SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1997 Commission File Number 06253
------------- -----
SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas 71-0407808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Main Street Pine Bluff, Arkansas 71601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 870-541-1350
Not Applicable
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period) and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
---- ----
Indicate the number of shares outstanding of each of issuer's classes of common
stock.
Class A, Common 5,722,612
Class B, Common None
SIMMONS FIRST NATIONAL CORPORATION
INDEX
Part I: Summarized Financial Information
Consolidated Balance Sheets --
June 30, 1997 and December 31, 1996 3-4
Consolidated Statements of Income --
Three months and six months ended
June 30, 1997 and 1996 5
Consolidated Statements of Cash Flows --
Six months ended June 30, 1997 and 1996 6
Consolidated Statements of Changes in Stockholders'
Equity -- Six months ended
June 30, 1997 and 1996 7
Notes to Consolidated Financial Statements 8-16
Management's Discussion and Analysis of Financial
Condition and Results of Operations 17-18
Review by Independent Certified Public Accountants 19
Part II: Other Information 20-21
Part I: Summarized Financial Information
<TABLE>
Simmons First National Corporation
Consolidated Balance Sheets
June 30, 1997 and December 31, 1996
ASSETS
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
- ----------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Cash and non-interest bearing balances due from banks $ 30,962 $ 41,989
Interest bearing balances due from banks 5,253 8,312
Federal funds sold and securities purchased
under agreements to resell 38,805 18,980
--------- ---------
Cash and cash equivalents 75,020 69,281
Investment securities 258,431 237,662
Mortgage loans held for sale, net of unrealized gains (losses) 3,953 10,101
Assets held in trading accounts 1,023 182
Loans 546,091 510,813
Allowance for loan losses (8,358) (8,366)
--------- ---------
Net loans 537,733 502,447
Premises and equipment 21,104 20,764
Foreclosed assets held for sale 1,248 903
Interest receivable 8,705 9,675
Cost of loan servicing rights acquired 7,900 8,906
Excess of cost over fair value of net assets acquired, at amortized cost 2,977 3,164
Other assets 12,658 18,247
--------- ---------
TOTAL ASSETS $ 930,752 $ 881,332
========= =========
The December 31, 1996 Consolidated Balance Sheet is as reported in the
Corporation's 1996 Annual Report to the Stockholders.
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
Simmons First National Corporation
Consolidated Balance Sheets
June 30, 1997 and December 31, 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
- -------------------------------------------------------------------------------------------------------
(Unaudited)
LIABILITIES
<S> <C> <C>
Non-interest bearing transaction accounts $117,360 $126,568
Interest bearing transaction accounts and savings deposits 269,066 264,554
Time deposits 367,457 345,245
-------- --------
Total deposits 753,883 736,367
Federal funds purchased and securities sold
under agreements to repurchase 35,447 29,079
Short-term debt 5,451 1,484
Long-term debt 18,294 1,067
Accrued interest and other liabilities 10,981 10,510
-------- --------
Total liabilities 824,056 778,507
-------- --------
STOCKHOLDERS' EQUITY
Capital stock
Class A, common, par value $1 a share (par value $5
a share in 1996),authorized 10,000,000 shares,
5,722,612 issued and outstanding at 1997 and
5,705,415 at 1996 5,723 28,527
Surplus 44,939 22,040
Undivided profits 54,964 51,106
Unrealized appreciation on available-for-sale securities,
net of income taxes of $608 at 1997 and $655 at 1996 1,070 1,152
-------- --------
Total stockholders' equity 106,696 102,825
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $930,752 $881,332
======== ========
The December 31, 1996 Consolidated Balance Sheet is as reported in the
Corporation's 1996 Annual Report to the Stockholders.
See Notes to the Consolidated Financial Statements
</TABLE>
<TABLE>
Simmons First National Corporation
Consolidated Statements of Income
Three Months and Six Months Ended June 30, 1997 and 1996
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
(In thousands, except per share data) 1997 1996 1997 1996
- -------------------------------------------------------------------------------------------------------------
(Unaudited)
INTEREST INCOME
<S> <C> <C> <C> <C>
Loans $ 12,158 $ 10,716 $ 23,679 $ 21,202
Federal funds sold and securities purchased
under agreements to resell 572 382 1,110 929
Investment securities 3,745 3,415 7,417 6,852
Mortgage loans held for sale, net of unrealized gains 79 388 196 788
Assets held in trading accounts 32 30 48 40
Interest bearing balances due from banks 61 77 138 106
-------- -------- -------- --------
TOTAL INTEREST INCOME 16,647 15,008 32,588 29,917
-------- -------- -------- --------
INTEREST EXPENSE
Interest bearing transaction accounts and savings deposits 1,972 1,710 3,856 3,344
Time deposits 4,887 4,627 9,540 9,415
Federal funds purchased and securities sold
under agreements to repurchase 485 276 948 667
Short-term debt 35 14 64 28
Long-term debt 56 102 82 206
-------- -------- -------- --------
TOTAL INTEREST EXPENSE 7,435 6,729 14,490 13,660
-------- -------- -------- --------
NET INTEREST INCOME 9,212 8,279 18,098 16,257
Provision for loan losses 881 502 1,645 1,003
-------- -------- -------- --------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 8,331 7,777 16,453 15,254
-------- -------- -------- --------
NON-INTEREST INCOME
Trust department income 523 476 1,127 1,029
Service charges on deposit accounts 859 746 1,604 1,485
Other service charges and fees 390 363 699 592
Income (loss) on sale of mortgage loans, net of commissions 102 (58) 223 48
Income on investment banking, net of commissions 127 39 402 339
Credit card fees 2,293 2,433 4,487 4,690
Loan servicing fees 1,968 1,620 3,674 3,223
Other income 42 216 314 357
Investment securities gains, net -- 118 -- 269
-------- -------- -------- --------
TOTAL NON-INTEREST INCOME 6,304 5,953 12,530 12,032
-------- -------- -------- --------
NON-INTEREST EXPENSE
Salaries and employee benefits 5,513 5,420 11,149 11,050
Occupancy expense, net 597 569 1,218 1,148
Furniture and equipment expense 726 558 1,469 1,119
Loss on foreclosed assets 327 282 579 563
Other expense 3,501 3,133 6,981 6,532
-------- -------- -------- --------
TOTAL NON-INTEREST EXPENSE 10,664 9,962 21,396 20,412
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 3,971 3,768 7,587 6,874
Provision for income taxes 1,157 1,107 2,185 1,971
-------- -------- -------- --------
NET INCOME $ 2,814 $ 2,661 $ 5,402 $ 4,903
======== ======== ======== ========
EARNINGS PER AVERAGE COMMON SHARE $ 0.49 $ 0.47 $ 0.94 $ 0.86
======== ======== ======== ========
DIVIDENDS PER COMMON SHARE $ 0.14 $ 0.12 $ 0.27 $ 0.23
======== ======== ======== ========
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
Simmons First National Corporation
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1997 and 1996
<CAPTION>
June 30, June 30,
(In thousands, except per share data) 1997 1996
- -------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,402 $ 4,903
Items not requiring (providing) cash
Depreciation and amortization 2,397 1,472
Provision for loan losses 1,645 1,003
Amortization of premiums and accretion of discounts on
investment securities 184 139
Deferred income taxes 15 84
Provision for foreclosed assets 23 108
Investment securities gains (losses), net -- (269)
Gain on sale of premises and equipment (2) (13)
Changes in
Interest receivable 970 (542)
Mortgage loans held for sale, net of unrealized gains (losses) 6,148
9,655
Assets held in trading accounts (841) (418)
Other assets 5,314 (1,718)
Accounts payable and accrued expenses (377) (274)
Income taxes payable 751 25
-------- --------
Net cash provided by operating activities 21,629 14,155
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Net origination's of loans (37,299) (12,608)
Purchase of premises and equipment (1,872) (3,627)
Proceeds from sale of premises and equipment 605 246
Proceeds from sale of foreclosed assets -- 83
Proceeds from sale of available-for-sale securities -- 265
Proceeds from maturities of available-for-sale securities 69,384 51,716
Purchases of available-for-sale securities (92,811) (59,054)
Proceeds from maturities of held-to-maturity securities 12,509 43,003
Purchases of held-to-maturity securities (10,035) (33,502)
-------- --------
Net cash used in investing activities (59,519) (13,478)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in transaction accounts and
savings deposits (4,696) (8,440)
Net increase (decrease) in time deposits 22,212 (7,458)
Net increase in other borrowings 3,967 1,457
Dividends paid (1,544) (1,296)
Proceeds from issuance of long-term debt 17,250 --
Repayments of long-term debt (23) (3,670)
Net increase (decrease) in federal funds purchased
and securities sold under agreements to repurchase 6,368 (5,876)
Issuance (repurchase) of common stock 95 (455)
-------- --------
Net cash provided by (used in) financing activities 43,629 (25,738)
-------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 5,739 (25,061)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 69,281 73,422
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 75,020 $ 48,361
======== ========
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
Simmons First National Corporation
Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 1997 and 1996
<CAPTION>
Unrealized
Appreciation
On Available-
Common For-Sale Undivided
(In thousands) Stock Surplus Securities, Net Profits Total
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995 $ 19,083 $ 22,651 $ 2,025 $ 53,038 $ 96,797
Exercise of stock options--15,000 shares 50 62 112
Repurchase of common stock (85) (482) (567)
Net income 4,903 4,903
Cash dividends declared ($0.23 per share) (1,296) (1,296)
Change in unrealized appreciation on
available-for-sale securities, net of income
tax credit of $630 (1,106) (1,106)
-------- -------- ---------- -------- ---------
Balance, June 30, 1996 19,048 22,231 919 56,645 98,843
Exercise of stock options--1,500 shares 5 8 13
Repurchase of common stock (35) (199) (234)
Common stock dividend
-1,901,776 9,509 (9,509)
Net income 5,398 5,398
Cash dividends declared ($0.25 per share) (1,428) (1,428)
Change in unrealized appreciation on
available-for-sale securities, net of
income taxes of $134 233 233
-------- -------- ---------- -------- ---------
Balance, December 31, 1996 28,527 22,040 1,152 51,106 102,825
Common stock par value change (22,822) 22,822
Exercise of stock options--19,500 shares 20 138 158
Repurchase of common stock (2) (61) (63)
Net income 5,402 5,402
Cash dividends declared ($0.27 per share) (1,544) (1,544)
Change in unrealized appreciation on
available-for-sale securities, net of
income tax credit of $47 (82) (82)
-------- -------- ---------- -------- ---------
Balance, June 30, 1997 $ 5,723 $ 44,939 $ 1,070 $ 54,964 $ 106,696
======== ======== ========== ======== =========
See Notes to Consolidated Financial Statements.
</TABLE>
SIMMONS FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Simmons
First National Corporation and its subsidiaries. Significant intercompany
accounts and transactions have been eliminated in consolidation.
All adjustments made to the unaudited financial statements were of a
normal recurring nature. In the opinion of management, all adjustments necessary
for a fair presentation of the results of interim periods have been made.
Certain prior year amounts are reclassified to conform to current year
classification.
The accounting policies followed in the presentation of interim
financial results are presented on pages 25-28 of the 1996 Annual Report to
shareholders.
Mortgage Loans Held for Sale
Mortgage loans held for sale are carried at the lower of cost or fair
value, determined using an aggregate basis. Write-downs to fair value are
recognized as a charge to earnings at the time the decline in value occurs.
Forward commitments to sell mortgage loans are acquired to reduce market risk on
mortgage loans in the process of origination and mortgage loans held for sale.
Amounts paid to investors to obtain forward commitments are deferred until such
time as the related loans are sold. The fair values of the forward commitments
are not recognized into the financial statements. Gains and losses resulting
from sales of mortgage loans are recognized when the respective loans are sold
to investors. Gains and losses are determined by the difference between the
selling price and the carrying amount of the loans sold, net of discounts
collected or paid, commitment fees paid and considering a normal servicing rate.
Fees received from borrowers to guarantee the funding of mortgage loans held for
sale are recognized as income or expense when the loans are sold or when it
becomes evident that the commitment will not be used.
NOTE 2: INVESTMENT SECURITIES
The amortized cost and fair value of investments in debt securities
that are held-to-maturity and available-for-sale are as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
Gross Gross Estimated Gross Gross Estimated
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains (Losses) Value Cost Gains (Losses) Value
- ----------------------------------------------------------------------------------------------------------------
Held-to-Maturity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury $ 24,942 $ 116 $ (101) $ 24,957 $ 24,700 $ 179 $ (122) $ 24,757
U.S. Government
agencies 32,041 473 (108) 32,406 35,286 527 (167) 35,646
Mortgage-backed
securities 3,791 9 (67) 3,733 4,243 13 (69) 4,187
State and political
subdivisions 64,513 1,275 (277) 65,511 63,586 1,116 (327) 64,375
Other securities 298 1 -- 299 332 2 (4) 330
--------- ------ ----- --------- --------- ------ ------- ---------
$ 125,585 $ 1,874 $ (553) $ 126,906 $ 128,147 $ 1,837 $ (689) $ 129,295
========= ====== ===== ========= ========= ====== ====== =========
Available-for-Sale
U.S. Treasury $ 68,562 $ 662 $ (65) $ 69,159 $ 63,248 $ 1,006 $ (55) $ 64,199
U.S. Government
agencies 59,377 158 (94) 59,441 41,358 186 (135) 41,409
Other securities 3,229 1,017 -- 4,246 3,102 805 -- 3,907
--------- ------ ----- --------- --------- ------ ------ ---------
$ 131,168 $ 1,837 $ (159) $ 132,846 $ 107,708 $ 1,997 $ (190) $ 109,515
========= ====== ===== ========= ========= ====== ====== =========
</TABLE>
The book value of securities pledged as collateral, to secure public
deposits and for other purposes, amounted to $106,777,000 at June 30, 1997 and
$86,360,000 at December 31, 1996. The approximate fair value of pledged
securities amounted to $107,229,000 at June 30, 1997 and $87,399,000 at December
31, 1996.
The book value of securities sold under agreements to repurchase amounted
to $5,157,000 and $169,000 for June 30, 1997 and December 31, 1996,
respectively.
Income earned on the above securities for the six months ended June 30,
1997 and 1996 is as follows:
<TABLE>
<CAPTION>
(In thousands) 1997 1996
- -----------------------------------------
<S> <C> <C>
Taxable
Held-to-maturity $2,032 $2,234
Available-for-sale 3,743 3,059
Non-taxable
Held-to-maturity 1,642 1,559
Available-for-sale -- --
------ ------
Total $7,417 $6,852
====== ======
</TABLE>
Maturities of investment securities at June 30, 1997
<TABLE>
<CAPTION>
Held-to-Maturity Available-for-Sale
Amortized Fair Amortized Fair
(In thousands) Cost Value Cost Value
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One year or less $ 19,434 $ 19,460 $ 57,731 $ 57,857
After one through five years 52,443 52,829 52,875 54,304
After five through ten years 45,447 45,802 17,333 16,439
After ten years 4,172 4,783 -- --
Mortgage-backed securities not due
on a single date 3,791 3,733 -- --
Other securities 298 299 3,225 4,246
---------- ---------- ---------- ---------
Total $ 125,585 $ 126,906 $ 131,164 $ 132,846
========== ========== ========== =========
</TABLE>
The table below shows gross realized gains and losses during the first six
months of 1997 and 1996.
<TABLE>
<CAPTION>
June 30,
(In thousands) 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Proceeds from sales $ -- $ 265
---------- ----------
Gross gains -- 269
Gross losses -- --
---------- ----------
Securities gains (losses) $ -- $ 269
========== ==========
</TABLE>
Approximately 10 percent of the state and political subdivision
securities are rated A or above. Of the remaining securities, most are non-rated
bonds and represent small, Arkansas issues, which are evaluated on an ongoing
basis.
NOTE 3: LOANS AND ALLOWANCE FOR LOAN LOSSES
The various categories are summarized as follows:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Consumer
Credit cards $168,911 $166,346
Student loans 63,852 64,193
Other consumer 71,350 65,384
Real estate
Construction 26,914 20,325
Single family residential 60,592 57,251
Other commercial 64,975 60,439
Commercial
Commercial 47,872 41,375
Agricultural 29,573 21,003
Financial institutions 7,792 8,469
Other 4,260 6,028
-------- --------
Total loans before allowance for loan losses $546,091 $510,813
======== ========
</TABLE>
During the first six months of 1997, foreclosed assets held for sale
increased to $1,248,000 and are carried at the lower of cost or fair market
value. Other non-performing assets, non-accrual loans and other non-performing
loans for the Corporation at June 30, 1997, were $5,000, $2,123,000 and
$1,710,000, respectively, bringing the total of non-performing assets to
$5,086,000.
Transactions in the allowance for loan losses are as follows:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
- ------------------------------------------------------------------------
<S> <C> <C>
Balance, beginning of year $ 8,366 $ 8,418
Additions
Provision charged to expense 1,645 1,003
------- -------
10,011 9,421
Deductions
Losses charged to allowance, net of recoveries
of $303 and $221 for the first six months of
1997 and 1996, respectively 1,653 1,057
------- -------
Balance, June 30 $ 8,358 $ 8,364
======= -------
Additions
Provision charged to expense 1,338
-------
9,702
Deductions
Losses charged to allowance, net of recoveries
of $270 for the last six months of
1996 1,336
-------
Balance, end of year $ 8,366
=======
</TABLE>
At June 30, 1997 and December 31, 1996, impaired loans totaled
$4,503,000 and $4,912,000, respectively, all of which had reserves allocated. An
allowance of $832,000 and $831,000 for possible losses related to those loans at
June 30, 1997 and December 31, 1996, respectively.
Interest of $125,000 and $130,000 was recognized on average impaired
loans of $4,707,000 and $4,523,000 as of June 30, 1997 and 1996, respectively.
Interest recognized on impaired loans on a cash basis during the first six
months of 1997 and 1996 was immaterial.
NOTE 4: ACQUISITIONS
In August, 1996, the Simmons First Bank of Dermott charter was moved to
Rogers, Arkansas. The three branches of Simmons First National Bank located in
Rogers, Springdale, and Bella Vista, Arkansas were then sold to the relocated
bank and the bank name was changed to Simmons First Bank of Northwest Arkansas.
The banking facility remaining at Dermott, along with its assets and
liabilities, was then transferred to Simmons First Bank of Lake Village,
Arkansas and is now a branch of that bank. The name of Simmons First Bank of
Lake Village was subsequently changed to Simmons First Bank of South Arkansas.
In February, 1996, the flagship bank, Simmons First National, located
in Pine Bluff, opened an additional branch in Little Rock, Arkansas, bringing
its total branches to twenty-four.
On March 21, 1997, an announcement was made jointly by the Chief
Executive Officers of both the Corporation and First Commercial Corporation of
Little Rock, Arkansas regarding a definitive agreement to acquire all the
outstanding capital stock of First Bank of Arkansas, Searcy, Arkansas and First
Bank of Arkansas, Russellville, Arkansas, in a cash purchase transaction valued
at $53 million. The banks to be acquired had consolidated assets, as adjusted of
approximately $310 million, as of December 31, 1996.
NOTE 5: CERTAIN TRANSACTIONS
From time to time the Corporation and its subsidiaries 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 Simmons First National Bank, Simmons First Bank of South Arkansas,
Simmons First Bank of Jonesboro, Simmons First Bank of Dumas and Simmons First
Bank of Northwest Arkansas. Such loans, other 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 normal
risk of collectibility or present other unfavorable features.
NOTE 6: STOCK OPTIONS AND RESTRICTED STOCK
As of June 30, 1997, 252,300 shares of common stock of the Corporation
had been granted through an employee stock option incentive plan. There were
104,250 exercisable options at the end of the second quarter of 1997. Thirty-Six
thousand shares have been issued upon exercise of options. As of June 30, 1997,
3000 shares of common stock of the corporation had been granted and issued as
Bonus Shares of restricted stock.
NOTE 7: ADDITIONAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(In thousands) 1997 1996
- -----------------------------------
<S> <C> <C>
Interest paid $ 7,153 $13,127
Income taxes
paid $ 1,490 $ 1,813
</TABLE>
NOTE 8: INCOME TAXES
The provision for income taxes is comprised of the following
components:
<TABLE>
<CAPTION>
June 30, June 30,
(In thousands) 1997 1996
- -------------------------------------------------
<S> <C> <C>
Income taxes currently payable $2,170 $1,887
Deferred income taxes 15 84
------ ------
Provision for income taxes $2,185 $1,971
====== ======
</TABLE>
The tax effects of temporary differences related to deferred taxes
shown on the balance sheet are shown below:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
- -----------------------------------------------------------------
<S> <C> <C>
Deferred tax assets
Allowance for loan losses $ 2,960 $ 2,952
Valuation of foreclosed assets
held for sale 309 299
Deferred compensation payable 430 445
Deferred loan fee income 678 642
Other 759 706
------- -------
Total deferred tax assets 5,136 5,044
------- -------
Deferred tax liabilities
Accumulated depreciation (762) (776)
Available-for-sale securities (608) (655)
Other (409) (288)
------- -------
Total deferred tax liabilities (1,779) (1,719)
------- -------
Net deferred tax assets included in other
assets on balance sheets $ 3,357 $ 3,325
======= =======
</TABLE>
A reconciliation of income tax expense at the statutory rate to the
Corporation's actual income tax expense is shown below:
<TABLE>
<CAPTION>
June 30, June 30,
(In thousands) 1997 1996
- ------------------------------------------------------------
<S> <C> <C>
Computed at the statutory rate (34%) $ 2,579 $ 2,337
Increase (decrease) resulting from:
Tax exempt income (614) (525)
Other differences, net 220 159
------- -------
Actual tax provision $ 2,185 $ 1,971
======= =======
</TABLE>
NOTE 9: TIME DEPOSITS
Time deposits include approximately $107,062,000 and $88,731,000 of
certificates of deposit of $100,000 or more at June 30, 1997, and December 31,
1996, respectively.
NOTE 10: COMMITMENTS AND CREDIT RISK
The five affiliate banks of the Corporation grant agribusiness,
commercial, consumer, and residential loans to their customers. Included in the
Corporation's diversified loan portfolio is unsecured debt in the form of credit
card receivables that comprised approximately 30.9% and 32.6% of the portfolio,
as of June 30, 1997 and December 31, 1996, respectively.
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since a portion of the commitments may expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. Each customer's creditworthiness is
evaluated on a case-by-case basis. The amount of collateral obtained, if deemed
necessary, is based on management's credit evaluation of the counterparty.
Collateral held varies, but may include accounts receivable, inventory,
property, plant and equipment, commercial real estate, and residential real
estate.
At June 30, 1997 and December 31, 1996, the Corporation had outstanding
commitments to originate loans aggregating approximately $55,763,000 and
$79,710,000, respectively. The commitments extended over varying periods of
time, with the majority being disbursed within a one year period. Loan
commitments at fixed rates of interest amounted to $35,385,000 and $64,616,000
at June 30, 1997 and December 31, 1996, respectively, with the remainder at
floating market rates.
Letters of credit are conditional commitments issued by the bank
subsidiaries of the Corporation, to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support public and private
borrowing arrangements, including commercial paper, bond financing, and similar
transactions. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans to customers. The
Corporation had total outstanding letters of credit amounting to $2,418,000 and
$2,113,000 at June 30, 1997 and December 31, 1996, respectively, with terms
ranging from 90 days to one year.
Lines of credit are agreements to lend to a customer as long as there
is no violation of any condition established in the contract. Lines of credit
generally have fixed expiration dates. Since a portion of the line may expire
without being drawn upon, the total unused lines do not necessarily represent
future cash requirements. Each customer's creditworthiness is evaluated on a
case-by-case basis. The amount of collateral obtained, if deemed necessary, upon
extension of credit, is based on management's credit evaluation of the
counterparty. Collateral held varies, but may include accounts receivable,
inventory, property, plant and equipment, commercial real estate, and
residential real estate. Management uses the same credit policies in granting
lines of credit as it does for on balance sheet instruments.
At June 30, 1997, the Corporation had granted unused lines of credit to
borrowers aggregating approximately $43,540,000 and $163,850,000 for commercial
lines and open-end consumer lines, respectively. At December 31, 1996, unused
lines of credit to borrowers aggregated approximately $12,677,000 for commercial
lines and $160,938,000 for open-end consumer lines, respectively.
Mortgage loans serviced for others totaled $1,404,305,000 and
$1,477,945,000 at June 30, 1997 and December 31, 1996, respectively. A reserve
has been established for potential loss obligations, based on management's
evaluation of a number of variables, including the amount of delinquent loans
serviced for other investors, length of delinquency, and amounts previously
advanced on behalf of the borrower that the Corporation does not expect to
recover. This reserve is netted against foreclosure receivables included in
other assets. As of June 30, 1997 and December 31, 1996, this reserve balance
was $659,000 and $566,000, respectively.
NOTE 11: CONTINGENT LIABILITIES
A number of legal proceedings exist in which the Corporation and/or its
subsidiaries are either plaintiffs or defendants or both. Most of the lawsuits
involve loan foreclosure activities. The various unrelated legal proceedings
pending against the subsidiary banks in the aggregate are not expected to have a
material adverse effect on the financial position of the Corporation and its
subsidiaries.
NOTE 12: UNDIVIDED PROFITS
The subsidiary banks are subject to a legal limitation on dividends
that can be paid to the parent corporation without prior approval of the
applicable regulatory agencies. The approval of the Comptroller of the Currency
is required, if the total of all dividends declared by a national bank in any
calendar year exceeds the total of its net profits, as defined, for that year
combined with its retained net profits of the preceding two years. Arkansas bank
regulators have specified that the maximum dividend limit state banks may pay to
the parent company without prior approval is 50% of current year earnings. At
June 30, 1997, the bank subsidiaries had approximately $14 million available for
payment of dividends to the Corporation without prior approval of the regulatory
agencies. Subsequent to June 30, 1997, the bank subsidiaries paid approximately
$ 14 million in dividends to the corporation.
The Federal Reserve Board's risk-based capital guidelines include the
definitions for (1) a well-capitalized institution, (2) an
adequately-capitalized institution, and (3) an undercapitalized institution. The
criteria for a well-capitalized institution are: a 5% "Tier l leverage capital"
ratio, a 6% "Tier 1 risk-based capital" ratio, and a 10% "total risk-based
capital" ratio. As of June 30, 1997, each of the five subsidiary banks met the
capital standards for a well-capitalized institution. The Corporation's total
capital to total risk-weighted assets ratio was 22.3% at June 30, 1997, well
above the minimum required.
NOTE 13: CAPITAL STOCK
At the April 22, 1997 annual meeting of shareholders, an amendment to
the Articles of Incorporation was approved reducing the par value of the class A
common stock of the Company from $5.00 to $1.00.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the quarter ended June 30, 1997, was $2,814,000, an
increase of $153,000, or 5.7%, over the same period in 1996. Earnings per share
for the three-month periods ended June 30, 1997 and 1996, were $.49 and $.47,
respectively, when adjusted for the fifty percent stock dividend paid in the
fourth quarter of 1996.
The Corporation's annualized return on average assets (ROA) for the
three-month periods ended June 30, 1997 and 1996, were 1.25% and 1.28%,
respectively. Annualized return on equity (ROE) for the same three-month periods
were 10.46% and 10.85%, respectively.
Growth in earning assets, a continued strong interest margin, and
increase in non-interest income contributed to the Corporation's earnings
performance in the second quarter.
Net interest income, the difference between interest income and
interest expense, for the three-month period ended June 30, 1997, increased
$933,000, or 11.3%, when compared to the same period in 1996, due to the
increase in earning assets and a strong interest margin. During the second
quarter, interest income increased $1,639,000, or 10.9%, while interest expense
increased $706,000, or 10.4%, when compared to the same period in 1996. For the
six-months ended June 30, 1997 and 1996, net interest income was $18,098,000 was
$16,257,000, respectively. This represents an increase of $1,841,000, or 11.3%.
Interest income for the six-month periods ended June 30, 1997 and 1996 was up
$2,671,000, to $32,588,000, over the $29,917,000 reported as for June 30, 1996,
which signifies a 8.9% increase. Year-to-date interest expense at June 30, 1997
and 1996, was $14,490,000 and $13,660,000, respectively, which equates to a 6.1%
increase in the cost of funding the growth in the balance sheet in 1997 when
compared to 1996.
The provision for loan losses for the second quarter of 1997 was
$881,000, compared to $502,000 for the same period of 1996, resulting in a
$379,000, or 75.5%, increase. For the six months ended June 30, 1997 and 1996,
the provision was $1,645,000 and $1,003,000, respectively, also resulting in a
64% increase.
Non-interest income, exclusive of net gains on securities sold, for the
second quarter ended June 30, 1997, was $6,304,000, a 8.0% increase over the
$5,835,000 reported for the same period in 1996. For the six-months ended June
30, 1996 and 1995, non-interest income, exclusive of net gains on securities
sold, was $12,530,000 and $11,763,000, respectively. Total fee income for both
the three-month and six-month periods ended June 30, 1997 was up 7.0% and 5.2%,
respectively.
During the three months ended June 30, 1997, non-interest expense
increased $702,000, or 7.0%, over the same period in 1996. This increase
reflects the normal increase in the cost of doing business. Year-to-date
non-interest expense was $21,396,000 at June 30, 1997, compared to $20,412,000,
for the same period ended June 30, 1996.
At June 30, 1997, total assets for the Corporation were $930,752,000, a
increase of $49,420,000, or 5.6%, from the same figure at December 31, 1996.
Deposits at June 30, 1997, totaled $753,883,000, a increase of $17,516,000, or
2.4%, from the same figure at December 31, 1996.
The allowance for loan losses as a percentage of total loans was 1.53%
at June 30, 1997. The coverage ratio (allowance for loan losses as a percentage
of non-performing loans) was 218%.
Stockholders' equity at the end of the second quarter was $106,696,000, an
increase of $3,871,000, or 3.8%, from the December 31, 1996 figure.
In June 1997 the Corporation completed its trust preferred securities
offering which raised $17.25 million, to be used for pending acquisitions. On
August 1, 1997, the Corporation completed its acquisition of First Bank of
Arkansas, Russellville, Arkansas and First Bank of Arkansas, Searcy, Arkansas.
With the completion of these acquisitions, the Corporation will have total
assets approximating $1.3 billion.
FINANCIAL CONDITION
Generally speaking, the Corporation's banking subsidiaries rely upon
net inflows of cash from financing activities, supplemented by net inflows of
cash from operating activities, to provide cash used in their investing
activities. As is typical of most banking companies, significant financing
activities include: deposit gathering; use of short-term borrowing facilities,
such as federal funds purchased and repurchase agreements; and the issuance of
long-term debt. The banks' primary investing activities include loan
origination's and purchases of investment securities, offset by loan payoffs and
investment maturities.
Liquidity represents an institution's ability to provide funds to
satisfy demands from depositors and borrowers, by either converting assets into
cash or accessing new or existing sources of incremental funds. It is a major
responsibility of management to maximize net interest income within prudent
liquidity constraints. Internal corporate guidelines have been established to
constantly measure liquid assets as well as relevant ratios concerning earning
asset levels and purchased funds. Each bank subsidiary is also required to
monitor these same indicators and report regularly to its own senior management
and board of directors. At June 30, 1997, each bank was within established
guidelines and total corporate liquidity was strong. At June 30, 1997, cash and
due from banks, securities available for sale and held in trading accounts,
federal funds sold and securities purchased under agreements for resell, and
mortgage loans held for sale were 22.9% of total assets.
REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BAIRD, KURTZ & DOBSON
Certified Public Accountants
200 East Eleventh
Pine Bluff, Arkansas
Board of Directors
Simmons First National Bank
Pine Bluff, Arkansas
We have made a review of the accompanying consolidated condensed
financial statements, appearing on pages 3 to 16 of the accompanying Form 10-Q,
of SIMMONS FIRST NATIONAL CORPORATION and consolidated subsidiaries as of June
30, 1997 and for the six-months ended June 30, 1997 and 1996, in accordance with
standards established by the American Institute of Certified Public Accountants.
A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial data,
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an examination in accordance
with generally accepted auditing standards, the objective which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31, 1996, and
the related consolidated statements of income, cash flows and changes in
stockholders' equity for the year then ended (not presented herein), and in our
report dated January 29, 1997, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1996,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
BAIRD, KURTZ & DOBSON
Pine Bluff, Arkansas
July 31, 1997
Part II
Item 2. Changes in Securities.
Recent Sales of Unregistered Securities. The following transactions are
sales of unregistered shares of Class A Common Stock of the registrant which
were issued to executive and senior management officers upon the exercise of
rights granted under either the Simmons First National Corporation Incentive and
Non-qualified Stock Option Plan or the Simmons First National Corporation
Executive Stock Incentive Plan. No underwriters were involved and no
underwriter's discount or commissions were involved. Exemption from registration
is claimed under Section 4(2) of the Securities Act of 1933 as private
placements. Unless noted otherwise, the registrant received cash as the
consideration for the transaction.
<TABLE>
<CAPTION>
Number
Identity(1) Date of Sale of Shares Price(2) Type of Transaction
- -------- ------------ --------- ------ ----------------------
<S> <C> <C> <C> <C>
9 Officers April, 1997 10,500 9.625 (3) Incentive Stock Option
1 Officer May, 1997 1,500 6.667 Incentive Stock Option
1 Officer June, 1997 300 1.000 Grant of Bonus Shares
- ----------------
<FN>
Notes:
1. The transactions are grouped to show sales of stock based upon exercises of
rights by officers of the registrant or its subsidiaries under the stock plans
which occurred at the same price during a calendar month.
2. The per share price paid for incentive stock options represents the fair
market value of the stock as determined under the terms of the Plan on the date
the incentive stock option was granted to the officer. Additionally, the price
paid has been adjusted to reflect the effect of the 50% stock dividend paid on
December 6, 1996. The per share price paid for the Bonus shares is the par value
of the Class A Common Stock.
3. Two Officers exercised their privilege under the Plan to exchange existing
shares of SFNC in exercise of the incentive stock options. One such Officer
exchanged 421 shares valued at $27.375 on the date of the transaction plus
$25.12 in cash for the acquisition of 1,200 shares. A second Officer exchanged
300 shares at $27.375 on the date of the transaction plus $450 in cash for the
acquisition of 900 shares.
</FN>
</TABLE>
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual shareholders meeting of the Company was held on April 22,
1997. The matters submitted to the security holders for approval included
setting the number of directors at ten (10), the election of directors, an
amendment to the Articles of Incorporation to reduce the par value of the
registrant's Class A Common Stock from $5.00 to $1.00 and the ratification of
the adoption of the Simmons First National Corporation Executive Stock Incentive
Plan.
(b) At the annual meeting, all ten (10) nominees for director were elected
by the voting of proxies solicited pursuant to Section 14 of the Security
Exchange Act of 1934, without any solicitation in opposition thereto.
(c)(i) The following table shows the required analysis of the voting by
security holders to set the number of directors at ten (10):
<TABLE>
<CAPTION>
Voting of Shares
For Against Abstain
<S> <C> <C> <C>
Set Number of
Directors
at Ten (10) 4,648,917 2,671 12,255
</TABLE>
(ii) The following table shows the required analysis of the voting by
security holders for the election of directors:
<TABLE>
<CAPTION>
Voting of Shares
For Against Abstain
<S> <C> <C> <C>
W. E. Ayres 4,607,752 3,315 46,799
Ben Floriani 4,607,752 3,315 46,799
C. Ramon Greenwood 4,605,952 3,315 48,599
Lara F. Hutt, III 4,601,441 3,315 46,699
George A. Makris, Jr. 4,605,436 3,315 46,799
J. Thomas May 4,607,752 3,315 46,799
David R. Perdue 4,605,741 3,315 46,799
Harry L. Ryburn 4,606,852 3,315 47,699
Donald W. Stone 4,607,752 3,315 46,799
Henry F. Trotter, Jr. 4,606,140 3,315 48,099
</TABLE>
(iii) The following table shows the required analysis of the voting by
security holders for the adoption of the proposed amendment to the Articles of
Incorproation to reduce the par value of the registrant's Class A Common Stock
from $5.00 to $1.00:
<TABLE>
<CAPTION>
Voting of Shares
For Against Abstain
<S> <C> <C> <C>
Amendment to Articles
of Incorporation to
reduce par value 4,481,195 60,923 116,131
</TABLE>
(iv) The following table shows the required analysis of the voting by
security holders for the ratification of the adoption of the Simmons First
National Corporation Executive Stock Incentive Plan:
<TABLE>
<CAPTION>
Voting of Shares
For Against Abstain
<S> <C> <C> <C>
Ratification of
SFNC Executive
Stock Incentive Plan 4,236,798 287,779 124,114
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit
-------
4 Restated Articles of Incorporation
10 Simmons First National Corporation Executive Stock Incentive Plan
(b) Reports on Form 8-K
The registrant filed 1 Form 8-K during the quarter on June 6, 1997. The
report contained disclosures under Item 5 concerning the acquisition of First
Bank of Arkansas, Russellville and First Bank of Arkansas, Searcy and contained
the combined financial statements of First Bank of Arkansas, Russellville and
First Bank of Arkansas, Searcy, as of December 31, 1996 (audited) and March 31,
1997 (unaudited) and for the periods then ended, the statements of income and
cash flows for the three (3) months ended March 31, 1996 (unaudited) and the pro
forma condensed combining financial information of SFNC, First Bank of Arkansas,
Russellville and First Bank of Arkansas, Searcy, for the year ended December 31,
1996 and as of and for the quarter ended March 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMMONS FIRST NATIONAL CORPORATION
(Registrant)
Date: 8/13/97 /s/ J. Thomas May
----------------- ----------------------------------------
J. Thomas May, Chairman, President
and Chief Executive Officer
Date: 8/13/97 /s/ Barry L. Crow
----------------- -----------------------------------------
Barry L. Crow, Executive Vice President
and Chief Financial Officer
EXHIBIT 4
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
SIMMONS FIRST NATIONAL CORPORATION
Pursuant to the Arkansas Business Corporation Act, Simmons First National
Corporation does hereby adopt the following Articles of Restatement of its
Articles of Incorporation:
FIRST: The name of this Corporation is
SIMMONS FIRST NATIONAL CORPORATION.
SECOND: The duration of this Corporation and the period of its existence
shall be perpetual.
THIRD: The nature of the business of this Corporation and the objects and
purposes purposed to be transacted, promoted or carried on by it are as follows,
to-wit:
(a) To act as a holding company and to acquire and own stock or other
interest in other businesses of any lawful character, including specifically
banks, mortgage loan and servicing businesses, factoring businesses, and other
financially oriented businesses; and as shareholder or as owner of other
interest in such businesses, to exercise all rights incident thereto;
(b) To do all things herein set forth, and in addition, all such other acts
and things necessary or convenient or intended for the attainment of any of the
purposes of this Corporation and to participate in, engage in, carry on and
conduct any business that a natural person lawfully might or could do insofar as
such acts and business undertakings are permitted to be done by a corporation
organized under the general corporation laws of the State of Arkansas, with all
powers conferred upon corporations, specifically or by inference, under the laws
of the State of Arkansas.
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:
(a) The entire voting power of this Corporation shall be vested in the
Class A common and Class B common stockholders, and the holders of each share of
the Class A common and Class B common stock shall be entitled to one vote, in
person or by proxy, for each share of such stock standing in his name on the
books of the Corporation. Except as may otherwise be provided or required by
law, the holders of Class A preferred stock and Class B preferred stock shall
have no power to vote and shall not be entitled to notice of any meeting of the
stockholders of the Corporation.
(b) Class A preferred stock, which may be issued at the discretion of the
Board of Directors of the Corporation for any price not less than the par value
stated per share, shall provide for cumulative dividends at a rate to be fixed
by the Board of Directors of the Corporation prior to the issuance thereof;
shall have such options for conversion into the common stock of the Corporation
as shall be designated by the Board of Directors; and when issued and
outstanding may be redeemed by the Corporation in the manner provided by its
Bylaws and upon authorization of the Board of Directors in whole or in part
thereof at a redemption price of Two Hundred Dollars per share together with the
amount of any accrued dividends which may have been unpaid at the time of
redemption. Class A preferred stock shall, in addition, have the following
incidents, powers, privileges, preferences and restrictions, to-wit:
(i) In the event of dissolution, voluntary or involuntary, liquidation or
winding up of the affairs of the Corporation, or any distribution of all of its
assets to its stockholders, the holders of record of Class A preferred stock
shall be entitled to receive One Hundred Dollars per share out of the assets
available for distribution on a par with the holders of record of Class B
preferred stock and before any other payments to stockholders are made
whatsoever. After the payment of the preferences here provided on Class A
preferred stock and elsewhere provided on Class B preferred stock, any remaining
assets available for distribution shall be prorated to the holders of common
stock. A consolidation, merger, or amalgamation of this Corporation shall not be
deemed a distribution of assets of the Corporation within the meaning of any of
the provisions of these Articles of Incorporation.
(ii) The dividends, at the rate established by the Board of Directors upon
the issuance of Class A preferred stock, shall be cumulative so that if the
Corporation fails in any fiscal year to pay such dividends on all of the issued
and outstanding Class A preferred stock, such deficiency in the dividends shall
be fully paid, but without interest, before any dividends shall be paid on or
set apart for any other class of stock outstanding from the Corporation. Subject
to this provision and other provisions for preferences upon dissolution or
liquidation, Class A preferred stock shall not be entitled to participate in any
other or additional surplus or net profits of the Corporation.
(iii) In the exercise of its right of redemption of Class A preferred
stock, the Board of Directors of the Corporation shall have full power and
discretion to select from the outstanding Class A preferred stock of the
Corporation particular shares for redemption, and its proceedings in this
connection shall not be subject to attack except for actual and intentional
fraud. In all instances, the Board shall have complete authority to determine
upon and take all the necessary proceedings fully to effect the redemption,
calling in and retirement of the shares selected for redemption, and the
cancellation of the certificates representing such shares. Upon completion of
such proceedings, the rights of the holders of the shares of such preferred
stock which have been redeemed and called in shall in all respects cease, except
that holders shall be entitled to receive the redemption price for their
respective shares.
(iv) Whenever any shares of Class A preferred stock of the Corporation are
purchased or redeemed as herein authorized, the Corporation may, by resolution
of its Board of Directors, retire such shares, and thereupon this Corporation
shall, in connection with the retirement of such shares, cause to be filed a
certificate of reduction of capital.
(v) The Board of Directors may elect to issue the Class A preferred stock
authorized for this Corporation in series each having such dividend rates and
conversion options into the common stock of this Corporation as they may elect
at the time of the issue of any series and these rights and incidents may differ
between such series, provided that the required filing of a certificate stating
the respective rights and incidents of each series are filed as required by law.
(c) Class B preferred stock, which may be issued at the discretion of the
Board of Directors of the Corporation for any price not less than the par values
stated per share, shall provide for preferential (after payment of dividends on
any outstanding Class A preferred stock) non-cumulative dividends at a rate to
be fixed by the Board of Directors of the Corporation prior to the issuance
thereof; shall have such conversion options as shall be designated by the Board
of Directors into the common stock of the Corporation and the time and method
within which the same may be exercised; and when issued and outstanding may be
redeemed by the Corporation in the manner provided by its Bylaws and upon
authorization of the Board of Directors in whole or in any part thereof at a
redemption price of Two Hundred Dollars per share together with the amount of
any accrued dividends which may have been declared but remain unpaid at the time
of redemption. Class B preferred stock shall, in addition, have the following
incidents, powers, privileges, preferences and restrictions, to-wit:
(i) In the event of any dissolution, voluntary or involuntary, liquidation
or winding up of the affairs of the Corporation, or any distribution of all of
its assets to its stockholders, the holders of record of Class B preferred stock
shall be entitled to receive One Dollar per share out of the assets available
for distribution on a par with the holders of Class A preferred stock. After the
payment of the preferences here provided for, Class B preferred stock and as
elsewhere herein provided for Class A preferred stock, any remaining assets
available for distribution will be prorated to the holders of the common stock.
A consolidation, merger or amalgamation of the Corporation shall not be deemed a
distribution of assets of the Corporation within the meaning of any of the
provisions of these Articles of Incorporation.
(ii) The dividends, at the rate established by the Board of Directors upon
the issuance of Class B preferred stock, shall be non-cumulative, but such
dividends shall be paid before any dividends are declared or paid on any other
class of stock outstanding from the Corporation, except the dividend established
by the Board of Directors on Class A preferred stock then outstanding. Subject
to this provision and other provisions for preferences upon dissolution or
liquidation, holders of Class B preferred stock shall not be entitled to
participate in any other or additional surplus or net profits of the
Corporation.
(iii) In the exercise of its right of redemption of Class B preferred
stock, the Board of Directors of the Corporation shall have full power and
discretion to select from the outstanding Class B preferred stock of the
Corporation particular shares for redemption, and its proceedings in this
connection shall not be subject to attack except for actual and intentional
fraud. In all instances, the Board shall have complete authority to determine
upon and take the necessary proceedings fully to effect the redemption, calling
in and retirement of the shares selected for redemption, and the cancellation of
the certificates representing such shares. Upon completion of such proceedings,
the rights of holders of the shares of such preferred stock which have been
redeemed and called in shall in all respects cease, except that such holders
shall be entitled to receive the redemption price for their respective shares.
(iv) Whenever any shares of Class B preferred stock of the Corporation are
purchased or redeemed as herein authorized, the Corporation may, by resolution
of its Board of Directors, retire such shares, and thereupon this Corporation
shall, in connection with the retirement of such shares, cause to be filed a
certificate of reduction of capital.
(v) The Board of Directors may elect to issue the Class B preferred stock
authorized for this Corporation in series, each having such dividend rates and
conversion options into the common stock of this Corporation as they may elect
at the time of the issue of any series, and these rights and incidents may be
differ between each series, provided that the required filing of a certificate
stating the respective rights and incidents of each series are filed as required
by law.
(d) Certificates evidencing the allotment of shares to subscribers vest in
the subscriber or his assignee, to the extent of actual ownership as provided by
law, the right to participate in dividends and vote shares or fractional shares
of stock.
(e) In the event that two successive annual dividends payable on the Class
A preferred stock are in default, then immediately upon the happening of such
event and until such defaults and all defaults subsequent thereto are made good,
the holders of Class A preferred stock shall be entitled to one vote for each
share of such stock at any meeting of the Corporation in the same manner and to
the same extent as if such share of Class A preferred stock were a share of
Class A common stock or Class B common stock of the Corporation. Upon payment in
full of the defaulted dividends, the voting power shall again be vested
exclusively in the common stockholders.
(f) No stockholder of the Corporation, whether of common or preferred
stock, shall because of his ownership of stock have a pre-emptive or other right
to purchase, subscribe for, or take any part of the stock or any part of the
notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase stock of the Corporation issued, optioned, or
sold by it. Any part of the capital stock and any part of the notes, debentures,
bonds or other securities convertible into or carrying options or warrants to
purchase stock of the Corporation authorized by the Articles of Incorporation or
any amendment thereto duly filed, may at any time be issued, optioned for sale,
and sold or disposed of by the Corporation pursuant to resolution of its Board
of Directors to such persons and upon such terms as to such Board may seem
proper without first offering such stock or securities or any part thereof to
existing stockholders of any class.
(g) The Board of Directors of the Corporation shall have the power, at
their discretion, to prepare and cause to be issued convertible bonds or
debentures of the Corporation, whether or not secured by a sinking fund, pledge
or other commitment, having such rights, conversion options into the common or
preferred stock of the Corporation, bearing such interest, having such maturity
dates, with such restrictions, incidents, privileges, and characteristics, and
in such amounts, total and individually, as may be determined by the Board of
Directors to be appropriate for the corporate purposes.
FIFTH: The Corporation shall not commence business until it has received
consideration of the value of at least Three Hundred Dollars for the issuance of
its shares of stock.
SIXTH: The initial office of the Corporation shall be at Fifth and Main
Streets in the City of Pine Bluff, Arkansas, and the name of the resident agent
of the Corporation is J. Thomas May, whose address is 2111 Country Club Lane,
Pine Bluff, Arkansas.
SEVENTH: The name and post office address of the incorporator is Wayne A.
Stone, 10 Westridge Drive, Pine Bluff, Arkansas.
EIGHTH: The Board of Directors of this Corporation shall consist of not
less than five (5) nor more than twenty-five (25) persons, the exact number of
directors within such minimum and maximum limits to be fixed and determined,
from time to time, by resolution of majority of the full Board of Directors or
by resolution of the shareholders at any annual or special meeting thereof. Any
vacancy in the Board of Directors for any reason, including an increase in the
number thereof, may be filled by action of the Board of Directors.
NINTH: The affairs and business of this Corporation shall be controlled and
conducted by the Board of Directors. The Board of Directors may make By-Laws for
the management of the affairs and business of this Corporation, from time to
time, and may amend or repeal such By-Laws. In addition, the Corporation and
Board of Directors shall have all the powers provided for boards of directors
and corporations under the laws of the State of Arkansas, including, but not
limited to, the power to create an Executive Committee from among their number,
to provide for the day-to-day management and operations of the Corporation's
affairs.
TENTH: The private property of the stockholders shall not be subject to the
payment of the corporate debts to any extent whatsoever.
ELEVENTH: (a)(1) Except as otherwise expressly provided in this Article, in
the event that any person becomes an Interested Stockholder (as hereinafter
defined), then any acquisition of additional Voting Shares (as hereinafter
defined), other than through a Business Combination (as hereinafter defined), by
such Interested Stockholder shall only be pursuant to a Tender Offer ( as
hereinafter defined) to acquire, for cash, any and all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors ("Voting Shares") not owned by such Interested Stockholder at the Fair
Price (as hereinafter defined).
(2) The provisions of this section (a) shall not apply to any person
exempted from the requirements of this section by the Board of Directors in a
resolution passed before the person becomes an Interested Stockholder.
(3) A Tender Offer shall be made on the terms and subject to the conditions
as set forth below:
(i) All expenses associated with the making and conduct of the Tender Offer
shall be the sole responsibility of the Interested Stockholder; and
(ii) The Tender Offer shall be an offer to purchase any and all outstanding
Voting Shares not owned by the Interested Stockholder at a price per share not
less than the Fair Price, net to the seller in cash. Shares tendered pursuant to
valid guarantees of delivery before the initial expiration date of the Tender
Offer, specifically identifying certificates therefor, shall be deemed to be
validly tendered for purposes of the Tender Offer. The initial expiration of the
Tender Offer shall not be less than twenty (20) business days after the
commencement of the Tender Offer.
(b) In addition to any affirmative vote required by law, and except as
otherwise expressly provided in this Article:
(1) any merger or consolidation of the Corporation with or into any other
Corporation, or
(2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) of all or
substantially all of the property and assets of the Corporation, or
(3) the adoption of any plan or proposal of liquidation or dissolution of
the Corporation; or
(4) any reclassification of the Corporation's securities (including any
stock split); shall require the affirmative vote of the holders of at least 80%
of the outstanding Voting Shares, unless such Business Combination is approved
by 80% of the Continuing Directors (as hereinafter defined) of the Corporation.
Such affirmative vote of the shareholders or directors shall be required,
notwithstanding the fact that no vote may be required, or that some lesser
percentage may be specified, by law or in any agreement or otherwise.
(c) The provisions of sections (a) and (b) of this Article shall not be
applicable to any Business Combination or stock acquisition, and such Business
Combination or stock acquisition shall require only such affirmative vote as is
required by law and any other provisions of these Articles of Incorporation, if
any, if such transaction has been approved by 80% of the Continuing Directors of
the Corporation.
(d) For purposes of this Article:
(1) "Business Combination" means any transaction which is referred to in
any one or more paragraphs (1) through (4) of section (b) of this Article.
(2) "Person" includes a natural person, corporation, partnership,
association, joint stock company, trust, unincorporated association or other
entity. When two or more Persons act as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding or disposing of
common stock, such syndicate or group shall be deemed a Person for purposes of
this Article.
(3) "Interested Stockholder" means any Person (other than the Corporation),
any Subsidiary (as hereinafter defined) or any Employee Stock Ownership Trust or
other compensation plan of the Corporation, who or which as of any date
immediately prior to the consummation of any transaction described in this
Article:
(i) is the beneficial owner, directly or indirectly, of more than 10% of
the Voting Shares; or
(ii) is an Affiliate of the Corporation and at any time within two years
prior thereto was the beneficial owner, directly or indirectly, of not less than
6% of the then outstanding Voting Shares.
(4) "Tender Offer" means a tender offer for cash made in accordance with
the then applicable rules and regulations of the Securities and Exchange
Commission issued pursuant to Section 14(d) of the Securities Exchange Act of
1934, as amended.
(5) "Fair Price" means the amount payable by the Interested Stockholder in
respect of each Voting Share, which shall be the greater amount determined on
either of the following bases:
(i) The highest price per share of Voting Shares including commissions paid
to brokers or dealers for solicitation or other services, at which Voting Shares
held by the Interested Stockholder were acquired pursuant to any market purchase
or otherwise within the preceding twenty-four (24) full calendar months prior to
the commencement of the Tender Offer. For purposes of this subsection (i), if
the consideration paid in any such acquisition of Voting Shares consisted, in
whole or part, of consideration other than cash, then such other consideration
shall be valued at the market value thereof at the time of the payment.
(ii) The highest sale price per share of the Voting Shares for any trading
day during the preceding twenty-four (24) full calendar months prior to the
commencement of the Tender Offer. For purposes of this subsection (ii), the sale
price for any trading day shall be the last sale price per share of Voting
Shares as reported in the National Association of Securities Dealers Automated
Quotation System.
(6) "Beneficial Ownership" means any right or power through any contract,
arrangement, understanding, relationship or otherwise to exercise, directly or
indirectly, (1) voting power, which includes the power to vote, or to direct the
voting of, the Voting Shares, or (2) investment power, which includes the power
to dispose of, or to direct the disposition of, the Voting Shares.
Notwithstanding the foregoing, Beneficial Ownership shall not include (1)
ownership by a registered broker holding shares of Voting Shares in its street
name for customers, or (2) ownership by an employee plan maintained for the
Company's employees, provided that each employee is entitled to vote the shares
in the trust which are allocable to him.
(7) A person shall be a "beneficial owner" of any Voting Shares:
(i) which such Person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such Person or any of its Affiliates or Associates has (a) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time), pursuant to any agreement, arrangement or understanding,
or upon the exercise of conversion rights, exchange rights, warrants or options,
or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or
understanding, or
(iii) which are beneficially owned, directly or indirectly, by any other
Person with which such first mentioned Person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any Voting Shares.
(8) An "Affiliate" of, or a Person "affiliated" with, a specified Person,
is a Person that directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with the Person
specified.
(9) The term "Associate" used to indicate a relationship with any Person
means (1) any corporation or organization (other than the Corporation or a
majority-owned subsidiary of the Corporation) of which such Person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10% or more of
any class of equity securities, (2) any trust or other estate in which such
Person has a substantial beneficial interest or as to which such Person serves
as trustee or in a similar fiduciary capacity, or (3) any relative or spouse of
such Person, or any relative of such spouse, who has the same home as such
Person.
(10) The outstanding Voting Shares shall include shares deemed owned
through application of paragraph (7) of section (d) above, but shall not include
any other Voting Shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants, or options, or otherwise.
(11) "Proponent" means any Person (or its Affiliates or Associates) which
makes any Tender Offer for the Voting Shares or proposes any Business
Combination directly affecting the Corporation or its subsidiaries.
(12) "Continuing Directors" means the incumbent directors of the
Corporation on the date immediately preceding the date the Proponent (or its
Affiliates or Associates) became an Interested Stockholder. In the event the
Proponent (or its Affiliates or Associates) is not an Interested Stockholder,
then all directors of the Corporation shall be Continuing Directors.
(13) "Subsidiary" shall mean a corporation of which a majority of each
class of equity is owned, directly or indirectly, by the Corporation.
(e) A majority of the Continuing Directors shall have the power and duty to
determine for the purposes of this Article on the basis of information known to
them, (1) if a Business Combination is proposed by or on behalf of an Interested
Stockholder or Affiliate of an Interested Stockholder, (2) the number of Voting
Shares beneficially owned by any Person, (3) whether a person is an Affiliate or
Associate of another, or (4) whether a person has an agreement, arrangement or
understanding with another as to the matters referred to in paragraph (7) of
section (d) above.
(f) Nothing contained in this Article shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law. The Board
of Directors is specifically authorized to seek equitable relief, including an
injunction, to enforce the provisions of the Article.
TWELFTH: (a) Every person who was or is a party of, is threatened to be
made party to, or is involved in, any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Corporation (or is or was serving at the
request of the Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or other
enterprise) shall be indemnified and held harmless to the fullest extent legally
permissible under and pursuant to any procedure specified in the Arkansas
Business Corporation Act of 1965, as amended and as the same may be amended
hereafter, against all expenses, liabilities and losses (including attorney's
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right that may enforced in any lawful manner
by such person, and the Corporation may in the discretion of the Board of
Directors enter into indemnification agreements with its directors and officers.
Such right of indemnification shall not be exclusive of any other right which
such director or officer may have or hereafter acquire and, without limiting the
generality of such statement, he shall be entitled to his rights of
indemnification under any agreement, vote of stockholders, provision of law or
otherwise, as well as his rights under this section.
(b) The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is, or was, a director of officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation or as its representative in a
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.
(c) Expenses incurred by a director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he is, or was, a director or officer of the Corporation (or is or was
serving at the Corporation's request as a director or officer of another
corporation or as its representative in a partnership, joint venture, trust or
other enterprise) shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding (1) upon authorization (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
are not parties to the action, suit or proceeding, (ii) if such a quorum is not
obtainable or, even if obtainable, if a quorum of disinterested directors so
directs, then by independent legal counsel in a written opinion, or (iii) by the
shareholders; and (2) upon receipt of an undertaking by, or on behalf of, such
person to repay such amount, if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Corporation as authorized by relevant
provisions of the Arkansas Business Corporation Act of 1965 as the same now
exists or as it may hereafter be amended.
(d) If any provision of this Article or the application thereof to any
person or circumstance is adjudicated invalid, such invalidity shall not affect
other provisions or applications of this Article which lawfully can be given
without the invalid provision of this Article.
THIRTEENTH: In the event of any Tender Offer, merger offer or other
acquisitive offer for the shares or assets of the Corporation or any of its
subsidiaries, then, in addition to any other action required by law, the Board
of Directors shall consider the following factors in evaluating such offer,
prior to making any recommendation with respect to such offer:
(a) The likely impact of the proposed acquisitive transaction on the
Corporation, its subsidiaries, its shareholders, its employees and the
communities served by the Corporation and its subsidiaries;
(b) The timeliness of the offer and proposed transaction considering the
current business climate and the current business activities and plans of the
Corporation and its subsidiaries;
(c) The possibility of any legal defects, including but not limited to bank
and bank holding company regulatory matters, in the offer of proposed
transaction;
(d) The risk of non-consummation of the offer due to inadequate financing,
failure to obtain regulatory approval or such other risks as the Board may
identify;
(e) The current market price of the stock and the assets of the Corporation
and its subsidiaries;
(f) The book value of the stock of the Corporation;
(g) The relationship of the proposed price in the offer to the Board's
opinion of the current value of the Corporation and its subsidiaries in an
independently negotiated transaction;
(h) The relationship of the proposed price in the offer to the Board's
opinion of the future value of the Corporation and its subsidiaries as an
independent entity; and
(i) Any other factors which the Board deems pertinent.
No director who is an Affiliate or Associate (as defined in Article
Eleventh above) of the offeror shall participate in any manner whatsoever in the
above evaluation of the offer.
FOURTEENTH: Any amendment, repeal or modification of any of the terms of
the Articles of Incorporation of the Corporation shall, in addition to all other
requirements of law, require the approval of 80% of the shares entitled to vote
on such amendment, repeal or modification, unless such amendment, repeal or
modification shall have been approved by an affirmative vote of 80% of the
Continuing Directors of the Corporation (as defined in Article Eleventh above).
FIFTEENTH: The Corporation elects to be governed by and subject to the
Arkansas Business Corporation Act of 1987.
SIXTEENTH: To the fullest extent permitted by the Arkansas Business
Corporation Act, as it now exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.
IN WITNESS WHEREOF, the Chairman, President and Chief Executive Officer of
the Corporation has set his hand this 1st day of May, 1997.
SIMMONS FIRST NATIONAL CORPORATION
By /s/ J. Thomas May
J. Thomas May, Chairman, President and
Chief Executive Officer
CERTIFICATE
Pursuant to the Arkansas Business Corporation Act, Simmons First National
Corporation does hereby certify that the Articles of Incorporation, as duly
restated in the Articles of Restatement of Articles of Incorporation, were duly
adopted and restated by a resolution of the Board of Directors. The restatement
contains an amendment to Article FOURTH which was duly approved by the
shareholders and for which the following information is provided:
FIRST: The name of the corporation is: Simmons First National Corporation.
SECOND:The Articles of Incorporation are hereby amended by deleting the
first paragraph of Article FOURTH in its entirety and substituting the following
paragraph in lieu thereof:
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:
THIRD: The date of adoption of the Amendments was April 22, 1997.
FOURTH: There were 5,705,415 shares of Class A common stock outstanding on the
record date, February 28, 1997. Class A common Stock is the only class of stock
outstanding and constitutes the only voting group entitled to vote on this
amendment. The number of shares indisputably represented at the shareholder's
meeting was 4,663,843.
FIFTH: The number of shares which were voted for the amendment to Article FOURTH
was 4,481,195, the number of shares which were voted against that amendment was
60,923 and the number of shares which abstained were 116,131. The number of
votes cast for the amendment is sufficient for its adoption.
IN WITNESS WHEREOF, the Chairman, President and Chief Executive Officer of
Simmons First National Corporation has set his hand this 1st day of May, 1997.
SIMMONS FIRST NATIONAL CORPORATION
By /s/ J. Thomas May
J. Thomas May, Chairman, President and
Chief Executive Officer
EXHIBIT 10
SIMMONS FIRST NATIONAL CORPORATION
EXECUTIVE STOCK INCENTIVE PLAN
ARTICLE I. ADMINISTRATION AND ELIGIBILITY
Section 1.01. Purpose of the Plan. This Executive Stock Incentive Plan (the
"Plan") is intended as an incentive to employees of Simmons First National
Corporation ("Company") and its affiliates or subsidiaries. The purposes of the
Plan 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 authorizes the issuance of stock options which
if so designated, will qualify as "incentive stock options" under the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code"), non-qualified
stock options which may be issued with or without coupled Stock Appreciation
Rights ("SARs") and Bonus Shares.
Section 1.02. Administration of the Plan. The Board of Directors of the
Company ("Board") will select qualified individuals as described in Section 1.03
to participate in the Plan. The Board shall have the power and authority to (i)
determine the participants who will receive options, SARs or Bonus Shares at any
time and the number of shares to be granted to each participant, (ii) to
determine the type, terms and conditions of the options, SARs or Bonus Shares
granted pursuant to the terms of the Plan, (iii) to interpret the provisions of
the Plan and (iv) to supervise the administration of the Plan. All decisions and
selections made by the Board pursuant to the Plan shall be made by a majority of
the members eligible to vote on matters affecting the Plan. The Board may from
time to time refer matters involving the Plan to one or more committees of the
Board for study, reports and recommendations to be made to the Board. All
options, SARs and Bonus Shares shall be granted to the selected participants by
resolution of the Board. Such grant shall be in the absolute discretion of the
Board, and shall be final, without approval of the shareholders of the Company.
Section 1.03. Eligibility. Eligibility for participation in the Plan shall
include only employees of the Company, its affiliates or subsidiaries (as
defined in Section 424(f) of the Internal Revenue Code) who are executive,
administrative, professional, or technical personnel and who have the principal
responsibility (subject to the authority of the Board) for the management,
direction and financial success of the Company. An employee who owns, directly
or indirectly, stock possessing more than ten percent (10%) of the total
combined voting power or value of all classes of stock in the Company, its
affiliates or subsidiaries shall not be eligible to participate in the Plan. The
Directors of the Company who are not employees of the Company, its affiliates or
subsidiaries, shall not be eligible to participate in the Plan by reason of
their status as Directors, but Directors who are qualified employees shall be
eligible to participate. An employee who has been granted options, SARs or Bonus
Shares hereunder may thereafter be granted additional options, SARs or Bonus
Shares at the discretion of the Board.
ARTICLE II. STOCK OPTIONS AND SARs
Section 2.01. Shares Subject to Options and SARs. Subject to the
adjustments as provided in Section 4.01 hereof, 130,000 shares of authorized but
unissued Class A common stock of the Company shall be set aside and designated
for issuance upon the exercise of options and SARs under the Plan. Options and
SARs for any or all of the shares set aside may be granted at such time as the
Board may determine. Any such shares which remain unsold and are not subject to
outstanding options or SARs at the termination of the Plan shall cease to be
subject to the Plan, but until termination of the Plan, the Company shall at all
times make available a sufficient number of shares to meet the requirements for
exercises of options and SARs granted under the Plan. Should any option expire
or be canceled prior to its exercise in full, the shares underlying such expired
or canceled option shall again be subject to the terms of the Plan and options
(and related SARs, if so specified) in respect of those shares may at the
discretion of the Board again be granted to participants under the Plan.
Section 2.02. Option Price. (a) The purchase price for each share under an
option granted pursuant to the Plan shall be determined by the Board, but shall
in the case of options designated as incentive stock options not be less than
100% of the fair market value of such shares on the date the option is granted.
(b) The aggregate fair market value (determined at the time the option is
granted) of stock which may be acquired pursuant to incentive stock options that
become exercisable by any participant for the first time during any calendar
year (under all incentive stock option plans of the Company or as affiliates or
subsidiaries thereof) shall not exceed $100,000.
(c) The fair market value of a share on a particular date shall be deemed
to be (i) the closing price as reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on the last preceding
date upon which a sale or sales were reported to NASDAQ, or (ii) if the stock
hereafter becomes listed on a stock exchange, the closing price per share of the
stock on the principal national securities exchange upon which the stock is
listed from time to time on the last preceding date on which a sale or sales
were effected on such exchange. In the event that the above method for
determining the fair market value of the shares shall not be applicable or shall
not remain consistent with the provisions of the Internal Revenue Code or the
regulations promulgated thereunder, then the fair market value per share shall
be determined by such other method consistent with the Internal Revenue Code or
regulations as the Board may in its discretion select and apply at the time of
the grant of such option.
Section 2.03. Option Period. (a) Incentive stock options granted under this
Plan shall terminate and be of no force and effect with respect to any shares
not previously purchased by the optionee upon the happening of the first of the
following:
(i) The expiration of ten (10) years from the date of granting such option,
or
(ii) The expiration of three (3) months after termination of the optionee's
employment with the Company for any reason (including retirement), with or
without cause, other than by death, or
(iii) The expiration of twelve (12) months after the date of death of the
optionee.
(b) "Employment with the Company" as used in this Plan shall include
employment with any affiliate or subsidiary of the Company and options granted
under this Plan shall not be affected by an employee's transfer of employment
from the Company to an affiliate or subsidiary, from an affiliate or subsidiary
to the Company or between affiliates or subsidiaries.
Section 2.04. Stock Appreciation Rights. The Board may grant SARs to
participants at the same time as such participants are awarded non-qualified
options under the Plan. Such SARs shall be evidenced by agreements in such form
as the Board shall from time to time approve. Such agreements shall comply with,
and be subject to, the following terms and conditions:
(a) The Board may, in its discretion, include in any SARs granted under the
Plan a condition that the participant shall agree to remain in the employ of,
and to render services to, the Company or any of its Subsidiaries for a period
of time (specified in the agreement) from the date the SARs are granted. No such
agreement shall impose upon the Company, or any of its subsidiaries, however,
any obligation to employ the participant for any period of time.
(b) Each SAR shall relate to a specific non-qualified option under the
Plan, and shall be awarded to a participant concurrently with the grant of such
option. The number of SARs granted to a participant, if any are granted, shall
be equal to the number of shares that the participant is entitled to receive
pursuant to the related non-qualified option. The number of SARs held by a
participant shall be reduced by:
(i) the number of SARs exercised for stock or cash under the SAR agreement
applicable to that SAR, and
(ii) the number of shares of stock purchased by such participant pursuant
to the related non-qualified option.
(c) A participant shall exercise SARs by giving written notice of such
exercise to the Company. The date upon which such written notice is received by
the Company shall be the exercise date for the SARs.
(d) Each SAR shall entitle a participant to the following amount of
appreciation--the excess of the fair market value of a share of stock on the
exercise date over the option price of the related non-qualified option. The
total appreciation available to a participant from any exercise of SARs shall be
equal to the number of SARs being exercised, multiplied by the amount of
appreciation per SAR determined under the preceding sentence.
(e) In the discretion of the Board, the total appreciation available to a
participant from an exercise of SARs may be paid to the participant either in
stock or in cash. If paid in cash, the amount thereof shall be the amount of
appreciation determined under sub-paragraph (d) above. If paid in stock, the
number of shares of stock that shall be issued pursuant to the exercise of SARs
shall be determined by dividing the amount of appreciation determined under
subparagraph (d) above, by the fair market value of a share of stock on the
exercise date determined by application of the method set out in Section 2.02(c)
hereinabove; provided, however, that no fractional shares shall be issued upon
the exercise of SARs.
(f) A participant may exercise an SAR for cash only in conjunction with the
exercise of the non-qualified Option to which the SAR relates. SARs may be
exercised only at such times and by such persons as may exercise the related
options under the Plan. Adjustment to the number of shares in the Plan and the
price per share pursuant to Section 4.01 below shall also be made to any SARs
held by each participant. Any termination, amendment, or revision of the Plan
pursuant to Section 4.04 below shall be deemed a termination, amendment, or
revision of SAR to the same extent.
Section 2.05. Option Terms and Exercise Procedures. (a) The Board in
granting options hereunder shall have discretion to determine the terms on which
options shall be exercisable, including such provisions as deemed advisable to
permit qualification as "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code, as the same may from time to time be amended.
Specifically, the Board is authorized to grant incentive stock options which are
exercisable in installments over any period up to and including nine (9) years
after the grant. Any incentive stock options outstanding under the Plan may be
amended, if necessary, in order to retain such qualifications.
(b) Any Option granted hereunder may be exercised solely by the optionee
during his lifetime, or in the event of legal incapacity, by the optionee's
legal representative, or after the death of the optionee, by the person or
persons entitled thereto under the terms of the optionee's Will or the laws of
descent and distribution. In the event of the retirement of an optionee while in
the employ of the Company at or beyond age 65, or any time after age 62, if the
optionee has ten (10) or more years of employment with the company any unmatured
installments of an incentive stock option shall be accelerated as of the date of
retirement and such option shall be exercisable in full within three months
following the date of retirement. In the event of the death of an optionee while
in the employ of the Company, any unmatured installments of an incentive stock
option shall be accelerated as of the date of death and such option shall be
exercisable in full within twelve (12) months following the date of death,
unless otherwise expressly provided in the option granted to such optionee. In
the event of termination of employment for any reason other than retirement or
death, if the Board fails for any reason to take action to approve acceleration
of the then unmatured installments of any outstanding option, such option shall
be exercisable by the optionee or the optionee's legal representative within
three (3) months of the date of termination as to all then matured installments
and all unmatured installments shall be forfeited. In no event may an incentive
stock option be exercised more than ten (10) years after the date of its grant.
(c) Options may be exercised, whether in whole or in part, by written
notification to the Company, accompanied by cash or Cashier's Check for the
aggregate price of the number of shares being purchased, or upon exercising of
an option the optionee may, with the approval of the Board, pay for the shares
by tendering stock in the Company already owned by the optionee, with such stock
being valued on the date of exercise by application of the method set out in
Section 2.02(c) hereinabove. An optionee may, with approval of the Board, also
pay for such shares with a combination of cash and stock of the Company.
(d) In the event options covering more than $100,000 in value of stock
which would otherwise qualify as incentive stock options, first become
exercisable in a calendar year (under all incentive stock option plans of the
Company, its affiliates or subsidiaries), the Board may designate the stock that
is issued pursuant to an incentive stock option by issuing a separate stock
certificate (or certificates) a number of shares not exceeding $100,000 in value
of stock and identifying such certificate (or certificates) as incentive stock
option stock in the Company's stock transfer records and the balance of the
stock shall be treated as acquired pursuant to the exercise of a non-qualified
option.
(e) Options granted under the Plan, which are not incentive stock options,
shall become exercisable at such time as the Board may, in its discretion,
determine, which time may be different from those specified under this Section
2.05 for incentive stock options, provided, that the foregoing terms applicable
to incentive stock options shall also be applicable to non- qualified options
unless and only to the extent that the instrument granting a non-qualified
option contains contrary terms.
(f) If a participant leaves employment with the Company and accepts
employment within twelve (12) months after separation from the Company with a
financial institution with business offices within the State of Arkansas, any
unexercised options (and any related SARs) granted to the participant under the
Plan shall be forfeited and any stock purchased within six (6) months prior to
or any time following the termination of employment with the Company pursuant to
the exercise of a non-qualified stock option or SAR granted hereunder shall be
subject to the right of the Company to repurchase such stock at the price paid
therefor by the participant for a period commencing on the date of the
termination of employment and expiring thirty (30) days following the first
anniversary of such employee's termination of employment.
(g) Stock certificates to be issued or transferred pursuant to options or
SARs granted under this Plan shall have noted thereon that same have been issued
or transferred pursuant to an option or SAR granted under this Plan and are
subject to the terms of any restrictions on transfer contained in the Plan.
Section 2.06. Assignability. Options (and any related SARs) granted under
this Plan shall not be assignable or transferable by the optionee, otherwise
than by Will or the laws of descent and distribution and shall be exercisable
during the lifetime of the optionee only by the optionee or, in the event of
legal incapacity, by the optionee's legal representative. Other than as
permitted in the preceding sentence, no assignment, or transfer of an option (or
any related SARs), or of the rights represented thereby, whether voluntarily or
involuntarily, by operation of law or otherwise, shall vest in the purported
assignee or transferee, any interest or right therein whatsoever, but
immediately upon any such purported assignment or transfer, or any attempt to
make the same, such option (and any related SAR) shall terminate and become of
no further effect
ARTICLE III. BONUS SHARES
Section 3.01. Bonus Share Reserve. (a) Subject to the adjustments as
provided in Section 4.01, the Company will establish a Bonus Share Reserve to
which will be credited 15,000 shares of the authorized but unissued Class A
common stock of the Company.
(b) Upon the allocation of shares hereunder, the reserve will be reduced by
the number of shares so allocated and, upon the failure to make the required
payment on the issuance of any Bonus Shares pursuant to Section 3.04(a) or upon
the repurchase thereof pursuant to Section 3.05(d)(i) or (ii), the reserve shall
be increased by such number of shares, and such Bonus Shares may again be the
subject of allocations hereunder.
(c) Distributions of Bonus Shares, as the Board shall in its sole
discretion determine, may be made from authorized but unissued shares. All
authorized and unissued shares issued as Bonus Shares in accordance with the
Plan shall be fully paid and non-assessable shares and free from preemptive
rights.
Section 3.02. Allocation of Bonus Shares. (a) The Board may from time to
time select those eligible participants as described in Section 1.03 for
allocations of Bonus Shares. In selecting those participants to whom it wishes
to make for allocations for Bonus Shares and in determining the number of Bonus
Shares it wishes to allocate, the Board shall consider the position and
responsibilities of the participants, the value of their services to the
Company, its affiliates and subsidiaries and such other factors as the Board
deems pertinent. Allocation shall be made by a duly adopted resolution of the
Board setting forth the participant, number of Bonus Shares and such other terms
and conditions as the Board deems appropriate. The date of such action by the
Board shall be the "date of allocation," as that term is used in this Plan.
(b) The total number of Bonus Shares which may be allocated pursuant to
this Plan will not exceed the amount available therefor in the Bonus Share
reserve.
Section 3.03. Notice of Allocations. When an allocation is made, the Board
shall advise the Recipient and the Company thereof by delivery of written notice
thereof in such form of as the Company may from time to time specify.
Section 3.04. Payment Required of Participants. (a) Within 30 days after
receipt of the notice of allocation, the participant shall, if he or she desires
to accept the allocation, pay to the Company an amount equal to the par value of
the Bonus Shares so allocated, in cash, by certified or bank cashier's check, or
by money order at the office of its Chief Financial Officer.
(b) The Company may require that, in acquiring any Bonus Shares, the
participant agree with, and represent to, the Company that the participant is
acquiring such Bonus Shares for the purpose of investment and with no present
intent to transfer, sell, or otherwise dispose of such shares except for such
distribution by a legal representative as shall be required by will or the laws
of any jurisdiction in winding up the estate of any participant. Such shares
shall be transferable thereafter only if the proposed transfer is permitted
under the Plan and if, in the opinion of counsel (who shall be satisfactory to
the Company), such transfer at such time complies with applicable securities
laws.
(c) Concurrently with making payment of the par value of Bonus Shares
pursuant to Section 3.04(a) the participant shall deliver to the Company, in
duplicate, an agreement in writing, signed by the participant, in form and
substance as set forth in Exhibit A, below, and the Company will promptly
acknowledge its receipt thereof. The date of such delivery and receipt shall be
deemed the "Date of Issuance," as that phrase is used in this Plan, of the Bonus
Shares to which the shares relate. The failure to make such payment and delivery
within 30 days from the date of allocation shall terminate the allocation of
such shares to the participant.
Section 3.05. Restrictions. (a) Bonus Shares, after the making of the
payment and representations required by Section 3.04, will be promptly issued or
transferred and a certificate or certificates for such shares shall be issued in
the participant's name. The participant shall thereupon be a shareholder of all
the shares represented by the certificate or certificates. As such, the
participant will have all the rights of a shareholder with respect to such
shares, including the right to vote them and to receive all dividends and other
distributions (subject to Section 3.05(b)) paid with respect to them, provided,
however, that the shares shall be subject to the restrictions in Section
3.05(d). Stock certificates representing Bonus Shares will be imprinted with a
legend stating that the shares represented thereby may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed of except in
accordance with this Plan's terms, and each transfer agent for the Common Stock
shall be instructed to like effect in respect of such shares. In aid of such
restrictions, the participant shall, if requested by the Board, immediately upon
receipt of the certificate(s) therefor, deposit such certificate(s) together
with a stock power or other instrument of transfer, appropriately endorsed in
blank, with an escrow agent designated by the Board, under a deposit agreement
containing such terms and conditions as the Board shall approve, the expenses of
such escrow to be borne by the Company.
(b) Stock Splits, Dividends, etc. If, due to a stock split, stock dividend,
combination of shares, or any other change or exchange for other securities by
reclassification, reorganization, merger, consolidation, recapitalization or
otherwise, the participant, as the owner of Bonus Shares subject to restrictions
hereunder, shall be entitled to new, additional, or different shares of stock or
securities, the certificate or certificates for, or other evidences of, such
new, additional, or different shares or securities, together with a stock power
or other instrument of transfer appropriately endorsed, also shall be imprinted
with a legend as provided in Section 3.05(a) and deposited by the participant
under the above-mentioned deposit agreement, if so requested by the Board. When
the event(s) described in the preceding sentence occur, all Plan provisions
relating to restrictions and lapse of restrictions will apply to such new,
additional, or different shares or securities to the extent applicable to the
shares with respect to which they were distributed, provided, however, that if
the participant shall receive rights, warrants or fractional interests in
respect of any of such Bonus Shares, such rights or warrants may be held,
exercised, sold or otherwise disposed of, and such fractional interests may be
settled, by the participant free and clear of the restrictions hereafter set
forth.
(c) Restricted Period. The term "Restricted Period" with respect to
restricted Bonus Shares (after which restrictions shall lapse) means a period
starting on the Date of Issuance of such shares to the Recipient and ending on
such date not less than three (3) years after the Date of Issuance, as the Board
may establish at the time of allocation of shares hereunder.
(d) Restrictions on Bonus Shares. The restrictions to which restricted
Bonus Shares shall be subject are:
(i) During the Restricted Period applicable to such shares and except as
otherwise specifically provided in Article III of the Plan, none of such shares
shall be sold, exchanged, transferred, pledged, hypothecated, or otherwise
disposed of unless such shares are first, by written notice, offered to the
Company for repurchase for the same amount as was paid therefor under Section
3.04, with appropriate adjustment for any change in the Bonus Shares of the
nature described in Section 3.05(b) and the Company shall not within 30 days
following such offer have so repurchased the shares and made payment in full
therefor. Unless such repurchase is otherwise prohibited by the laws of the
State of Arkansas currently in effect at the time of an offer of Bonus Shares to
the Company for repurchase pursuant to the terms of this Plan, the Company shall
repurchase said shares and make payment in full therefor within thirty (30) days
following such offer.
(ii) If a participant's employment is terminated for any reason, other than
as described in Section 3.05(d)(iii) below, before the Restricted Period ends,
the Company shall so notify the escrow agent, if any, appointed under Section
3.05(a). Such termination shall be deemed an offer to the Company as described
in Section 3.05(d)(i) as to:
(A) All such shares issued to such participant, if such
termination occurs within one year from the Date of
Issuance:
(B) 75% of the total number of such shares originally
issued (including any other or additional securities issued
in respect thereof, as contemplated by Section 3.05(b)) to
such participant, if such termination occurs more than one
year after the Date of Issuance but prior to two years
after that date;
(C) 50% of the total number of such shares originally
issued (including any other or additional securities issued
in respect thereof, as contemplated by Section 3.05(b)) to
such participant, if the termination occurs on or after two
years after the Date of Issuance but prior to the end of
the Restricted Period.
(iii) If a participant's employment is terminated by reason of death or
disability, at any time during the Restricted Period, the Company shall so
notify the escrow agent, if any, appointed under Section 3.05(a). Such
termination shall be an immediate termination of all restrictions on the Bonus
Shares under Section 3.05 and shall be deemed an immediate termination of the
Restricted Period, regardless of the terms of the allocation of the Bonus
Shares.
(e) The restriction set forth in Section 3.05(d) hereof, with respect to
the Bonus Shares to which such Restricted Period was applicable, will lapse
(i) upon termination of the participant's employment, as to any shares held
by a participant whose employment is terminated, as described in Section
3.05(d)(iii),
(ii) as to such shares in accordance with the time(s) and number(s) of
shares as to which the Restricted Period expires, as described in Section
3.05(d)(ii), or
(iii) as to any shares which the Company will fail to purchase when they
are offered to the Company, as described in Section 3.05(d)(i), upon the
Company's failure to so repurchase.
(f) All notices in writing required pursuant to this Section 3.05 will be
sufficient only if actually delivered or if sent via registered or certified
mail, postage prepaid, to the Company, attention Chief Financial Officer, and
escrow agent, if any, at its principal office within the City of Pine Bluff,
Arkansas and will be conclusively deemed given on the date of delivery, if
delivered or on the first business day following the date of such mailing, if
mailed.
Section 3.06. Limitation on Assignment or Transfer. Participants receiving
allocations will have no rights in respect thereof other than those set forth in
the Plan. Except as provided in Sections 3.04(b) or 3.05(f), such rights may not
be assigned or transferred except by will or by the laws of descent and
distribution. If any attempt is made to sell, exchange, transfer, pledge,
hypothecate, or otherwise dispose of any Bonus Shares held by the participant
under restrictions which have not yet lapsed, the shares that are the subject of
such attempted disposition will be deemed offered to the Company for repurchase,
and the Company will repurchase them, as described in Section 3.05(d)(i). Before
issuance of Bonus Shares, no such shares will be earmarked for the participants'
accounts nor will such participant have any rights as stockholders with respect
to such shares.
ARTICLE IV. GENERAL TERMS
Section 4.01. Reorganizations And Recapitalization of The Company. (a) The
existence of the Plan and any options, SARs or Bonus Shares granted or allocated
hereunder shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalization,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preferred stocks ahead of or affecting the common
stock or the rights thereof, or the dissolution or the liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any corporate act or proceeding, whether of a similar character or otherwise.
(b) The shares with respect to which Bonus Shares may be allocate and
options and SARs may be granted hereunder are shares of the common stock of the
Company as presently constituted, but if and whenever, prior to the delivery by
the Company of all of the Bonus Shares or the shares of common stock which are
subject to options or SARs granted hereunder, the Company shall effect a
subdivision or consolidation of shares or other capital readjustments, the
payments of a stock dividend or other increase or reduction in the number of
shares of the common stock outstanding without receiving compensation therefor
in money, services or property, the Bonus Share Reserve, the number of shares of
common stock set aside for options under Section 2.01 of the Plan, the number of
Bonus shares allocated to but not yet purchased by any participant and the
number of shares of common stock with respect to which options and SARs
previously granted hereunder may thereafter be exercised shall (i) in the event
of an increase in the number of shares, be proportionately increased, and the
option price (if applicable) per share shall be proportionately reduced; and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced, and the option price (if applicable) per share shall be
proportionately increased.
(c) If the Company is reorganized, merged, consolidated, or sells or
otherwise disposes of substantially all of its assets to another corporation or
if at least a majority of the outstanding common stock of the Company is
acquired by another corporation (in exchange for stock or other securities of
such other corporation) while unexercised options or SARs remain outstanding
under the Plan, there shall be substituted for the shares subject to the
unexercised installments of such outstanding options and SARs an appropriate
number of shares, if any, of each class of stock or other securities of the
reorganized, merged, consolidated, or acquiring securities of the reorganized,
merged, consolidated, or acquiring corporation which were distributed or issued
to the shareholders of the Company in respect of such shares. In the case of any
reorganization, merger or consolidation wherein the Company is not the surviving
corporation, or any sale or distribution of substantially all of the assets of
the Company to another corporation or the acquisition of at least a majority of
the outstanding common stock of the Company by another corporation in exchange
for stock or other securities of such other corporations ("Change in Control
Transaction"), then (i) all restrictions on Bonus Shares hereunder shall be
immediately terminated, including the immediate termination of the Restricted
Period, and (ii) all options and SARs granted under the Plan shall become
immediately vested without regard to the terms of any installment provisions set
forth in such option or SAR.
(d) In the event there shall be any change of the number, or kind of,
issued shares under any option or SAR, or of any stock or other securities into
which such stock shall have been changed, or for which it shall have been
exchanged, then if the Board shall, in its sole discretion, determine such
changes equitably require an adjustment in the number, or kind, of shares under
the option or SAR, such adjustment shall be made by the Board and shall be
effective and binding for all purposes of the Plan.
Section 4.02. Registration and Listing. The Company from time to time shall
take such steps as may be necessary to cause the issuance of Bonus Shares and
shares upon the exercise of options or SARs granted under the Plan to be
registered under the Securities Act of 1933, as amended, and such other Federal
or State Securities laws as may be applicable. The timing of such registration
shall be at the sole discretion of the Company. Until such shares are
registered, they shall bear a legend restricting the sale of such securities.
Subject to the restrictions contained in the Plan, the Company shall also from
time to time take such steps as may be necessary to list the Bonus Shares and
the shares issuable upon exercise of options or SARs granted under the Plan for
trading on the same basis which the Company's then outstanding shares are
admitted to trading on any public market.
Section 4.03. Effective Date of Plan. This Plan shall become effective on
the later of the date of its adoption by the Board of Directors of the Company
or its approval by the vote of the holders of a majority of the outstanding
shares of the Company's Class A Common Stock. This Plan shall not become
effective unless such shareholder approval shall be obtained within twelve (12)
months before or after the adoption of the Plan by the Board.
Section 4.04. Amendments or Termination. The Board may amend, alter or
discontinue the Plan, but no amendment or alteration shall be made without the
approval of the shareholders which would:
(a) Materially increase the benefits accruing to participants under the
Plan; or
(b) Increase the number of securities which may be issued under the Plan;
or
(c) Modify the requirements as to eligibility for participants in the Plan.
No amendment, alteration or discontinuation of the Plan shall adversely
affect any Bonus Shares, options or SARs allocated or granted prior to the time
of such amendment, alteration or discontinuation.
Section 4.05. Government Regulations. Notwithstanding any provisions
hereof, the obligation of the Company to sell and deliver Bonus Shares or shares
under any option or SAR shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required, and the participant shall agree that he
will not purchase any Bonus Share or exercise any option or SAR granted
hereunder, and that the Company will not be obligated to issue any shares
hereunder, if the purchase or exercise thereof or if the issuance of such shares
shall constitute a violation by the participant or the Company of any applicable
law or regulation.
In Witness Whereof, the Chairman and CEO has executed this instrument at
the direction of the Board of Directors of the Company, this 24th day of
February, 1997.
SIMMONS FIRST NATIONAL CORPORATION
By /s/ J. Thomas May
J. Thomas May, Chairman and CEO
EXHIBIT A
Chief Financial Officer
Simmons First National Corporation
Pine Bluff, Arkansas
Enclosed is the sum of $____________, being an amount equal to the par
value of _________ shares of the Class A $1.00 par value common stock of Simmons
First National Corporation, allocated to and purchased by me as Bonus Shares
under the Simmons First National Corporation Executive Stock Incentive Plan
("Plan"). Upon receipt of these Bonus Shares, I will deposit them, if so
directed by action of the Board, together with a stock power duly endorsed in
blank with an escrow agent appointed pursuant to Section 3.05(a) of the Plan.
I represent and agree that I am acquiring these Bonus shares for investment
and that I have no present intenetion to transfer, sell or otherwise dispose of
such shares, except as permitted pursuant to the Plan and in compliance with
applicable securities laws. I agree further that I am acquiring these shares in
accordance with, and subject to, the terms of the Plan, to all of which I hereby
expressly assent. These agreements will bind abd inure to the benefit of my
heirs, legal representatives, successors and assigns.
My address is: ______________________
______________________
My Social Security Number is: __________________________
Sincerely,
_______________________________________
Receipt of this instrument and the payment herein referred to is
acknowledged this ______ day of ________________, _______.
SIMMONS FIRST NATIONAL CORPORATION
By______________________________________
Title:______________________________
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