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 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 240.14a-11(c) or 240.14a-12
SIMMONS FIRST NATIONAL CORPORATION
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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 if offset as provided by the
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 No.:
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4) Date Filed:
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SIMMONS FIRST NATIONAL CORPORATION
March 21, 1997
Dear Shareholder:
It is our pleasure to enclose the 1996 Annual Report for your Corporation, which
reflects superior financial performance. During 1996, our associates excelled in
meeting the challenge of growth and austerity, while meeting the highest quality
customer service standards. We hope you will find the reading of this report
another pleasant experience.
Our Annual Shareholders' Meeting will be held the evening of Tuesday, April 22,
1997 at the Pine Bluff Convention Center. You and your spouse, or guest, are
cordially invited to join us for dinner, which will be served at 6:30 p.m. The
business meeting will follow at 7:45 p.m.
Your dinner reservation form is included on your proxy, which is also enclosed
with your proxy statement and a return envelope for your convenience. Please
read the Statement and return your Proxy and dinner reservation as promptly as
possible.
We thank you again for your support, and we look forward to seeing you on April
22.
Sincerely,
/s/ J. Thomas May
J. Thomas May
Chairman, President and
Chief Executive Officer
JTM/ksw
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF SIMMONS FIRST NATIONAL CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of
Simmons First National Corporation will be held at the Banquet Hall of the Pine
Bluff Convention Center, Pine Bluff, Arkansas, at 7:45 P.M., on Tuesday, April
22, 1997 for the following purposes:
1. To fix at 10 the number of directors to be elected at the
meeting;
2. To elect 10 persons as directors to serve until the next
annual shareholders' meeting and until their successors
have been duly elected and qualified;
3. To amend the Articles of Incorporation to reduce the par value of the
Class A Common Stock of the Company from $5.00 per share to $1.00 per
share.
4. To ratify the adoption of the Simmons First National
Corporation Executive Stock Incentive Plan; and
5. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
Only shareholders of record at the close of business on February 28, 1997,
will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ John L. Rush
John L. Rush, Secretary
Pine Bluff, Arkansas
March 21, 1997
ANNUAL MEETING OF SHAREHOLDERS
SIMMONS FIRST NATIONAL CORPORATION
P. O. Box 7009
Pine Bluff, Arkansas 71611
PROXY STATEMENT
Meeting to be held on April 22, 1997
Proxy and Proxy Statement furnished on or about March 21, 1997
The enclosed proxy is solicited on behalf of the Board of Directors of
Simmons First National Corporation (the "Company") for use at the annual meeting
of the shareholders of the Company to be held on Tuesday, April 22, 1997, at
7:45 p.m., at the Banquet Hall of the Pine Bluff Convention Center, Pine Bluff,
Arkansas, or at any adjournment or adjournments thereof. When such proxy is
properly executed and returned, the shares represented by it will be voted at
the meeting in accordance with any directions noted thereon, or if no direction
is indicated, will be voted in favor of the proposals set forth in the notice
attached hereto.
REVOCABILITY OF PROXY
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted.
COSTS AND METHOD OF SOLICITATION
The costs of soliciting proxies will be borne by the Company. In addition
to the use of the mails, solicitation may be made by employees of the Company by
telephone, telegraph and personal interview. These persons will receive no
compensation other than their regular salaries, but they will be reimbursed by
the Company for their actual expenses incurred in such solicitations.
OUTSTANDING SECURITIES AND VOTING RIGHTS
At the meeting, holders of the $5.00 par value Class A common stock (the
"Common Stock") of the Company, the only class of stock of the Company
outstanding, will be entitled to one vote, in person or by proxy, for each share
of the Common Stock owned of record, as of the close of business on February 28,
1997. On that date, the Company had outstanding 5,705,415 shares of the Common
Stock; 892,387 of such shares were held by the Trust and Investment Management
Group of Simmons First National Bank (the "Bank") in a fiduciary capacity, of
which 67,680 shares will not be voted at the meeting. Hence, 5,637,735 shares
will be deemed outstanding and entitled to vote at the meeting.
All actions requiring a vote of the shareholders must be taken at a meeting
in which a quorum is present in person or by proxy. A quorum consists of a
majority of the outstanding shares entitled to vote upon a matter. With respect
to each proposal subject to a stockholder vote, other than the election of
directors, approval requires that the votes cast for the proposal exceed the
votes cast against it. The election of directors will be approved, if each
director nominee receives a plurality of the votes cast. All proxies submitted
will be tabulated by the Bank.
With respect to the election of directors, a shareholder may withhold
authority to vote for all nominees by checking the box "withhold authority for
all nominees" on the enclosed proxy or may withhold authority to vote for any
nominee or nominees by checking the box "withhold authority for certain
nominees" and lining through the name of such nominee or nominees for whom the
authority to vote is withheld as it appears on the enclosed proxy. The enclosed
proxy also provides a method for shareholders to abstain from voting on each
other matter presented. By abstaining, shares will not be voted either for or
against the subject proposals, but will be counted for quorum purposes. While
there may be instances in which a shareholder may wish to abstain from voting on
any particular matter, the Board of Directors encourages all shareholders to
vote their shares in their best judgment and to participate in the voting
process to the fullest extent possible.
An abstention or a broker non-vote, (i.e., when a shareholder does not
grant his or her broker authority to vote his or her shares on non-routine
matters) will have no effect on any item to be voted upon by the shareholders.
In the event a shareholder executes the proxy but does not mark the ballot
to vote (or abstain) on any one or more of the proposals, the proxy solicited
hereby confers discretionary authority to the named proxies to vote in their
sole discretion with respect to such proposals. Further, if any matter, other
than the matters shown on the proxy, is properly presented at the meeting which
may be acted upon without special notice under Arkansas law, the proxy solicited
hereby confers discretionary authority to the named proxies to vote in their
sole discretion with respect to such matters, as well as other matters incident
to the conduct of the meeting. On the date of the mailing of this Proxy
Statement, the Board of Directors has no knowledge of any such other matter
which will come before the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth all persons known to management who own,
beneficially or of record, more than 5% of the outstanding Common Stock, the
number of shares owned by the named Executive Officers in the Summary
Compensation Table and by all Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Owned Beneficially(1) Percent of Class
<S> <C> <C>
Simmons First National Corporation
Employee Stock Ownership Trust ............. 518,506(2) 8.91%
501 Main Street
Pine Bluff, AR 71601
John Hancock Advisers, Inc. ..................... 313,500 5.39%
101 Huntington Avenue
Boston, MA 02199
Barry L. Crow(3) ................................ 21,771 *
J. Thomas May(4) ................................ 44,147 *
John L. Rush(5) ................................. 19,368 *
Donald W. Stone(6) .............................. 96,990 1.67%
All directors and officers
as a group (12 persons) ......................... 426,054 7.32%
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<FN>
* The shares beneficially owned represent less than 1% of the outstanding
common shares.
1 Under the applicable rules, "beneficial ownership" of a security means,
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing voting power, which includes the
power to vote or to direct the voting of such security, or investment power,
which includes the power to dispose of or to direct the disposition of such
security. Unless otherwise indicated, each beneficial owner named has sole
voting and investment power with respect to the shares identified.
2 The Simmons First National Corporation Employee Stock Ownership Plan
("ESOP") purchases, holds and disposes of shares of the Company's stock pursuant
to a Plan under the terms of which the Executive Compensation and Retirement
Committee direct the trustees of the Trust determine when, how many and upon
what terms to purchase or dispose of such shares, other than by distribution
under the Plan. Shares held by the Trust may be voted only in accordance with
the written instructions of the beneficiaries of the Trust, who are all
employees or former employees of the Company and its subsidiaries.
3 Mr. Crow owned of record 3,348 shares; 9,423 shares were held in his
fully vested account in the ESOP, 300 shares were held by his wife, and 8,700
shares were deemed held through exercisable incentive stock options.
4 Mr. May owned of record 15,718 shares; 690 shares were owned by his son;
5,239 shares were held in his account in the ESOP; and 22,500 shares were deemed
held through exercisable incentive stock options.
5 Mr. Rush owned of record 3,372 shares; 7,896 shares were held in his
fully vested account in the ESOP and 8,100 shares were deemed held through
exercisable incentive stock options.
6 Mr. Stone owned of record 5,955 shares; 39,102 shares were owned jointly
with his mother; 33,627 shares were owned by his wife; 11,493 shares were held
in his fully vested account in the ESOP; 2,313 shares were owned by trusts for
his children in which Mr. Stone, as trustee, shares the power of disposition and
voting; and 4,500 shares were deemed held through exercisable incentive stock
options.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors of the Company recommends that the number of
directors to be elected at the meeting be fixed at 10 and that the persons named
below be elected as such directors, to serve until the next annual meeting of
the shareholders and until their successors are duly elected and qualified. Each
of the persons named below is presently serving as a director of the Company for
a term which ends on April 22, 1997, or such other date upon which a successor
is duly elected and qualified.
The proxies hereby solicited will be voted for the election of the nominees
shown below, unless otherwise designated in the proxy. If at the time of the
meeting any of the nominees should be unable or unwilling to serve, the
discretionary authority granted in the proxy will be exercised to vote for the
election of a substitute or substitutes. Management has no reason to believe
that any substitute nominee or nominees will be required.
The table below sets forth the name, age, principal occupation or
employment during the last five years, prior service as a director of the
Company, the number of shares and percentage of the outstanding Common Stock
beneficially owned, with respect to each director and nominee proposed, as
reported by each nominee:
<TABLE>
<CAPTION>
Principal Director Shares Percent
Name Age Occupation(1) Since Owned(2) of Class
<S> <C> <C> <C> <C> <C>
W. E. Ayres 66 Retired, formerly Chairman 1977 61,241(3) 1.05%
of the Company and the Bank
Ben V. Floriani 54 Chairman and Chief Executive 1988 18,024(4) *
Officer, Simmons First Bank
of South Arkansas
C. Ramon Greenwood 69 President, Wave 9 Enterprises, 1991 17,022(5) *
Inc. (management consultant)
Lara F. Hutt, III 61 President, Hutt Materials 1995(6) 37,354(7) *
Materials Company, Inc.
George Makris, Jr. 40 President, M. K. 1997 8,721(8) *
Distributors, Inc.
(Beverage Distributor)
J. Thomas May 50 Chairman, President and 1987 44,147(9) *
Chief Executive Officer of
the Company; Chairman
and Chief Executive Officer
of the Bank
David R. Perdue 62 Vice President, JDR, Inc. 1976 16,752 *
(Investments)
Harry L. Ryburn 61 Orthodontist 1976 61,812(10) 1.06%
Donald W. Stone 65 Chairman, Simmons 1977 96,990(11) 1.67%
First Bank of Jonesboro
Henry F. Trotter, Jr. 58 President, Trotter 1995(12) 22,852(13) *
Ford, Inc.
- ------------------
<FN>
* The shares beneficially owned represent less than 1% of the outstanding
common shares.
1 All persons have been engaged in the occupation listed for at least five
years.
2 Under the applicable rules, "beneficial ownership" of a security means,
directly or indirectly, through any contract, relationship, arrangement,
undertaking or otherwise, having or sharing voting power, which includes the
power to vote or to direct the voting of such security, or investment power,
which includes the power to dispose or to direct the disposition of such
security. Unless otherwise indicated, each beneficial owner named has sole
voting and investment power with respect to the shares identified.
3 Mr. Ayres owned of record 36,214 shares; 606 shares were owned jointly
with his wife; 8,508 shares were owned by his wife; 15,913 shares were held in
his fully vested account in the ESOP.
4 Mr. Floriani owned of record 6,000 shares; 5,724 shares were held in his
fully vested account in the ESOP; and 6,300 shares were deemed held through
exercisable stock options.
5 Mr. Greenwood owned of record 15,550 shares; 300 shares were owned by
Wave 9 Enterprises, Inc., of which he is President; 300 shares were owned
jointly with his wife; and 872 shares were owned by his wife.
6 Prior to his election in 1995, Mr. Hutt has previously served as a
director of the Company from 1976 through 1992. He has served continuously since
1976 as a director of the Bank.
7 Mr. Hutt owned of record 30,354 shares; and 6,900 shares
were owned by his wife.
8 Mr. Makris owned of record 4,500 shares; 225 shares were held as
custodian for a minor child; 900 shares were held in his wife's Individual
Retirement Account and 3,096 shares were held in a trust under which Mr. Makris
is trustee and has sole voting power.
9 Mr. May owned of record 15,718 shares; 690 shares were owned by his son;
5,239 shares were held in his fully vested account in the ESOP; and 22,500
shares were deemed held through exercisable stock options.
10 Dr. Ryburn is a general and limited partner in a family
limited partnership which owns 61,812 shares.
11 Mr. Stone owned of record 5,955 shares; 39,102 shares were owned jointly
with his mother; 33,627 shares were owned by his wife; 11,493 shares were held
in his fully vested account in the ESOP; 2,313 shares were owned by trusts for
his children in which Mr. Stone, as trustee, shares the power of disposition and
voting; and 4,500 shares were deemed held through exercisable stock options.
12 Prior to his election in 1995, Mr. Trotter previously served as a
director of the Company from 1973 through 1992. He has served continuously since
1973 as a director of the Bank.
13 Mr. Trotter owned of record 14,332 shares; and 8,520
shares were owned by Bluff City Leasing, Inc., of which Mr. Trotter
is President.
</FN>
</TABLE>
Committees and Related Matters
Among the various committees of the Board of Directors of the Company are
the Audit and Security Committee and Executive Compensation and Retirement
Committee. The board of directors of the Company has no standing nominating
committee or other committee performing a similar function.
During 1996, the Audit and Security Committee was composed of David Perdue,
Lara F. Hutt, III, Adam B. Robinson, Sr. (non-voting Advisory Director), Mary
Pringos (Director of Simmons First National Bank), Beverly Morrow (Director of
Simmons First National Bank), N. Casey Jones (non-voting Advisory Director), and
Louis L. Ramsay, Jr. (non-voting Advisory Director). This committee provides
assistance to the Board in fulfilling its responsibilities concerning accounting
and reporting practices, by regularly reviewing the adequacy of the internal and
external auditors, the disclosure of the financial affairs of the Company and
its subsidiaries, the control systems of management and internal accounting
controls. During 1996, this Committee met 12 times.
The Executive Compensation and Retirement Committee, which was composed of
C. Ramon Greenwood, Harry L. Ryburn, David R. Perdue, Adam B. Robinson, Sr.
(non-voting Advisory Director), N. Casey Jones (non-voting Advisory Director),
and Louis L. Ramsay, Jr. (non-voting Advisory Director) during 1996, fixes the
compensation of executive officers of the Company, adopts the salary programs
for other personnel and administers the retirement and employee benefit plans of
the Company. During 1996, the Executive Compensation and Retirement Committee
met 6 times.
The Board of Directors of the Company met 13 times during 1996, including
regular and special meetings. No director attended fewer than 75% of the
aggregate of all meetings of the Board of Directors and of all committees on
which such director served.
Certain Transactions
From time to time the Bank, Simmons First Bank of South Arkansas, Simmons
First Bank of Jonesboro, Simmons First Bank of Dumas and Simmons First Bank of
Northwest Arkansas, banking subsidiaries of the Company, have made loans and
other extensions of credit to directors, officers, their associates and members
of their immediate families, and from time to time directors, officers and their
associates and members of their immediate families have placed deposits with
these banks. These loans, extensions of credit and deposits were made in the
ordinary course of business on substantially the same terms (including interest
rates and collateral) as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.
Director Compensation
The table below sets forth the schedule of compensation of Directors of the
Company and its subsidiaries.
<TABLE>
<CAPTION>
Entity Monthly Retainer Meeting Fee(1)
<S> <C> <C>
Simmons First National Corporation
Board of Directors $300 $100
All Committees 0 100
Simmons First National Bank
Board of Directors $300 $100
Senior Loan Committee 400(2) 0
Agricultural Loan Committee 100 50
All Other Committees 0 100
Simmons First Bank of Jonesboro
Board of Directors $ 0 $100
All Committees $ 0 $100
Simmons First Bank of South Arkansas
Board of Directors $100 $ 0
All Committees 0 100
Simmons First Bank of Dumas
Board of Directors $250 $ 0
All Committees 0 0
Simmons First Bank of Northwest Arkansas
Board of Directors $150 $100
All Committees 0 100
- -------------------
<FN>
1 Only Simmons First Bank of South Arkansas pays meeting fees to directors
who are also officers of that bank. All entities pay meeting fees based upon
meetings attended, except Simmons First Bank of South Arkansas, which pays based
upon scheduled meetings.
2 The monthly retainer is payable only to directors on the committee who
are not officers of the bank.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The tables below set forth the compensation for 1994, 1995 and 1996 of the
Chief Executive Officer and the three highest paid executive officers of the
Company, being the only executives whose total cash compensation exceeded
$100,000 during 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Other
Annual Securities All Other
Name and Compen- Underlying Compen-
Principal sation2 Options/ sation3
Position Year Salary($) Bonus($)1 ($) SARs (#) ($)
<S> <C> <C> <C> <C> <C> <C>
J. Thomas May, 1996 $250,000 $55,855 $10,300 0 $64,554
Chief Executive 1995 $250,000 $32,250 $10,600 15,000 $60,048
Officer 1994 $232,000 $27,950 $10,400 7,500 $57,576
Donald W. Stone, 1996 $132,752 $22,171 $ 6,100 0 $60,867
Chairman, Simmons 1995 $132,752 $22,000 $ 6,000 0 $37,293
First Bank of 1994 $128,885 $14,300 $ 6,000 0 $16,399
Jonesboro
Barry L. Crow, 1996 $118,037 $27,714 $ 800 3,000 $ 9,286
Executive Vice 1995 $118,037 $18,750 0 4,500 $ 7,374
President 1994 $114,599 $16,250 0 0 $ 8,338
John L. Rush, 1996 $103,098 $21,163 $ 9,700 3,000 $ 8,049
Secretary 1995 $103,098 $13,875 $ 9,600 3,000 $ 6,367
1994 $100,095 $12,025 $ 9,700 0 $ 7,115
- ----------------------
<FN>
1 The Bonuses shown in this column are earned and paid pursuant to the Simmons
First National Corporation Incentive Compensation Program, which is more fully
described in the Compensation Committee Report on Executive Compensation.
2 Fees paid to Directors and the Secretary for attendance at meetings of the
Board of Directors of the Company and its subsidiaries.
3 For 1996, this category includes for Mr. May contribution to the ESOP,
$6,544, the Company's matching contribution to the Section 401(k) Plan, $1,875,
the accrual to his deferred compensation agreement, $54,785 and life insurance
premiums, $1,350; for Mr. Stone contribution to the ESOP, $6,544, the Company's
matching contribution to the Section 401(k) Plan, $1,875, the accrual to his
deferred compensation agreement, $51,399 and life insurance premiums, $1,049;
for Mr. Crow contribution to the ESOP, $6,387, the Company's matching
contribution to the Section 401(k) Plan, $1,875, and life insurance premiums,
$1,024; for Mr. Rush contribution to the ESOP, $5,557, the Company's matching
contribution to the Section 401(k) Plan, $1,598, and life insurance premiums,
$894. Certain additional personal benefits, including club memberships, are
granted to officers of the Company, including the named executive officers;
however, in the Company's estimation the value of such personal benefits to the
named executive officers does not exceed the lesser of $50,000 or 10% of the
aggregate compensation of any such officer. For 1995, this category includes for
Mr. May contribution to the ESOP, $5,842, the Company's matching contribution to
the Section 401(k) Plan, $950, the accrual to his deferred compensation
agreement, $52,176 and life insurance premiums, $1,080; for Mr. Stone
contribution to the ESOP, $5,842, the Company's matching contribution to the
Section 401(k) Plan, $972, the accrual to his deferred compensation agreement,
$1,057 and life insurance premiums, $1,080; for Mr. Crow contribution to the
ESOP, $5,301, the Company's matching contribution to the Section 401(k) Plan,
$1,057, and life insurance premiums, $1,016; for Mr. Rush contribution to the
ESOP, $4,574, the Company's matching contribution to the Section 401(k) Plan,
$905, and life insurance premiums, $888. For 1994, this category includes for
Mr. May contribution to the ESOP, $5,755, the Company's matching contribution to
the Section 401(k) Plan, $1,500, the accrual to his deferred compensation
agreement, $49,241 and life insurance premiums, $1,080; for Mr. Stone
contribution to the ESOP, $5,755, the Company's matching contribution to the
Section 401(k) Plan, $1,875, the accrual to his deferred compensation agreement,
$7,702 and life insurance premiums, $1,067; for Mr. Crow contribution to the
ESOP, $5,546, the Company's matching contribution to the Section 401(k) Plan,
$1,807, and life insurance premiums, $985; for Mr. Rush contribution to the
ESOP, $4,717, the Company's matching contribution to the Section 401(k) Plan,
$1,537, and life insurance premiums, $861.
</FN>
</TABLE>
Option Grants During the 1996 Fiscal Year
The following Table provides information on option grants to the named
executive officers during 1996.
Option Grants in Last Fiscal Year(1)
<TABLE>
<CAPTION>
Individual Grants
Potential Realized
Number of Value at Assumed
Securities % of Total Annual Rates of
Underlying Options Exercise Stock Price
Options Granted to or Base Appreciation For
Granted Employees Price Expiration the Option Term
Name (#) Fiscal Year ($/Sh) Date 5%($)(2) 10%($)(2)
<S> <C> <C> <C> <C> <C> <C>
J. Thomas May 0 -- --- --- --- ---
Donald W. Stone 0 -- --- --- --- ---
Barry L. Crow 600 1.31% $25.667 11/26/2001 $ 4,255 $ 9,402
600 1.31% $25.667 11/26/2002 $ 5,238 $11,882
600 1.31% $25.667 11/26/2003 $ 6,269 $14,610
600 1.31% $25.667 11/26/2004 $ 7,353 $17,612
600 1.31% $25.667 11/26/2005 $ 8,491 $20,913
John L. Rush 600 1.31% $25.667 11/26/2001 $ 4,255 $ 9,402
600 1.31% $25.667 11/26/2002 $ 5,238 $11,882
600 1.31% $25.667 11/26/2003 $ 6,269 $14,610
600 1.31% $25.667 11/26/2004 $ 7,353 $17,612
600 1.31% $25.667 11/26/2005 $ 8,491 $20,913
- -------------------
<FN>
1 No Stock Appreciation Rights ("SARs") were awarded during 1996.
2 The sum in these columns result from calculations assuming 5% and 10% growth
rates as set by the SEC and are not intended to forecast future price
appreciation of Common Stock of the Company.
</FN>
</TABLE>
Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal
Year End Option Values
The following table sets forth information with respect to the named executive
officers concerning unexercised options held as of December 31, 1996.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year End Option/SAR Values(1)
<TABLE>
<CAPTION>
Shares Number of Securities Underlying Value of Unexercised
Acquired Value Unexercised Options at FY-End In-the-Money Options
on Exercise Realized Options at FY-End (#) at FY-End ($)(2)
Name (#) ($) Exercisable/ Unexercisable Exercisable/ Unexercisable
<S> <C> <C> <C> <C>
J. Thomas May 3,000 $45,311 22,500 / 16,500 $328,187 / $187,438
Donald W. Stone 0 0 4,500 / 0 $ 78,188 / $0
Barry L. Crow 0 0 8,700 / 4,800 $122,900 / $21,600
John L. Rush 0 0 8,100 / 3,900 $119,000 / $16,800
- --------------------
<FN>
1 The Company has no outstanding SARs.
2 The Values are computed using $27.00, the closing price for the Company's
stock on December 31, 1996 and are adjusted for the 50% stock dividend paid on
December 6, 1996.
</FN>
</TABLE>
Performance Graph
The graph below shows a comparison of the cumulative total shareholder
return (assuming reinvestment of dividends), as of December 31 of each year, for
the Common Stock, the S&P 500 Index and the NASDAQ Bank Stock Index, assuming a
$100 investment on December 31, 1991.
Note: The results shown on the graph below is not indicative of future
price performance.
<TABLE>
Comparison of Cumulative Five Year Total Return
SFNC, S&P 500 Index and NASDAQ Bank Index
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
SFNC $100 $176 $219 $187 $253 $343
S&P 500 $100 $108 $118 $120 $165 $203
NASDAQ Bank $100 $146 $166 $165 $246 $326
</TABLE>
Deferred Compensation and Change in Control Arrangements
Two of the five individuals named above (J. Thomas May and Donald W. Stone)
are each a party to a deferred compensation agreement, under the terms of which
Simmons First National Bank, in the case of May, and Simmons First Bank of
Jonesboro, in the case of Stone, agrees to pay to each such individual, upon
normal retirement at age 65, or upon death or disability prior to age 65, a
monthly sum of deferred compensation equal to one twelfth (1/12) of fifty
percent (50%) of the final average compensation (the average compensation paid
to the individual by the employer for the most recent five consecutive calendar
years), less the accrued monthly benefit to such individual under the deferred
annuity received upon the termination of the Company's pension plan; such
payments begin the month following retirement and continue for 120 consecutive
months or until the individual's death, whichever shall occur later.
Further, the deferred compensation agreements provide that, in the event of
a change of control of the Company and the subsequent separation from service of
the officer, eligibility to receive payments under the Agreement will be
accelerated. In such circumstance, if the officer has attained age 60, the
officer is entitled to commence receiving the specified monthly payments under
the agreement immediately after separation from service, without any actuarial
reduction due to age. If the officer has not attained age 60, the officer is
entitled to immediately commence receiving 72 monthly payments equal to one
twelfth (1/12) of fifty (50%) percent of the final average compensation, less
the accrued monthly benefit to such individual then payable under the annuity
received pursuant to the termination of the Company's pension plan.
Compensation Committee Interlocks and Insider Participation
During 1996, the Executive Compensation and Retirement Committee was
composed of C. Ramon Greenwood, David R. Perdue, Harry L. Ryburn, Adam B.
Robinson, Sr. (non-voting Advisory Director), N. Casey Jones (non-voting
Advisory Director), and Louis L. Ramsay, Jr. (non-voting Advisory Director).
None of these individuals were employed as officers or employees of the Company
during 1996. Prior to retirement in 1983, Louis L. Ramsay, Jr. was previously
employed by the Company in various capacities, including Chief Executive
Officer.
Compensation Committee Report on Executive Compensation
The Executive Compensation and Retirement Committee issued the following
report on the general guidelines for executive compensation and the bases for
establishing the compensation of the Chief Executive Officer:
General Compensation Guidelines for Executive Officers
The Company and its subsidiaries in establishing executive compensation,
analyze four aspects of total compensation: Salary, Incentive Compensation,
Stock Options and Retirement Compensation.
The Company, after consultation with a compensation consultant, established
job grades and determined the value of each job within the Company. Subject to
adjustment for unique factors affecting the job or the executive, the Company
generally targets the midpoint of the market salary range, as adjusted annually,
as the guide for salaries for executive officers, who are satisfactorily
performing their duties. However, in spite of performance which the committee
believes to be exemplary, the salary of the Chief Executive Officer and the
Chairman of the Company has been and is significantly below the midpoint of the
market compensation ranges for this position.
The Simmons First National Corporation Incentive Compensation Program
provides compensatory incentives for executive officers to reinforce achievement
of the financial goals of the Company, its subsidiary banks and the
participating executives. At the beginning of each year, participating
executives are allocated incentive points, which are the basis of the
executive's participation within the program. Annually, performance thresholds
are established for the Company (net income threshold), each of the subsidiary
banks (net income threshold) and each of the participating executive officers
(thresholds based upon actual department income and expense factors versus
budgeted items). Incentive compensation is payable under the Plan for a fiscal
year only if (1) the Company satisfied an applicable threshold, (2) the entity
employing the executive satisfied an applicable threshold and (3) the executive
satisfied at least 75% of the applicable individual threshold. Performance by
the Company and the subsidiary banks above the thresholds may proportionately
increase the compensation of each incentive point.
The Company maintains an incentive stock option plan for additional
incentive compensation to certain executive officers. The Plan provides an
incentive for the participating executive officers to enhance the long term
financial performance of the Company and the value of the Common Stock.
Participation under this Plan has been offered to those executive officers whose
long term employment and job performance can significantly affect the continued
profitability of the Company and its subsidiary banks.
The Company also maintains an Employee Stock Ownership Plan and a Section
401(k) Plan to provide retirement benefits for substantially all of its
employees, including its executive officers. In addition, two of the subsidiary
banks have deferred compensation agreements for certain of the executive
offices, as a supplement to the retirement benefits available under the other
plans. These agreements provide for a monthly benefit at age 65, or earlier upon
death or disability, equal to 50% of the average monthly compensation of the
executive officer during the prior five years and provides certain benefits, in
the event of a change in control of the Company and the subsequent separation
from service by the executive officer.
Bases for the Chief Executive Officer's Compensation
The salary and retirement benefits provided to the Chief Executive Officer
is set by the Executive Compensation and Retirement Committee and approved by
the Board of Directors, after an examination of the annual market analysis
provided by the compensation consultant retained by the Company. The Committee
has historically emphasized incentive compensation for the Chief Executive
Officer, through the incentive compensation program and stock option grants.
The Chief Executive Officer was allocated 550 points in the incentive
compensation program. His threshold of performance was based upon the net income
of the Company (60%) and Simmons First National Bank (40%). The Company met its
performance threshold for 1996. Based upon the 1996 performance of the Company,
the compensation value of each of his points was $101.55. The incentive
compensation earned by the Chief Executive Officer under this Program was
$55,855.
EXECUTIVE COMPENSATION & RETIREMENT COMMITTEE
Harry L. Ryburn, Chairman Louis L. Ramsay, Jr. C. Ramon Greenwood
N. Casey Jones Adam B. Robinson, Sr. David R. Perdue
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 and the
regulations issued thereunder require directors and certain officers of any
company registered under that Act to file statements on SEC Forms 3, 4 & 5 with
the Securities and Exchange Commission, showing their beneficial ownership in
securities issued by such company. Based upon a review of such statements by
the directors and officers of the Company for the preceding fiscal years,
provided to the Company by such persons, the Company has identified the
following persons who failed to timely file the required statements during the
preceding fiscal year: Form 4 (filed late): J. Thomas May; Form 5 (filed
late): J. Thomas May, Donald W. Stone, Ben Floriani, Barry Crow, John L. Rush,
James P. Powell, Rick Tremblay, Joe Mills, and Dennis Ferguson.
The Form 4 of Mr. May which was filed late was partially due to an
oversight in the compliance monitoring program concerning the exercise of
incentive stock options. The Form 5's referred to above were filed 6 days late
due to the delayed receipt of certain information concerning qualified
retirement plans required for completion. During 1997, the Company has modified
its compliance monitoring system which it expects to better monitor and assist
directors and officers in complying with the requirements of Section 16(a). To
the best knowledge of the Company, all required reports have been filed as of
the date hereof.
PROPOSAL TO REDUCE THE PAR VALUE OF THE
CLASS A COMMON STOCK OF THE CORPORATION
The third item to be acted upon is the approval of an amendment to the
Articles of Incorporation of the Company reducing the par value of the Class A
Common Stock of the Company from $5.00 to $1.00. The Board of Directors, at its
February 24, 1997 meeting, approved such an amendment to the Articles of
Incorporation, by amending the first paragraph of Article Fourth of the Articles
of Incorporation to read as follows:
FOURTH: The authorized capital stock of this Corporation shall consist
of 10,000,000 shares of Class A common stock having a par value of $1.00
per share; 300 shares of Class B common stock having a par value of $1.00
per share; 50,000 shares of Class A preferred stock having a par value of
$100.00 per share; 50,000 shares of Class B preferred stock having a par
value of $100.00 per share; all with the powers, privileges, incidents,
preferences and limitations hereinafter set forth:
Certain taxes which are assessed upon the Company are computed upon the
aggregate par value of the outstanding stock of the Company. Management
estimates that the adoption of the proposed amendment and the reduction in the
aggregate par value of the Company's common stock may reduce the Company's tax
liability by as much as $60,000 per year based upon current tax rates and the
number of shares of common stock of the Company currently outstanding.
The amendment, if adopted, will not change or affect the number of shares
of Class A Common Stock of the Company outstanding or the number of such shares
held by any shareholder. The change in par value will cause technical changes in
the balance sheet as to the amounts shown as "Common stock stated value" and
"Capital surplus" thereon. Specifically, the amount shown as Common Stock stated
value will be reduced from $5.00 times the number of shares of Class A Common
Stock outstanding to $1.00 times the number of such shares outstanding, while
capital surplus will be increased in the same amount by which Capital Stock
stated value is reduced. Total Stockholders equity will not change or be
affected by the proposed amendment.
To illustrate the effect that the proposed amendment would have on the
balance sheet of the Company, the following shows the "Capital stock stated
value" and "Capital surplus", as of December 31, 1996, as shown in the financial
statements of the Company and as such items would have been adjusted had the
proposed amendment been in effect on December 31, 1996:
<TABLE>
<CAPTION>
December 31, 1996 Adjusted
<S> <C> <C>
Common Stock Stated Value $28,527,000 $ 5,705,000
Capital Surplus $22,040,000 $44,862,000
$50,567,000 $50,567,000
</TABLE>
The Board of Directors proposes to amend the Articles of Incorporation as
set forth above and to restate the Articles of Incorporation of the Company with
such amendment. The Board of Directors believes that it is in the best interests
of the Company and its stockholders to reduce the par value of its outstanding
common stock.
If authority to amend and restate the articles is granted by the
stockholders at the Shareholders' Meeting, management intends to file the
Amended and Restated Articles of Incorporation immediately following such
approval, and the Amended and Restated Articles of Incorporation will become
effective upon filing with the Arkansas Secretary of State.
ADOPTION OF THIS PROPOSAL AND THE PROPOSED AMENDED AND RESTATED ARTICLES OF
INCORPORATION REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT LEAST A
MAJORITY OF THE SHARES OF COMMON STOCK OF SFNC ELIGIBLE TO VOTE AT THE
SHAREHOLDERS' MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
APPROVAL OF THE SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE STOCK INCENTIVE PLAN
The fourth item to be acted upon at the annual meeting is a proposal to
approve the Simmons First National Corporation Executive Stock Incentive Plan
(the "Plan"), which has the purpose, among others, of supplementing the Simmons
First National Corporation Incentive and Non-qualified Stock Option Plan
("Existing Plan") adopted in 1990. The Existing Plan has only 1,500 shares (plus
any shares related to outstanding options which terminate or lapse) remaining to
be granted, and therefore has practically served its purpose and usefulness to
the Company. The number of shares reserved for issuance under the Plan (subject
to adjustment for changes in capitalization and certain unusual or non-recurring
events) is 145,000 shares of Class A Common Stock. The Plan also provides that
shares subject to terminated options granted under it again become available for
grant, except when terminated upon the exercise of a tandem stock appreciation
right. The Board of Directors of the Company, at its February 24, 1997 meeting,
approved the Plan, which is by its terms subject to shareholder approval.
The Plan states that its purposes are to retain employees with a high
degree of training, experience, and ability, to attract new employees whose
services are considered unusually valuable, to encourage the sense of
proprietorship of such persons and to stimulate the active interest of such
persons in the development and financial success of the Company. The Plan gives
the Board of Directors, which will administer it, a high degree of authority and
discretion, including selecting participants from time to time from among the
employees of the Company, its affiliates and subsidiaries and determining the
nature and amount of the awards to them. Consequently the benefits or amounts
that will be allocated or received under the Plan or which would have been
allocated or received had the Plan been in effect for 1996 cannot currently be
determined.
The Plan provides for the grant of incentive stock options, non-qualified
stock options and stock appreciation rights ("SARs") covering up to 130,000
shares. It also provides for the grant of up to 15,000 shares of restricted
stock ("Bonus Shares").
The exercise price for any which qualifies as an "incentive stock option"
may not be less than the fair market value of the stock subject to the option on
the date of the grant. The Plan contains no limitation upon the price at which
non-qualified options may be granted. Upon exercise, the price must be paid in
full either in cash or in previously acquired shares or a combination thereof.
No option shall be exercisable after the tenth anniversary of its grant and no
award under the Plan may be granted after February 24, 2007. The closing per
share price of the Common Stock on the NASDAQ Stock Market's National Market on
February 28, 1997 was $27.0625.
With respect to an option granted under the Plan which qualifies as an
"incentive stock option" within the meaning of section 422 of the Internal
Revenue Code, for federal income tax purposes, no income is recognized by the
optionee when such option is granted or exercised pursuant to the Plan and the
Corporation recognizes no income or deduction upon such grant or exercise.
However, the amount by which the fair market value of the shares at the time of
exercise exceeds the exercise price will be a tax preference item in the year of
exercise, for purposes of the alternative minimum tax imposed by section 55 of
the Internal Revenue Code. Generally, an optionee's basis in the shares received
upon exercise of an option (the "option shares") will be the exercise price paid
by him for the option shares. However, for purposes of calculating alternative
minimum taxable income in the year the option shares are sold, the basis of such
option shares is increased to the fair market value of the stock at the time of
exercise.
If an optionee does not dispose of option shares within the later of two
years from the date of option grant or one year after the transfer of the option
shares to the optionee (the "holding period"), any gain or loss upon disposition
of the option shares will be treated, for federal income tax purposes, as
long-term capital gain or loss, as the case may be. A "disposition" includes a
sale, exchange, gift or other transfer of legal title. If the option shares are
disposed of within the holding period, all or part of the gain, if any, will be
characterized as ordinary income depending upon the relative amount of the sale
price of the option shares as compared with the exercise price of the option
shares. Any loss resulting from the disposition of option shares within the
holding period will be long-term or short-term capital loss depending upon how
long the shares were held before the disposition. Ordinary income received on
account of a disposition of option shares within the holding period will be
treated as additional compensation which is subject to federal income tax
withholding and employment tax provisions and which is a deductible expense for
the Company.
With respect to an option which does not qualify as an incentive stock
option within the meaning of Internal Revenue Code section 422 (a "non-qualified
option"), for federal income tax purposes, no income is recognized by the
optionee when such option is granted pursuant to the Plan and the Company
recognizes no income or deduction upon such grant. Upon exercise of a
non-qualified option, the difference between the fair market value of the shares
acquired at the time of exercise (the "option shares") and the option price of
such shares will be treated for federal income tax purposes as ordinary income
received as additional compensation, subject to federal income tax withholding
and employment tax provisions, and the Company will receive a corresponding tax
deduction. An optionee's basis in option shares will be the fair market value
thereof on the date of exercise. Generally, subsequent sales of such shares will
result in recognition of capital gain or loss, which may be long-term or
short-term, depending on how long the option shares were held before the
disposition. Special rules apply for purposes of determining the amount of
ordinary income upon disposition of option shares in the case of persons subject
to section 16(b) of the Securities Exchange Act of 1934.
With respect to SARs granted under the Plan, cash amounts received upon
exercise of a SAR will be treated for federal income tax purposes as ordinary
income received as additional compensation, subject to federal income tax
withholding and employment tax provisions, and the Corporation will receive a
corresponding tax deduction. With respect to SARs exercised for stock, a
participant will recognize income, for federal income tax purposes, upon the
removal of any restrictions with respect to the shares, in an amount equal to
the fair market value of the shares that are unconditionally vested on that
date. Such income will be treated as ordinary income received as additional
compensation, subject to federal income tax withholding and employment tax
provisions, and the Company will receive a corresponding tax deduction. The
participant's basis will be the greater of the fair market value of the stock on
the date the shares are transferred or the date, if any, that the restrictions
are removed.
With respect to Bonus Shares, generally, absent an election by the
participant described below, there will be no federal income tax consequences to
either the participant or the Company upon the grant of the Bonus Shares. A
participant will recognize income, for federal income tax purposes, at the time
that the restrictions with respect to any portion of the Bonus Shares are
removed, in an amount equal to the fair market value of the shares that are
unconditionally vested on that date. Such income will be treated as ordinary
income received as additional compensation, subject to federal income tax
withholding and employment tax provisions, and the Company will receive a
corresponding tax deduction. Prior to the removal of restrictions with respect
to an award, a participant's basis in the stock is the amount, if any, he is
required to pay for the stock. Upon removal of the restrictions, the
participant's basis will be the fair market value of the stock on the date the
restrictions are removed.
A participant may elect to recognize ordinary income in the taxable year in
which the Bonus Shares are granted, in an amount equal to the fair market value
of all shares of restricted stock awarded to the participant (notwithstanding
the restrictions with respect to such stock) on the date of the award.
Thereafter, any subsequent appreciation or depreciation of the stock will be
treated as capital gain or loss, as the case may be, which is recognized upon
disposition of the stock. Such election must be made within the time limits set
forth in the Internal Revenue Code.
The Plan may be amended in any manner by the Board of Directors, subject to
shareholder approval to meet any applicable securities law provisions. It also
provides that all stock options shall become immediately exercisable and all
restrictions on Bonus Shares shall terminate in the event of a "change in
control."
ADOPTION OF THIS PROPOSAL to APPROVE THE PLAN REQUIRES THE AFFIRMATIVE VOTE OF
THE HOLDERS OF AT LEAST A MAJORITY OF THE SHARES OF COMMON STOCK OF SFNC
ELIGIBLE TO VOTE AT THE SHAREHOLDERS' MEETING. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR THIS PROPOSAL.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Baird, Kurtz & Dobson served as the Company's auditors in 1996
and has been selected to serve in 1997. Representatives of Baird, Kurtz & Dobson
are expected to be present at the shareholders meeting with the opportunity to
make a statement if they so desire and are expected to be available to respond
to appropriate questions.
FINANCIAL STATEMENTS
The annual report of the Company and its subsidiaries for the year ended
December 31, 1996, including audited financial statements, is enclosed herewith.
Such report and financial statements contained therein are not incorporated into
this Proxy Statement and are not considered a part of the proxy soliciting
materials, since they are not deemed material for the exercise of prudent
judgment in regard to the matters to be acted upon at the meeting.
Upon written request by any shareholder addressed to Mr. John L. Rush,
Secretary, Simmons First National Corporation, P. O. Box 7009, Pine Bluff,
Arkansas, 71611, a copy of the Company's annual report for 1996 on Form 10-K
required to be filed with the Securities and Exchange Commission, including the
financial statements and schedules thereto, will be furnished without charge.
PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1998 annual
meeting of the shareholders of the Company must be received by the Company at
its principal executive offices on or prior to November 21, 1997, for inclusion
in the Company's Proxy Statement and form of proxy relating to that meeting.
OTHER MATTERS
Management knows of no other matters to be brought before this annual
meeting. However, if other matters should properly come before the meeting, it
is the intention of the persons named in the proxy to vote such proxy in
accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ John L. Rush
John L. Rush, Secretary
Pine Bluff, Arkansas
March 21, 1997
APPENDIX A
FORM OF PROXY
ANNUAL MEETING OF SHAREHOLDERS
SIMMONS FIRST NATIONAL CORPORATION
(1) PROPOSAL TO FIX NUMBER OF DIRECTORS AT TEN
____ FOR _____ AGAINST _____ ABSTAIN
(2) ELECTION OF DIRECTORS: (mark only one box)
____ FOR ALL NOMINEES
____ WITHHOLD AUTHORITY FOR ALL NOMINEES
____ WITHHOLD AUTHORITY FOR CERTAIN NOMINEES below whose names
have been
lined through
W. E. Ayres George A. Makris, Jr. Dr.Harry L. Ryburn
Ben V. Floriani J. Thomas May Donald W. Stone
C. Ramon Greenwood David R. Perdue Henry F. Trotter, Jr.
Lara F. Hutt, III
(3) To amend the Articles of Incorporation to reduce the par value of the Class
A Common Stock of the Company from $5.00 per share to $1.00 per share.
____ FOR _____ AGAINST _____ ABSTAIN
(4) To ratify adoption of the Simmons First National Corporation Executive Stock
Incentive Plan; and
____ FOR _____ AGAINST _____ ABSTAIN
(5) Upon such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The undersigned hereby constitutes and appoints Jane Roe Buckley, Eugene Hunt
and William C. Bridgforth, as Proxies, each with the power of substitution, to
represent and vote as designated on this proxy all shares of the common stock of
Simmons First National Corporation held of record by the undersigned on February
28, 1997, at the Annual Meeting of Shareholders to be held on Tuesday, April 22,
1997, at 7:45 P.M., and any adjournment thereof. This proxy when properly
executed, will be voted as directed. IF NO DIRECTION, IS GIVEN, THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS.
The undersigned acknowledge receipt of this ballot, Notice of Annual Meeting,
Proxy Statement and Annual Report.
- ----------------------------------- ------------
- ----------------------------------- ------------
Signature(s) of Shareholders(s) Date
IMPORTANT: Please date this proxy and sign your name exactly as your name
appears and return promptly in the envelope provided.
Shares:___________ Ballot No.:___________
NOTE: Dinner reservations may be made on the back of this form
SIMMONS FIRST NATIONAL CORPORATION
PINE BLUFF, ARKANSAS
Please make reservations for the shareholder's dinner on April 22, 1997, at 6:30
p.m., at the Pine Bluff Convention Center Banquet Hall.
_______________ I will attend.
_______________ A guest and I will attend.
_______________ I will not attend.
