UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No....)*
Simmons First National Corporation
(Name of Issuer)
Common Stock Par Value $1.00 Per Share
(Title of Class of Securities)
828 730 200
(CUSIP Number)
Joe S. Hiatt, P.O. Box 267,
Charleston, Arkansas 72933 Telephone: (501) 965-2500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-(g), check the following box .
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No.828 730 200
1) Names of reporting persons and S.S. or IRS Identification Nos.
of above persons
Joe S. Hiatt S.S. ####-##-####
2) Check the appropriate box if a member of a group (see
instructions)
(a) XX
(b)
3) SEC Use Only
4) Source of funds (see instructions)
NA
5) Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
6) Citizenship or place of organization
United States Citizen
No. of Shares 7) Sole Voting Power: Joe S. Hiatt 233,680 shares
beneficially 8) Shared Voting Power:
owned by each 9) Sole Dispositive Power: Joe S. Hiatt 233,680
reporting 10) Shared Dispositive Power:
person with
11) Aggregate amount beneficially owned by each reporting person
Joe S. Hiatt, 233,680 shares
12) Check if the aggregate amount in row 11 excludes certain
shares (see instructions) XX
13) Percent of class represented by amount in row 11
4.07%
14) Type of reporting person (see instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No.828 730 200
1) Names of reporting persons S.S. or IRS Identification Nos. of
above persons
Margie L. Hiatt S.S. ####-##-####
2) Check the appropriate box if a member of a group (see
instructions)
(a) XX
(b)
3) SEC Use Only
4) Source of funds (see instructions)
NA
5) Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
6) Citizenship or place of organization
United States Citizen
No. of Shares 7) Sole Voting Power: Margie Hiatt 80,595 shares
beneficially 8) Shared Voting Power:
owned by each 9) Sole Dispositive Power: Margie Hiatt 80,595
reporting 10) Shared Dispositive Power:
person with
11) Aggregate amount beneficially owned by each reporting person
Margie L. Hiatt 80,595 shares
12) Check if the aggregate amount in row 11 excludes certain
shares (see instructions) XX
13) Percent of class represented by amount in row 11
1.40%
14) Type of reporting person (see instructions)
IN
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $1.00
per share (the "Common Stock"), of Simmons First National
Corporation ("Simmons"). The principal executive offices of
Simmons, an Arkansas corporation, are located at 501 Main Street,
Pine Bluff, Arkansas 71601.
Item 2. Identity and Background.
(a) Joe S. and Margie L. Hiatt, husband and wife;
(b) P.O. Box 267, Charleston, Arkansas 72933;
(c) Investments;
(d) None;
(e) None;
(f) U.S.
Item 3. Source and Amount of Funds or Other Consideration.
The securities were acquired as a result of the merger of
America Bancshares, Inc. into Simmons.
Item 4. Purpose of Transaction.
See Item 3.
Item 5. Interest in Securities of the Issuer.
Joe S. Hiatt has sole voting and dispositive power with
respect to 233,680 shares (4.07% of the class), and Margie L. Hiatt
has sole voting and depositive power with respect to 80,595 shares
(1.4% of the class). The aggregate ownership of 314,275 shares
constitutes 5.47% of the outstanding common stock. Joe S. Hiatt
and Margie L. Hiatt each disclaim beneficial ownership of the shares
owned by the other.
Item 6. Contracts, Arrangements, Understandings, Relationships
With Respect to Securities of the Issuer.
Joe S. and Margie L. Hiatt have signed "Affiliate Letters".
Item 7. Material to be Filed as Exhibits.
1. Joe S. Hiatt Affiliate Letter
2. Margie L. Hiatt Affiliate Letter
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: December 10, 1998
JOE S. HIATT
Joe S. Hiatt
MARGIE HIATT
Margie Hiatt
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
<S> <C> <C>
1 Joe S. Hiatt Affiliate Letter Filed herewith electronically
2 Margie Hiatt Affiliate Letter Filed herewith electronically
</TABLE>
December 3, 1998
Simmons First National Corporation
P. O. Box 7009
Pine Bluff, Arkansas 71611
Gentlemen:
I may presently be considered to be an "affiliate", as
defined in paragraph (a) of Rule 144 of the Rules and Regulations
of the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended (the "Act"), of American
Bancshares of Arkansas, Inc., Charleston, Arkansas, a bank
holding company ("ABA"). Pursuant to the merger (the "Merger") of
ABA with and into Simmons First National Corporation ("Simmons"),
I will acquire 233,680 shares of the common stock, par value $1
per share ("Common Stock"), of Simmons. I represent and warrant
that I will not make any sale, transfer or other disposition of
the Shares in violation of the Act or the General Rules and
Regulations promulgated thereunder by the SEC.
I have been advised that the Shares issued to me pursuant to
the Merger have been registered under the Act in the Registration
Statement on SEC Form S-4, as amended, Registration No. 333-66243
("Registration Statement") as filed with the SEC, and have
received a copy of the proxy/prospectus filed as part of the
Registration Statement. However, I have also been advised that
any public offering or sale by me of any of the Shares will,
under current law, require either (i) the further registration
(by amendment of such Form S-4 or otherwise) under the Act of the
Shares to be sold or (ii) compliance with Rule 145 promulgated
under the Act or (iii) the availability of another exemption from
such registration.
I agree that notwithstanding any provision herein or
contained in the Agreement and Plan of Reorganization that I will
not sell, transfer, or otherwise dispose of any of the Shares
unless Simmons has made public disclosure of financial results
reflecting 30 days' of post-Merger combined operations of ABA and
Simmons within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies. Simmons has agreed
to make the required public disclosure of financial results as
set out above as soon as feasible after the Merger is
consummated. In addition, I hereby represent and warrant to
Simmons that I have not made any sales of ABA or Simmons common
stock during the 30-day period immediately preceding the date
hereof and I further agree not to engage in any such sales prior
to the Merger, nor have I pledged or will I pledge any Simmons or
ABA common stock to secure any obligation during such period.
I represent and warrant to Simmons that:
1. I have carefully read this letter and discussed its
requirements and other applicable limitations upon the sale,
transfer or other disposition of the Shares, to the extent I felt
necessary, with my counsel or counsel for ABA.
2. I have been informed by Simmons that any distribution
by me of the Share has not been registered under the Act and that
the Shares must be held by me indefinitely until (i) such
distribution of the Shares has been registered under the Act,
(ii) a sale of the Shares is made in conformity with the volume
and other limitations of Rule 145 promulgated by the SEC under
the Act, or (iii) some other exemption from registration is
available with respect to any such proposed sale, transfer or
other disposition of the Shares.
3. I have been informed by Simmons that it is required to
file periodic reports with the SEC and the NASDAQ and that
certain sales of the Shares by me may not be required to be
registered under the Act by virtue of Rule 145 promulgated by the
SEC under the Act, provided that such sales are made in
accordance with all of the terms and conditions of such Rules,
including among other things the following:
(a) The amount of Simmons Common Stock sold by me
pursuant to Rule 145 during any period of three months cannot
exceed the greater of (i) one percent of the total outstanding
Simmons Common Stock or (ii) the average reported weekly trading
volume on NASDAQ during the four week period immediately
preceding receipt of the order by the broker to execute the
transaction. In computing the foregoing quantity limit it is
necessary to count sales not only by me but also by certain
immediate family members and other related persons and others
with whom I may act in concert.
(b) Sales must be made in brokers' transactions as
defined by the SEC Rule 144 (certain provisions of which are
incorporated by reference into Rule 145).
(c) No sales may be made under the Rule unless Simmons
has filed all SEC reports required to be filed by Simmons.
4. I understand that Simmons is under no obligation to
register the sale, transfer or other disposition of the Shares by
me or on my behalf.
5. I understand and agree that stop transfer instruction
will be issued with respect to the Shares and there will be
placed on the certificates representing such Shares, or any
certificate delivered in substitution therefor, a legend stating
in substance:
"The shares represented by this Certificate have been
issued to the registered holder as a result of a
transaction to which Rule 145 under the Securities Act
of 1933, as amended, (the "1933 Act") applies. The
shares represented by this certificate may not be sold,
transferred or assigned, and the issuer shall not be
required to give effect to any attempted sale, transfer
or assignment, except pursuant to (i) a registration
statement then in effect under the 1933 Act, (ii) a
transaction permitted by Rule 145 as to which the
issuer has received evidence of compliance with the
provisions of said Rule 145 reasonably satisfactory to
it or (iii) a transaction which, in the opinion of
counsel for the Affiliate or as described in a "no-
action" or interpretive letter from the staff of the
Securities and Exchange Commission, in each case
reasonably satisfactory in form and substance to the
issuer, is exempt from the registration requirements of
the 1933 Act. The restrictions of this paragraph shall
become null and void and this paragraph shall have no
effect on and after December 8, 2000."
6. I have been informed by Simmons that if I propose to
sell to any of these Shares pursuant to Rule 145, and if such
sale would be permitted under the terms of this letter, Simmons
will, upon my written request, supply me with the following:
(a) A statement as to whether Simmons has complied
with the provisions of Rule 145 regarding filing of SEC reports
as a condition to sales made pursuant to that Rule;
(b) A confirmation as to the number of shares of
Simmons Common Stock outstanding as shown by the most recent
report or statement published by it; and
(c) Simmons' taxpayer identification number and SEC
file number.
I have carefully read this letter and have had an adequate
opportunity to review the Merger Agreement and understand the
requirements and the limitations imposed upon the distribution,
sale, transfer, or other disposition of ABA common stock or
Shares of Simmons.
Sincerely,
JOE S. HIATT
Joe S. Hiatt
December 3, 1998
Simmons First National Corporation
P. O. Box 7009
Pine Bluff, Arkansas 71611
Gentlemen:
I may presently be considered to be an "affiliate", as
defined in paragraph (a) of Rule 144 of the Rules and Regulations
of the Securities and Exchange commission ("SEC") under the
Securities Act of 1933, as amended (the "Act"), of American
Bancshares of Arkansas, Inc., Charleston, Arkansas, a bank
holding company ("ABA"). Pursuant to the merger (the "Merger") of
ABA with and into Simmons First National Corporation ("Simmons"),
I will acquire 80,595 shares of the common stock, par value $1
per share ("Common Stock"), of Simmons. I represent and warrant
that I will not make any sale, transfer or other disposition of
the Shares in violation of the Act or the General Rules and
Regulations promulgated thereunder by the SEC.
I have been advised that the Shares issued to me pursuant to
the Merger have been registered under the Act in the Registration
Statement on SEC Form S-4, as amended, Registration No. 333-66243
("Registration Statement") as filed with the SEC, and have
received a copy of the proxy/prospectus filed as part of the
Registration Statement. However, I have also been advised that
any public offering or sale by me of any of the Shares will,
under current law, require either (i) the further registration
(by amendment of such Form S-4 or otherwise) under the Act of the
Shares to be sold or (ii) compliance with Rule 145 promulgated
under the Act or (iii) the availability of another exemption from
such registration.
I agree that notwithstanding any provision herein or
contained in the Agreement and Plan of Reorganization that I will
not sell, transfer, or otherwise dispose of any of the Shares
unless Simmons has made public disclosure of financial results
reflecting 30 days' of post-Merger combined operations of ABA and
Simmons within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies. Simmons has agreed
to make the required public disclosure of financial results as
set out above as soon as feasible after the Merger is
consummated. In addition, I hereby represent and warrant to
Simmons that I have not made any sales of ABA or Simmons common
stock during the 30-day period immediately preceding the date
hereof and I further agree not to engage in any such sales prior
to the Merger, nor have I pledged or will I pledge any Simmons or
ABA common stock to secure any obligation during such period.
I represent and warrant to Simmons that:
1. I have carefully read this letter and discussed its
requirements and other applicable limitations upon the sale,
transfer or other disposition of the Shares, to the extent I felt
necessary, with my counsel or counsel for ABA.
2. I have been informed by Simmons that any distribution
by me of the Share has not been registered under the Act and that
the Shares must be held by me indefinitely until (i) such
distribution of the Shares has been registered under the Act,
(ii) a sale of the Shares is made in conformity with the volume
and other limitations of Rule 145 promulgated by the SEC under
the Act, or (iii) some other exemption from registration is
available with respect to any such proposed sale, transfer or
other disposition of the Shares.
3. I have been informed by Simmons that it is required to
file periodic reports with the SEC and the NASDAQ and that
certain sales of the Shares by me may not be required to be
registered under the Act by virtue of Rule 145 promulgated by the
SEC under the Act, provided that such sales are made in
accordance with all of the terms and conditions of such Rules,
including among other things the following:
(a) The amount of Simmons Common Stock sold by me
pursuant to Rule 145 during any period of three months cannot
exceed the greater of (i) one percent of the total outstanding
Simmons Common Stock or (ii) the average reported weekly trading
volume on NASDAQ during the four week period immediately
preceding receipt of the order by the broker to execute the
transaction. In computing the foregoing quantity limit it is
necessary to count sales not only by me but also by certain
immediate family members and other related persons and others
with whom I may act in concert.
(b) Sales must be made in brokers' transactions as
defined by the SEC Rule 144 (certain provisions of which are
incorporated by reference into Rule 145).
(c) No sales may be made under the Rule unless Simmons
has filed all SEC reports required to be filed by Simmons.
4. I understand that Simmons is under no obligation to
register the sale, transfer or other disposition of the Shares by
me or on my behalf.
5. I understand and agree that stop transfer instruction
will be issued with respect to the Shares and there will be
placed on the certificates representing such Shares, or any
certificate delivered in substitution therefor, a legend stating
in substance:
"The shares represented by this Certificate have been
issued to the registered holder as a result of a
transaction to which Rule 145 under the Securities Act
of 1933, as amended, (the "1933 Act") applies. The
shares represented by this certificate may not be sold,
transferred or assigned, and the issuer shall not be
required to give effect to any attempted sale, transfer
or assignment, except pursuant to (i) a registration
statement then in effect under the 1933 Act, (ii) a
transaction permitted by Rule 145 as to which the
issuer has received evidence of compliance with the
provisions of said Rule 145 reasonably satisfactory to
it or (iii) a transaction which, in the opinion of
counsel for the Affiliate or as described in a "no-
action" or interpretive letter from the staff of the
Securities and Exchange Commission, in each case
reasonably satisfactory in form and substance to the
issuer, is exempt from the registration requirements of
the 1933 Act. The restrictions of this paragraph shall
become null and void and this paragraph shall have no
effect on and after December 8, 2000."
6. I have been informed by Simmons that if I propose to
sell to any of these Shares pursuant to Rule 145, and if such
sale would be permitted under the terms of this letter, Simmons
will, upon my written request, supply me with the following:
(a) A statement as to whether Simmons has complied
with the provisions of Rule 145 regarding filing of SEC reports
as a condition to sales made pursuant to that Rule;
(b) A confirmation as to the number of shares of
Simmons Common Stock outstanding as shown by the most recent
report or statement published by it; and
(c) Simmons' taxpayer identification number and SEC
file number.
I have carefully read this letter and have had an adequate
opportunity to review the Merger Agreement and understand the
requirements and the limitations imposed upon the distribution,
sale, transfer, or other disposition of ABA common stock or
Shares of Simmons.
Sincerely,
MARGIE L. HIATT
Margie L. Hiatt
