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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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FIRST NATIONAL BANKSHARES, INC.
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(NAME OF ISSUER)
COMMON STOCK OF FIRST NATIONAL BANKSHARES, INC.
PAR VALUE $2.50
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(TITLE OF CLASS OF SECURITIES)
335542 10 6
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(CUSIP NUMBER)
MR. JOHN H. BARKLEY, VICE PRESIDENT, FINANCE/CONTROLLER
%ATCO DEVELOPMENT, INC., 11777 KATY FREEWAY
SUITE 175N, HOUSTON, TEXAS 77079, (281)870-1500
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(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
FEBRUARY 28, 1997
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(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 / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7)
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).
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SCHEDULE 13D
CUSIP NO. 335542 10 6 PAGE 2 OF PAGES
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1 Names of Reporting Persons, S.S. or I.R.S. Identification Number of
Above Persons
ATCO Development, Inc. (74-2093337)
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2 Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
N/A
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3 SEC Use Only
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4 Source of Funds*
N/A
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5 Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
N/A
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6 Citizenship or Place of Organization
Texas, U.S.A.
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7 Sole Voting Power
None
NUMBER OF SHARES --------------------------------------------------
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING None
PERSON WITH --------------------------------------------------
9 Sole Dispositive Power
None
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10 Shared Dispositive Power
None
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
None
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13 Percent of Class Represented by Amount in Row (11)
None
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14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION)
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The following statement of information is being filed by ATCO Development,
Inc., for the purpose of reporting the disposition of 100% of its holdings in
First National Bankshares, Inc. The disposition occurred as a result of a
merger agreement between First National Bankshares, Inc. and Whitney Holding
Corporation which was consummated on February 28, 1997.
This statement is the first amendment to form 13d filed with the Securities
and Exchange Commission on February 8, 1989.
Reporting person will have no further reporting obligation as it will have
less than 5% control of the surviving corporation.
Item 1 - Security and Issuer
First National Bankshares, Inc.
Common Stock, Par Value $2.50
P.O. Box 6096
Houma, Louisiana
Item 2 - Identify and Background
Reporting Person: ATCO Development, Inc. (A Texas Corporation)
11777 Katy Freeway, Suite 175N
Houston, Texas 77079
a) ATCO Development, Inc. (ATCO) is a Texas Corporation. ATCO's
principal business is investment. ATCO is a wholly owned
subsidiary of ATCO Holdings Limited. The directors and executive
officers of ATCO are:
Abdulrahman Ali Al-Turki, Chairman
Kamal Abdelnour, President and Chief Executive Officer, Director
Jamal Abdelnour, Executive Vice President, Director
John H. Barkley, Jr., Vice President, Finance/Controller,
Secretary, Director
Fuad E. Tannous, Director
b) The business address of Messrs Al-Turki and Tannous is:
% A. A. Turki Corporation
P.O. Box 718
Dammam 31421
Saudi Arabia
The business address of Messrs. Abdelnour, Abdelnour, and Barkley
is:
% ATCO Development, Inc.
11777 Katy Freeway, Suite 175N
Houston, Texas 77079
ATCO Holdings Limited is a Cayman Islands, British West Indies
Corporation whose address is:
%Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, British West Indies
ATCO Holdings Limited is owned by Abdulrahman Ali Al-Turki.
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c) Al-Turki is Chairman and CEO of A. A. Turki Corporation, Dammam,
Saudi Arabia and ATCO Holdings Limited, parent company and sole
shareholder of ATCO Development, Inc.
Tannous is Group Vice President and Controller of A. A. Turki
Corporation.
Messrs. Abdelnour, Abdelnour, and Barkley are employed as executive
officers of ATCO Development, Inc.
d) None of the above individuals or organizations has been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors) during the last five years.
e) None of the above individuals or organizations has 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 judgement, 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 during the last five years.
f) Abdulrahman A. Al-Turki is a citizen of the Kingdom of Saudi
Arabia.
Messrs. Abdelnour, Abdelnour, Tannous, and Barkley are U.S.
citizens.
ATCO Holdings Limited is a British West Indies Corporation.
Item 3 - Source and Amount of Funds or Other Compensation.
Not Applicable
Item 4 - Purpose of Transaction
Reporting person exchanged 417,000 shares of First National Bankshares,
Inc. Common Stock, Par Value $2.50 for 234,166 shares of Whitney Holding
Corporation. The shares exchanged accounted for approximately 20.6% of
issuer's common stock outstanding. The shares acquired represent less
than 5% of Whitney.
The exchange was made in accordance with a merger agreement consummated
February 28, 1997.
Reporting person acquired issuers stock for investment purposes. The
shares received in exchange for issuers stock are held for investment.
Item 5 - Interest in Securities of Issuer
None
Item 6 - Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
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Item 7 - Material to be Filed as Exhibits
None
After reasonable inquiry and to the best of my belief, I certify the
information set forth in this statement is true, complete and correct.
/s/ JOHN H. BARKLEY
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John H. Barkley
Vice President, Finance/Controller
