trust were received in
connection with the Merger. The 61,596 shares of Common
Stock owned by the Elizabeth Ann Stephens Campbell Revocable
Trust were received in connection with the Merger. Of the
521,932 shares of Common Stock owned by the Bess C. Stephens
Trust, 311,826 shares were acquired, with working capital
for $2,750,144.39 and 210,106 shares were received in connection
with the Merger.
No consideration will be paid by any of the
Reporting Persons in respect of the distribution of the
shares of Common Stock as described below in Item 4.
Item 4. Purpose of Transaction.
Except for 311,826 shares of Common Stock owned by
the Bess C. Stephens Trust and 3,150 shares of Common Stock
owned by the W.R. Stephens, Jr. Trust, all of the shares
reported herein by the Reporting Persons are held in the
Stephens Voting Trust (the "Voting Trust") pursuant to a
Trust Agreement, dated as of June 14, 1994, by and among the
Reporting Persons and the trustee (the "Trust Agreement").
The Trust Agreement is attached hereto as Exhibit 2 and is
incorporated by reference herein in its entirety. The
trustee has disclaimed beneficial ownership of all shares of
Common Stock held in the Voting Trust. Pursuant to the
Trust Agreement, the trustee shall not have any discretion
to vote any of the shares of Common Stock held in the Voting
Trust but rather shall cause such shares to be voted on all
matters submitted to the holders of the Common Stock in the
same proportion as the votes cast by all other shareholders
of the Company. Pursuant to the terms of the Trust
Agreement, each Reporting Person has dispositive power with
respect to the shares of Common Stock held in the Voting
Trust for the benefit of such Reporting Person.
On November 20, 1996, the Board of Governors of
the Federal Reserve System (the "Federal Reserve") approved
the application of the Reporting Persons, filed by such
persons under the Change in Bank Control Act, to disband the
Voting Trust and distribute all of the shares held therein
to the Reporting Persons. As a result of such approval,
each Reporting Person has the right to withdraw any shares
of Common Stock beneficially owned by it from the Voting
Trust. If the withdrawal does not occur within one year
following the date of the approval, the Reporting Person
will be required to notify the Federal Reserve to determine
whether any additional action is required in order to
withdraw shares from the Voting Trust after such one-year
period.
Each of the Reporting Persons acquired the shares
of Common Stock for investment purposes. Except as set
forth in this Item 4, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in
Appendix A, has any plans or proposals which relate to or
which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) through (b). The number of shares of stock
beneficially owned by, and the percentage of ownership of,
the Reporting Person is as set forth below.
# of Shares
Reporting Person Beneficially Owned % of Ownership
- ---------------- ------------------ --------------
Stephens 7,503 0.1%
Jackson T. Stephens 819,383 9.9%(1)
W.R. Stephens, Jr. 281,176 3.4%
Trust
Warren A. Stephens 21,405 0.3%
Trust
W.R. Stephens, Jr. 2,700 0.0%
Revocable Trust
- ----------------
1 Includes 521,932 shares held by the Bess
C. Stephens Trust of which Mr. Stephens
is a trustee.
Elizabeth Ann 61,956 0.8%
Stephens Campbell
Revocable Trust
Bess C. Stephens 521,932 6.3%
Trust
The percentage of outstanding shares of Common Stock is
based on the 8,246,208 shares of Common Stock reported to be
outstanding by the Company as of November 1, 1996.
Except for the 521,932 shares of Common Stock
beneficially owned by Jackson T. Stephens as trustee of the
Bess C. Stephens Trust (as to which Mr. Stephens has shared
voting and dispositive power), each of the Reporting Persons
has sole voting and dispositive power with respect to the
shares of Common Stock beneficially owned by it. Except as
set forth above and except for 1,000 shares of Common Stock
owned by Craig D. Campbell, a director of Stephens, and 15,634
shares of Common Stock owned by William R. Walker, the Chairman
of a division of Stephens and a director of Stephens, no
Reporting Person nor, to the best knowledge of each
Reporting Person, any person identified in Appendix A,
beneficially owns any shares of Common Stock. Beneficial
ownership of the shares owned by Mr. Campbell and Mr. Walker is
expressly disclaimed by each of the Reporting Persons.
In the past, Stephens Inc., an indirect wholly
owned subsidiary of Stephens ("Stephens Inc."), has
provided stock brokerage services to customers in the
ordinary course of business which have included effecting
transactions and holding positions in the Common Stock for
the accounts of its customers for whom it acts as agent.
Stephens, Inc. also has acted as a market maker for the
Common Stock and, as such, may from time to time hold long
or short positions in the Common Stock. Stephens Inc. may
continue these activities in the future in its ordinary
course of business. Beneficial ownership of these past and
potential future holdings of Common Stock for the account of
customers of Stephens Inc. and as a market maker is
expressly disclaimed by each of the Reporting Persons.
(c) Except for the purchase by Mr. Campbell of
1,000 shares of Common Stock on November 22, 1996 in an open
market transaction at a price of $28.25 per share,
neither the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any person listed on Appendix A
attached hereto has effected any transactions in the Common
Stock within the past 60 days.
(d) To the best knowledge of the Reporting
Persons, no person other than the Reporting Persons has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares
of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
To the best knowledge of the Reporting Persons,
except as described herein, there exist no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between
such persons and any other person with respect to any
securities of the Company, including but not limited to
transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement with Respect to Joint
Filing on Schedule 13D.
Exhibit 2 - Trust Agreement, dated as of June
14, 1994, by and among the
Reporting Persons and The Bank of
New York, as trustee.
SIGNATURES
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.
Dated: December 2, 1996
STEPHENS GROUP, INC.
By: /s/ David A. Knight
________________________________
David A. Knight, Vice President
/s/ Jackson T. Stephens
________________________________
JACKSON T. STEPHENS
WARREN A. STEPHENS TRUST
By: /s/ Warren A. Stephens
________________________________
Warren A. Stephens, Trustee
W.R. STEPHENS, JR. TRUST
By: /s/ Vernon J. Giss
________________________________
Vernon J. Giss, Trustee
By: /s/ Ivory E. Butler, Jr.
________________________________
Ivory E. Butler, Jr., Trustee
W.R. STEPHENS, JR. REVOCABLE TRUST
By: /s/ W.R. Stephens, Jr.
________________________________
W.R. Stephens, Jr., Trustee
ELIZABETH ANN STEPHENS CAMPBELL
REVOCABLE TRUST
By: /s/ Elizabeth Ann Stephens Campbell
________________________________
Elizabeth Ann Stephens Campbell,
Trustee
BESS C. STEPHENS TRUST
By: /s/ Jackson T. Stephens
________________________________
Jackson T. Stephens, Trustee
By: /s/ Vernon J. Giss
________________________________
Vernon J. Giss, Trustee
By: /s/ Bess C. Stephens
________________________________
Bess C. Stephens, Trustee
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13D, dated November
20, 1996, with respect to the shares of common stock, $1.00 par value per
share, of First United Bancshares, Inc., is, and any further amendments to
such Schedule 13D signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as
amended.
Dated: December 2, 1996
STEPHENS GROUP, INC.
By: /s/ David A. Knight
________________________________
David A. Knight, Vice President
/s/ Jackson T. Stephens
______________________________
JACKSON T. STEPHENS
WARREN A. STEPHENS TRUST
By: /s/ Warren A. Stephens
________________________________
Warren A. Stephens, Trustee
W.R. STEPHENS, JR. TRUST
By: /s/ Vernon J. Giss
________________________________
Vernon J. Giss, Trustee
By: /s/ Ivory E. Butler, Jr.
________________________________
Ivory E. Butler, Jr., Trustee
W.R. STEPHENS, JR. REVOCABLE TRUST
By: /s/ W.R. Stephens, Jr.
__________________________________
W.R. Stephens, Jr., Trustee
ELIZABETH ANN STEPHENS CAMPBELL
REVOCABLE TRUST
By: /s/ Elizabeth Ann Stephens Campbell
__________________________________
Elizabeth Ann Stephens Campbell,
Trustee
BESS C. STEPHENS TRUST
By: /s/ Jackson T. Stephens
__________________________________
Jackson T. Stephens, Trustee
By: /s/ Vernon J. Giss
__________________________________
Vernon J. Giss, Trustee
By: /s/ Bess C. Stephens
__________________________________
Bess C. Stephens, Trustee
EXHIBIT 2
TRUST AGREEMENT
TRUST AGREEMENT dated as of June 14, 1994 (the "Agreement"), by and
among Jackson T. Stephens; the W.R. Stephens Trust, Jackson T. Stephens,
Vernon J. Giss and Bess C. Stephens, Trustees; the W.R. Stephens, Jr.
Trust, I. Ernest Butler and Vernon J. Giss, Trustees; W.R. Stephens, Jr.;
Warren A. Stephens; the Elizabeth Ann Stephens Campbell Trust, Vernon J.
Giss and I. Ernest Butler, Trustees; Stephens Group, Inc. (individually, a
"Grantor" and, collectively, the "Grantors"); and The Bank of New York, as
trustee (the "Trustee").
WHEREAS the Grantors have committed to the Board of Governors of the
Federal Reserve System (the "Board") to place in trust, on the terms and
conditions stated in this Agreement, all of the shares (the "Shares") of
the common stock (the "Common Stock") of First United Bancshares, Inc.
("First United") to be received by the Grantors in connection with the
merger of Investark Bankshares, Inc. with and into First United (the
"Merger"); and
WHEREAS the Grantors have created the trust arrangement described
herein for such purpose, and the Trustee has agreed to perform the duties
assigned to it herein on the terms and conditions provided.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, it is agreed as
follows:
1. Creation and Purpose of Trust.
(a) Subject to the terms and conditions hereof, a
trust with respect to the Shares is hereby created and
established for the purpose of satisfying the
commitment described above.
(b) The Trustee accepts the trust created by this
Agreement, and agrees to serve as trustee hereunder,
subject to the terms and conditions hereof and with the
express limitation that the Trustee shall have no power
or authority to sell or encumber the Shares except as
expressly provided in Section 3 hereof.
(c) Each Grantor agrees to deposit with the
Trustee, as soon as reasonably practicable following
consummation of the Merger, one or more certificates
duly endorsed for transfer to the Trustee evidencing
the number of Shares set forth opposite the Grantor's
signature below, such Shares being all of the Common
Stock received by the Grantor in connection with the
Merger.
(d) The certificates for the Shares shall be
surrendered by the Trustee to First United for
cancellation, and new stock certificates therefor
promptly shall be issued to and registered in the name
of the Trustee, as trustee under this Agreement. Each
certificate issued to the Trustee pursuant to this
Section shall bear a legend to the effect that it is
held subject to this Agreement.
(e) Promptly upon receipt of the new stock
certificates delivered pursuant to Section l(d), the
Trustee shall issue and deliver to the Grantors
receipts therefor.
(f) Subject to Sections 4 and 5 hereof, the trust
created hereunder shall be irrevocable.
2. Dividends and Distributions. The Trustee shall receive and hold,
subject to the terms of this Agreement, all dividends and distributions
declared and paid on the Shares deposited with it hereunder. The Trustee
shall distribute to the Grantors all dividends and other distributions of
property (except securities of First United that have voting rights on any
matter, absolute or contingent ("Other Voting Securities")) that are
declared and paid on the Shares or Other Voting Securities deposited
hereunder. Such distributions shall be made by the Trustee as soon as
practicable after the receipt of the dividends or other distributions.
3. Sales of Shares by the Grantors.
(a) The Grantors and the Trustee acknowledge and
agree that each Grantor may from time to time direct
the Trustee to sell to any third party unaffiliated
with the Grantors all or a portion of the Shares and/or
any Other Voting Securities held hereunder for the
Grantor's benefit (a "Sale"). Upon receipt of such
direction, the Trustee shall use its reasonable best
efforts to sell the subject Shares and/or Other Voting
Securities promptly and in the manner specified by the
Grantor; provided that the Grantor shall have sole
responsibility for negotiating the terms and conditions
of any Sale with the purchaser(s) of the Shares and/or
any brokerdealer or other intermediary handling the
Sale.
(b) Any Sale shall comply with the requirements of
the Bank Holding Company Act (the "BHCA") and all other
applicable statutory and regulatory requirements.
(c) The Grantors will not sell shares of First
United Common Stock, including the Shares, which in the
aggregate total five percent (5%) or more of First
United's outstanding Common Stock to a purchaser or
group of purchasers without first obtaining the prior
written approval of the Board; provided that such
approval need not be obtained if the sale of such
Common Stock is transacted in connection with an
acquisition of fifty percent (50%) or more of First
United's outstanding Common Stock (excluding the Shares
and any other outstanding shares of Common Stock
beneficially owned by the Grantors) that is approved by
its Board of Directors, whether such acquisition is
effected by merger, consolidation, tender offer,
exchange offer or otherwise. (It is understood and
agreed that the Grantors may not circumvent the
foregoing prohibition by selling less than five percent
(5%) of First United's outstanding Common Stock to a
purchaser or group of purchasers, terminate this
Agreement pursuant to Section 4(a), and then sell
additional shares of Common Stock to the same purchaser
or group of purchasers if the aggregate number of
shares sold in all such transactions would equal or
exceed five percent (5%) of First United's outstanding
Common Stock.) For purposes of this Section 3 (c), the
term "group" shall have the meaning assigned it under
Regulation 13D promulgated under the Securities
Exchange Act of 1934, as amended.
(d) At the closing of any Sale, the Trustee shall
cause the certificates representing the Shares and/or
any Other Voting Securities to be delivered to the
purchaser(s) in the Sale, properly endorsed, if
necessary, for transfer to such purchaser(s), and shall
take all other actions reasonably necessary to
effectuate the transfer to such purchaser(s) of title
thereto in accordance with any agreement providing for
the Sale.
4. Termination of Agreement. This Agreement shall
terminate upon the earlier to occur of either of the following
events:
(a) The total number of shares of Common Stock
owned by the Grantors, including but not limited to the
Shares, shall constitute less than ten percent (10%) of
the total number of shares of Common Stock outstanding;
provided that the Grantors shall provide the Board
written notice of termination pursuant to this Section
4(a) prior to effecting distribution of the Trust
Assets pursuant to Section 5 hereof.
(b) The filing and receipt of approval from the
Board of a Notice of Change in Bank Control allowing
the Grantors to own and vote directly the Shares and
any Other Voting Securities.
5. Distribution of Trust Assets.
(a) Upon receipt of written notice from the
Grantors of the termination of this Agreement, the
Trustee shall promptly cause the certificates
representing the Shares and any Other Voting Securities
registered in its name to be delivered to the Grantors,
properly endorsed, if necessary, for transfer to the
Grantors, and shall take all other actions reasonably
necessary to effectuate the transfer to the Grantors of
title thereto.
(b) In the event of the dissolution or total
liquidation of First United, whether voluntary or
involuntary, a merger or consolidation involving a
change in control of First United, a sale of all or
substantially all of the assets of First United, or the
sale of the Shares or any Other Voting Securities in
accordance with the terms of Section 3 hereof, the
Trustee shall receive the monies, securities, rights or
property to which the holder of the Shares or any Other
Voting Securities are entitled, and, after paying (or
reserving for the payment of) any expenses incurred
pursuant to this Agreement, shall distribute the same,
along with any dividends and distributions of property,
and any interest or dividends paid thereon, received
and held by the Trustee in accordance with Section 2
hereof, to the Grantors.
(c) Upon distribution of all trust assets as
provided in Paragraphs (a) and/or (b) of this Section,
all further obligations or liabilities of the Trustee
in respect of such monies, securities, rights or
property so received shall cease and this Agreement and
the trust created hereunder shall terminate. Any
distribution in partial liquidation of First United
shall be governed by Section 2 hereof.
6. Maintenance of Records. The Trustee shall keep records reflecting
(i) the Shares and any Other Voting Securities held by it for the benefit
of each of the Grantors and (ii) any distributions made by it pursuant to
Sections 2 and 5 hereof. Such records shall also reflect the nature and
ownership of any other property received by the Trustee pursuant to the
terms of this Agreement. Such records shall be open at all reasonable times
to the inspection of Grantors and the Board.
7. Resignation of Trustee. The trustee may at any time resign by
providing to the Grantors and the Board written notice of the resignation,
which shall take effect sixty (60) days thereafter or upon the prior
acceptance thereof; provided that such resignation will not be effective
until a successor Trustee has been appointed in conformity with Section 8
hereof.
8. Successor Trustee. In the event of the resignation of the Trustee,
the vacancy so occurring shall be filled by the Grantors with the approval
of the Board. The rights, powers and privileges of the Trustee named
hereunder shall be possessed by any successor Trustees (hereinafter a
"Successor Trustee").
9. Voting Rights/Beneficial Interest.
(a) The Trustee shall vote the Shares and any other
Voting Securities deposited with it hereunder or give
written consents in lieu of voting thereon, in person
or by proxy at any and all meetings of the shareholders
of First United, or when such consents are given in
lieu of such meetings, for whatsoever purpose called or
held, and in any and all proceedings, whether at a
meeting of the shareholders or otherwise, wherein the
vote or written consent of shareholders may be required
or authorized by law.
(b) The Trustee shall vote the Shares and any Other
Voting Securities "for" and/or "against" any proposal
or other matter submitted to First United shareholders
for approval, including the election of directors, in
the same proportion as the votes cast "for" and
"against" such proposal or other matter by all other
shareholders, not counting abstentions. The Trustee
shall not abstain from voting any of the Shares and any
Other Voting Securities.
(c) No person other than the Trustee shall have any
voting right in respect of the Shares and any Other
Voting Securities so long as this Agreement is in
effect.
(d) The Shares and any Other Voting Securities
shall be held by the Trustee for the benefit of the
Grantors subject to the terms of this Agreement. The
Trustee shall have no beneficial interest in any such
securities, which interest shall reside with the
Grantors.
10. Expenses of Trustee. The Trustee shall have the right to incur and
pay such reasonable expenses and charges and to employ such professional
advisors and legal counsel as is appropriate to facilitate the performance
of its duties hereunder. Any such charges or expenses incurred may be
charged to the Grantors. In addition, the Trustee reserves the right to
deduct its fees and expenses associated with this Agreement from any funds
held by the Trustee for the benefit of the Grantors.
11. Liability of Trustee. The Trustee shall not be liable by reason of
any matter or thing in any way arising out of or in relation to this
Agreement except for such loss or damage as the Grantors may suffer by
reason of the Trustee's willful misconduct or gross negligence; and the
Trustee when acting hereunder shall not be required to give a bond or other
security for the faithful performance of its duties as such.
12. Indemnity, Etc. The Trustee shall be indemnified by the Grantors
from and against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claims whatsoever) (the
"Indemnified Claims") arising out of or based upon this Agreement or the
actions or failures to act of the Trustee hereunder, except to the extent
such Indemnified Claims are caused by or result from the Trustee's gross
negligence or willful misconduct (as determined by a final and unappealable
order of a court of competent jurisdiction). The Grantors' obligation
hereunder shall survive the transfer of all or any portions of their
respective interests in the trust assets, the termination of the trust, or
the resignation or removal of the Trustee.
The Trustee shall be entitled to the prompt reimbursement by the
Grantors for the Trustee's out-of-pocket expenses (including reasonable
attorneys' fees and expenses) incurred in investigating, preparing or
defending against any litigation, commenced or threatened, arising out of
or based upon this Agreement, or the actions or failures to act of the
Trustee hereunder, without regard to the outcome of such litigation;
provided, however, that the Trustee shall be obligated to return any such
reimbursement if it is subsequently determined by a final and unappealable
order of a court of competent jurisdiction that the Trustee was grossly
negligent or engaged in willful misconduct in the matter in question.
13. Compensation for Services. During the period of its service as
Trustee hereunder, the Trustee shall receive from the Grantors the fees
described in Schedule A hereof, payable in the amounts and on the dates
specified therein. The Grantors hereby unconditionally agree to pay such
fees to the Trustee, which shall be in addition to, and not in lieu of, the
reimbursement of expenses provided for by Section 10 hereof. In addition,
the Trustee reserves the right to deduct its fees and expenses associated
with this Agreement from any funds held by the Trustee for the benefit of
the Grantors.
14. Dealings Between Trustee and the Grantors. Nothing herein
contained shall disqualify the Trustee from dealing or contracting with the
Grantors as a lender, borrower or otherwise, nor shall any transaction or
contract be affected or invalidated by reason of the fact that the Trustee
is in any way interested in such transaction or contract; nor shall the
Trustee be liable to account to the Grantors for any profits realized by,
from or through any transaction or contract by reason of the fact that the
Trustee is interested in such transaction or contract.
15. Construction. The term "Trustee" as used herein shall be deemed to
mean the Trustee named herein or any Successor Trustee.
16. Counterparts; Entire Agreement. This Agreement may be executed in
counterparts and shall be deemed to be an original. This Agreement
expresses the entire agreement between the parties and is irrevocable
except as expressly provided herein.
17. Notices. Any notice to or communication with any of the Grantors,
the Trustee or the Board shall be deemed sufficiently given or made when
received and shall be given in writing, and delivered in person or sent by
certified mail, postage prepaid, or by private courier service or by
telecopy or telex, to such person at its address set forth below or at such
other address as such person may hereafter furnish in writing to the
others.
If to the Grantors, to:
Jackson T. Stephens
W.R. Stephens Trust
W.R. Stephens, Jr. Trust
W.R. Stephens, Jr.
Warren A. Stephens
Elizabeth Ann Stephens Campbell Trust
Stephens Group, Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: David A. Knight
Telephone: (501) 377-2573
Fax: (501) 377-2677
If to the Board, to:
Board of Governors of the
Federal Reserve System
20th & C Streets, N.W.
Washington, D.C. 20551
Attention: J. Virgil Mattingly
Telephone: (212) 452-3430
Fax: (212) 452-3101
If to the Trustee, to:
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: David Sampson
Telephone: (212) 815-5712
Fax: (212) 815-5915 or 5917
18. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without reference to
its choice of law provisions.
IN WITNESS WHEREOF, the parties have hereunto set their hands, and in
the case the Grantors set opposite their signatures the number of Shares
initially deposited by them hereunder.
Number of Shares to
be deposited hereunder
/s/ Jackson T. Stephens
--------- -------------------------------
JACKSON T. STEPHENS
--------- W.R. STEPHENS TRUST
By: /s/ Jackson T. Stephens
-------------------------------
Jackson T. Stephens, Trustee
By: /s/ Vernon J. Giss
-------------------------------
Vernon J. Giss, Trustee
By: /s/ Bess C. Stephens
-------------------------------
Bess C. Stephens, Trustee
--------- W.R. STEPHENS JR. TRUST
By: /s/ I. Ernest Butler
-------------------------------
I. Ernest Butler, Trustee
By: /s/ Vernon J. Giss
-------------------------------
Vernon J. Giss, Trustee
--------- W.R. STEPHENS, JR. REVOCABLE TRUST
/s/ W.R. Stephens
--------------------------------------
W.R. Stephens, Jr., Trustee
--------- WARREN A. STEPHENS TRUST
By: /s/ Warren A. Stephens
--------------------------------
Warren A. Stephens, Trustee
--------- ELIZABETH ANN STEPHENS CAMPBELL
REVOCABLE TRUST
By: /s/ Elizabeth Ann Stephens Campbell
------------------------------------
Elizabeth Ann Stephens
Campbell, Trustee
--------- STEPHENS GROUP, INC.
By: /s/ David A. Knight
-----------------------------------
David A. Knight, Vice President
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ I.A. Burrell
-----------------------------------
Name: I.A. Burrell
Title: Assistant Vice President
APPENDIX A
Set forth below are the name and position of each of the directors and
executive officers of Stephens Group, Inc. The business address of each
such person is 111 Center Street, Little Rock, Arkansas 72201 and each
person is a citizen of the United States.
Directors and Executive Officers of Stephens Group, Inc.
--------------------------------------------------------
Jackson T. Stephens
Chairman of the Board
Warren A. Stephens
President, Director
Wilton R. Stephens, Jr.
Director, Senior Vice President
Bess Chisum Stephens
Director
Vernon J. Giss
Director
Craig D. Campbell
Director
Jon E.M. Jacoby
Director, Executive Vice President, Chief Financial
Officer
William R. Walker
Director, Chairman of Stephens Production Company
I. Ernest Butler, Jr.
Director, Asst. Secretary/Treasurer
Elizabeth Ann Stephens Campbell
Registered Broker - Stephens Inc.
