<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
FORREST CITY FINANCIAL CORPORATION
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[ON FORREST CITY FINANCIAL CORPORATION LETTERHEAD]
September 26, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Forrest City
Financial Corporation (the "Company"), we cordially invite you to attend the
1997 Annual Meeting of Stockholders of the Company. The meeting will be held at
8:30 a.m., Forrest City, Arkansas time, on October 28, 1997 at the Company
located at 715 North Washington, Forrest City, Arkansas.
An important aspect of the annual meeting process is the annual
stockholder vote on corporate business items. I urge you to exercise your rights
as a stockholder to vote and participate in this process. This year stockholders
are being asked to vote on the election of three directors and the ratification
of appointment of Frazee, Fox & Dodge, Ltd. as the Company's auditors. The Board
of Directors unanimously recommends that you vote for each of the proposals.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.
Your Board of Directors and management are committed to the continued
success of Forrest City Financial Corporation and the enhancement of your
investment. As Chairman of the Board, I want to express my appreciation for your
confidence and support.
Very truly yours,
Ted C. Parker
Chairman of the Board
<PAGE>
FORREST CITY FINANCIAL CORPORATION
715 North Washington Street
Forrest City, Arkansas 72335
(870) 633-1525
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 28, 1997
Notice is hereby given that the 1997 Annual Meeting of Stockholders
(the "Meeting") of Forrest City Financial Corporation (the "Company") will be
held at the main office of the Company located at 715 North Washington Street,
Forrest City, Arkansas, at 8:30 a.m. Forrest City, Arkansas time, on October 28,
1997.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company; and
2. The ratification of the appointment of Frazee, Fox & Dodge, Ltd. as
auditors for the Company for the fiscal year ended June 30, 1998;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 16,
1997, are the stockholders entitled to vote at the Meeting, and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Ted C. Parker
Chairman of the Board
Forrest City, Arkansas
September 26, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES Of ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
FORREST CITY FINANCIAL CORPORATION
715 North Washington Street
Forrest City, Arkansas 72335
(870) 633-1525
1997 ANNUAL MEETING OF STOCKHOLDERS
October 28, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Forrest City Financial Corporation (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at the main office of the Company
located at 715 North Washington Street, Forrest City, Arkansas, on October 28,
1997, at 8:30 a.m., Forrest City, Arkansas time, and all adjournments of the
Meeting. The accompanying Notice of Meeting and this Proxy Statement are first
being mailed to stockholders on or about September 26, 1997. Certain of the
information provided herein relates to Forrest City Bank, NA (the "Bank"), a
wholly owned subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of three directors of the Company, and a proposal to
ratify the appointment of Frazee, Fox & Dodge, Ltd. as the Company's auditors
for the fiscal year ending June 30, 1998.
Vote Required and Proxy Information
All shares of Company common stock ("Common Stock") represented at the
Meeting by properly executed proxies received prior to or at the Meeting, and
not revoked will be voted at the Meeting in accordance with the instructions
thereon. If no instructions are indicated, properly executed proxies will be
voted for the nominees and the adoptions of the proposals set forth in this
Proxy Statement. The Company does not know of any matters, other than as
described in the Notice of Meeting, that are to come before the Meeting. If any
other matters are properly presented at the Meeting for action, the persons
named in the enclosed form of proxy and acting thereunder will have the
discretion to vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
shareholders. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Company's Common Stock, present in person
or represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Sharon Eason,
Secretary, Forrest City Financial Corporation, 715 North Washington, Forrest
City, Arkansas 72335.
<PAGE>
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on September 16,
1997, will be entitled to one vote for each share then held. As of that date,
the Company had 194,677 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of: (i) those
persons or entities known by management to beneficially own more than five
percent of the Company's Common Stock, (ii) the Company's Chief Executive
Officer, and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned at Percent
Beneficial Owner September 16, 1997 of Class
- ------------------------------------------------- ------------------ --------
<S> <C> <C>
Forrest City Financial Corporation Employee Stock
Ownership Plan
715 North Washington
Forrest City, Arkansas 72335(1) 18,265 9.38%
John R. Stipe
President and Chief Executive Officer
715 North Washington
Forrest City, Arkansas 72335(2) 16,993 8.58
P. Oppenheimer Investment Partnership, L.P.
119 West 57th Street, Suite 1515
New York, New York 10019(3) 19,219 9.87
Laifer Capital Management, Inc.
Hilltop Partners, L.P.
45 West 45th Street
New York, New York 10036(4) 14,841 7.62
Directors and executive officers of the Company and
the Bank as a group (10 persons)(2) 48,016 23.66
</TABLE>
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(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 11,026 of which were allocated to accounts of participants.
First Bankers Trust Company, N.A., the trustee of the ESOP, may be deemed
to beneficially own the shares held by the ESOP which have not been
allocated to the accounts of participants. Pursuant to the terms of the
ESOP, participants have the right to direct the voting of shares allocated
to participant accounts.
(2) Includes shares held directly, as well as, jointly with family members, and
shares held in retirement accounts in a fiduciary capacity or by certain
family members, with respect to which shares the listed individuals or
group members may be deemed to have sole voting and investment power. This
amount includes awards of 5,213 shares of restricted stock under the
Company's Management Recognition and Retention Plan ("MRP") to directors
and executive officers and 11,026 shares of Common Stock allocated to
executive officers under the Company's ESOP. The amount reported above also
includes options to purchase 8,250 shares of Common Stock granted to
directors and executive officers under the Company's Stock Option Plan,
which are exercisable within 60 days of the voting record date.
(3) The above information is as reported in a Schedule 13D dated May 1, 1996.
(4) The above information is as reported in a Schedule 13D dated February 18,
1997.
2
<PAGE>
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of seven members.
Directors Parker, Stipe, Beane and Cranford have served in such capacity since
the Company's incorporation in April 1994. Director Cline was appointed to the
Board effective August 1, 1995, Director Arwood was appointed to the Board on
November 21, 1995 and Director Pratt was appointed to the Board effective
February 18, 1997. The Board is divided into three classes, each of which
contains approximately one-third of the Board. Approximately one-third of the
directors is elected annually. Directors of the Company are generally elected to
serve for a three-year period or until their respective successors are elected
and qualified.
The table below sets forth certain information, as of September 16,
1997, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominee and any other
person pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Percent
Director Term to Owned at of
Name Age(1) Position(s) Held in the Company Since(2) Expire September 16, 1997(3) Class
---- ------ ------------------------------- -------- ------ --------------------- -----
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Steven K. Cranford 64 Director 1988 2000 4,364 2.23%
Diana S. Arwood 65 Director 1995 2000 3,488 1.78
Frankie L. Pratt 52 Director and Executive Vice 1997 2000 700 .36
President
DIRECTORS CONTINUING IN OFFICE
Ted C. Parker 75 Chairman of the Board 1973 1999 10,739 5.47
John R. Stipe 66 President, Chief Executive Officer 1986 1999 16,993 8.58
and Director
Billy M. Cline 61 Director 1995 1998 2,429 1.25
John C. Beane, Jr. 71 Director 1981 1998 6,430 3.29
</TABLE>
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(1) At September 16, 1997.
(2) Includes service as a director of the Bank.
(3) Amounts include shares held directly and jointly with family members,
as well as shares which are held in retirement accounts, or held by
certain members of the named individuals' families, or held by trusts
of which the named individual is a trustee or substantial beneficiary,
with respect to which shares the respective directors may be deemed to
have sole or shared voting and/or investment power, grants of stock
restricted under the MRP, as well as stock options exercisable within
60 days of the voting record date. The amount also includes shares of
Common Stock allocated to executive officers of the Company pursuant to
ESOP.
3
<PAGE>
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Steven K. Cranford Mr. Cranford has been a Director of the Company
since its formation and of the Bank since 1988 and is a farmer.
Diana S. Arwood Ms. Arwood has been a Director of the Company and of
the Bank since 1995. Ms. Arwood retired as the Senior Vice President, Chief
Financial Officer and Treasurer of the Bank in 1996 after 10 years in that
position.
Frankie L. Pratt. Mr. Pratt has been a Director of the Company and the
Bank since 1997. Prior to joining the Bank, Mr. Pratt served in various
capacities, including as Senior Vice President and Regional President of an area
bank from 1995 to 1997. This position resulted from a merger and acquisition of
a local bank where he had served as Chairman of the Board, President and CEO
from 1984 to 1995.
Ted C. Parker Mr. Parker is the Chairman of the Board of the Company, a
position he has held since its formation. Mr. Parker has served as Chairman of
the Board of the Bank since 1988 and as President of the Bank from 1981 to 1988.
Mr. Parker originally joined the Bank as a member of the Board in 1973.
John R. Stipe Mr. Stipe is the President of the Company, a position he
has held since its formation. Mr. Stipe is also President of the Bank, a
position he has held since 1988. Mr. Stipe first joined the Bank in 1986 as its
Executive Vice President and Director. Mr. Stipe is responsible for all
transactions of the Company and the Bank and he reports directly to the Board of
Directors.
Billy M. Cline Mr. Cline has been a Director of the Company and the
Bank since August 1, 1995. Mr. Cline is currently the Executive Director of the
Arkansas Board of Registration for Professional Engineers and Land Surveyors, a
position he has held since April, 1989.
John C. Beane, Jr. Dr. Beane has been a Director of the Company since
its formation and the of Bank since 1981 and is a retired optometrist.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors met
13 times in the year ended June 30, 1997. During fiscal 1997, no incumbent
director of the Company attended fewer than 75% of the aggregate of the total
number of Board meetings and the total number of meetings held by the committees
of the Board of Directors on which he served while a member of the Board. The
Company's directors are not paid a fee for serving on the Company's Board. The
Company does not have a standing executive committee.
The Board of Directors of the Company has standing Compensation and
Nominating Committees.
The Compensation Committee is composed of Directors Beane, Cranford and
Cline. This Committee is responsible for administering the Company's Stock
Option Plan and Management Recognition and Retention Plan.
This Committee met twice during the fiscal year ended June 30, 1997.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing to the Secretary of the
Company at least 30 days before the date of the Meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets monthly and may have additional special meetings upon the written request
of the Chairman of the Board or at least three directors. The Board of Directors
met 17 times during the year ended June 30, 1997. During fiscal 1997, no
director of the Bank
4
<PAGE>
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he served while a member of the Board. Directors are paid a
fee of $350 per month for their service on the Board of Directors and members of
the Executive/Loan and Audit committees are paid an additional $200 and $50 per
month, respectively. No additional compensation is paid for service on any other
committees.
The Bank has Executive/Loan, Investment, Asset/Liability and Audit
committees. The Bank does not have a standing Executive Committee.
The Executive/Loan Committee of the Board of Directors generally acts
in lieu of the full Board of Directors between board meetings. The
Executive/Loan Committee also has responsibility for oversight of the Bank's
lending policies and loan requests. The members of this Committee are Chairman
Parker, Director Beane, President Stipe and Executive Vice President Pratt.
During the fiscal year ended June 30, 1997, this committee met 73 times.
The Audit Committee is composed of Directors Cranford, Cline and
Arwood. The Audit Committee generally meets on a monthly basis and is
responsible for reviewing the Bank's accountant's actions and making
recommendations to the Board of Directors with respect to the Bank's independent
auditors. This committee met 14 times during the year ended June 30, 1997.
The Investment Committee meets on an as needed basis to review and
approve investments of the Bank and set investment strategies. The members of
this committee are Chairman Parker, President Stipe, Director Beane and
Executive Vice President Pratt. This committee held six meetings during the year
ended June 30, 1997.
The Asset/Liability Committee meets on an as needed basis to discuss
interest rates offered by the Bank and to review its interest rate risk
position. The current members of the Asset/Liability Committee are Chairman
Parker, President Stipe, Director Beane and Executive Vice President Pratt.
During fiscal 1997, the Committee met 13 times.
Director Compensation
Cash Compensation. The Company's directors do not receive a fee for
serving on the Company's Board of Directors. No fee is paid for membership on
the Company's committees. All present members of the Company's Board of
Directors are also members of the Bank's Board of Directors. All of the Bank's
directors are paid a fee of $350 per month for their service on the Board of
Directors and members of the Executive/Loan and Audit committees are paid an
additional $200 and $50 per month, respectively. No additional compensation is
paid for service on any other committees.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of business other than the Bank.
5
<PAGE>
The following table sets forth information regarding compensation paid
by the Company and the Bank to their Chief Executive Officer for services
rendered during the fiscal year ended June 30, 1997. No executive officer made
in excess of $100,000 (salary plus bonus) during the fiscal year ended June 30,
1997.
<TABLE>
<CAPTION>
Summary Compensation Table
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Loan Term Compensation
Annual Compensation Awards
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Restricted
Fiscal Other Annual Stock Options/ All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Award($) SARs(#) Compensation ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John R. Stipe, President 1997 $77,255 $4,500 --- $ --- --- $12,000(1)
and Chief Executive 1996 $73,575 $4,000 --- $ --- --- $12,000(2)
Officer 1995 $66,767 $4,000 --- $ --- --- $15,370(3)
=================================================================================================================================
</TABLE>
(1) Reflects payments to deferred compensation plan payments of $12,000.
(2) Reflects payments to deferred compensation plan payments of $12,000.
(3) Reflects payments to deferred compensation plan payments of $12,000 as
well as a contribution to the Bank's Simplified Employee Pension Plan
of $3,370.
No stock appreciation rights (SARs) were granted during fiscal 1997.
The following table sets forth information regarding the number and value of
stock options at June 30, 1997 held by the Company's Chief Executive Officer. No
stock options were exercised during fiscal 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
--------------------------------------------------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John R. Stipe N/A N/A 3,438 2,292 $24,410 $16,273(2)
===========================================================================================================================
</TABLE>
(1) Represents an option to purchase Common Stock awarded to Mr. Stipe
under the Stock Option Plan.
(2) Represents the aggregate market value (market price of the common stock
less the exercise price) of the option granted based upon the average
of the bid and ask price of $21.10 per share of the common stock as
reported on September 16, 1997.
Employment Agreement
The Bank entered into employment agreements with John R. Stipe and
Frankie L. Pratt, each for a three year term. The employment agreements provide
for an annual base salary as determined by the Board of Directors, but not less
than Mr. Stipe's current salary of $77,255 nor Mr. Pratt's current salary of
$65,000. Salary increases are reviewed not less often than annually thereafter,
and are subject to the sole discretion of the Board of Directors. The employment
contracts provide for an automatic extension for one additional year upon
authorization by the Board of Directors at the end of each year. The contracts
provide for termination upon the employee's death, for cause or upon certain
events. The employment contracts are by the employees upon 90 days' notice to
the Bank. The employment contracts provide for payment to the employee, in the
event there is a change in control of the Company or the Bank, as defined in
such agreement, where employment terminates involuntarily in connection with
such change in control or within 12 months thereafter, of the remaining salary
payable under the contract, plus a termination payment equal to 299% of the
employee's "base compensation" as defined under Section 280G of the Internal
Revenue Code of 1986,
6
<PAGE>
as amended (the "Code"), provided that total payments under each of the
agreement may not exceed three times the employee's annual salary or an amount
that would cause certain adverse tax consequences to the Bank and the employee
under Section 280G of the Code. Assuming a change in control were to take place
as of June 30, 1997, the aggregate amounts payable to Messrs. Stipe and Pratt
pursuant to this change in control provision would be approximately $230,992 and
$194,350, respectively. The contracts provide, among other things, for
participation in an equitable manner in employee benefits applicable to
executive personnel. This employment contracts may have an "anti-takeover"
effect that could affect a proposed future acquisition of control of the Bank.
Certain Transactions
The Bank, like many financial institutions, has followed a policy of
granting to officers, directors and employees loans secured by the borrower's
residence and consumer loans. All loans to the Bank's officers and directors are
made in the ordinary course of business and on the same terms, including
interest rate and collateral, and conditions as those of comparable transactions
prevailing at the time, and do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to OTS regulations restricting
loans and other transactions with affiliated persons of the Bank. All loans from
the Bank to its directors, executive officers or their affiliates are approved
or ratified by a majority of the independent and disinterested members of the
Bank's Board of Directors. At June 30, 1997, the Bank's loans to directors,
officers, employees and members of their immediate families and affiliates
totaled $911,550 or 17.7% of the Company's stockholders' equity.
Set forth below is certain information as to loans made by the Bank to
each of its directors and executive officers or their affiliates whose aggregate
indebtedness to the Bank exceeded $60,000 at any time since June 30, 1994. Each
of the loans was made in the ordinary course of business and did not involve
more than the normal risk of collectibility. Unless otherwise indicated, all
loans designated as residential loans are first mortgage loans secured by the
borrower's principal place of residence.
<TABLE>
<CAPTION>
Largest Amount
Year of Outstanding Since Balance at
Name and Position Origination Type of Loan June 30, 1996 June 30, 1997
- -------------------------- ----------- ---------------------------- ----------------- -------------
<S> <C> <C> <C> <C>
Ted C. Parker 1985 Residential $ 3,628 $ 1,241
Chairman and Director
1995 Consumer 38,342 35,753
1996 Consumer(1) 22,750 ---
1996 Consumer(1) 28,100 ---
1996 Residential(1) 186,521 184,827
1995 Consumer(1) 9,905 ---
1996 Consumer 14,000 ---
1997 CD Loan 30,000 13,154
1997 Consumer(1) 64,377 64,377
John C. Beane, Jr. 1994 Residential(1) 83,165 82,072
Director
1995 Residential(1) 20,553 19,783
1996 Residential 158,940 158,939
1997 Consumer 9,216 9,216
1997 Consumer 11,500 11,500
1997 Consumer 10,500 10,500
Billy M. Cline 1995 Residential(1) 77,857 77,164
Director 1996 Residential(1) 118,000 117,361
Frankie Pratt 1992 Residential 76,878 72,555
Director, Executive Vice
President
</TABLE>
- --------------
(1) Represents loans made to immediate family members of the above-referenced
directors of the Bank.
7
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1997 all Section
16(a) filing requirements applicable to its officers, directors and greater than
10 percent beneficial owners were complied with.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Frazee, Fox & Dodge, Ltd. to be its auditors for the 1998 fiscal year, subject
to the ratification of the appointment by the Company's stockholders. A
representative of Frazee, Fox & Dodge, Ltd. is expected to attend the Annual
Meeting to respond to appropriate questions and will have an opportunity to make
a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF FRAZEE, FOX & DODGE, LTD. AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1998.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office located at 715
North Washington, Forrest City, Arkansas 72335, no later than May 28, 1998. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Ted C. Parker
Chairman of Board
Forrest City, Arkansas
September 26, 1997
8
<PAGE>
REVOCABLE PROXY
FORREST CITY FINANCIAL CORPORATION
FIRST ANNUAL MEETING OF STOCKHOLDERS
October 28, 1997
The undersigned hereby appoints the Board of Directors of Forrest City
Financial Corporation (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the 1997 Annual Meeting of Stockholders (the "Meeting"), to be held on
October 28, 1997 at the main office of the Company located at 715 North
Washington Street, Forrest City, Arkansas, at 8:30 a.m., Forrest City, Arkansas
time, and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below.
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|__| FOR |__| WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
STEVEN K. CRANFORD DIANA S. ARWOOD FRANKIE L. PRATT
II. The ratification of the appointment of Frazee, Fox & Dodge, Ltd. as
auditors of the Company for the fiscal year ending June 30, 1998.
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|__| FOR |__| AGAINST |__| ABSTAIN
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the 1997 Annual Meeting, a Proxy Statement
dated September 26, 1997 and the Company's Annual Report to Stockholders for the
fiscal year ended June 30, 1997.
Dated:
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SIGNATURE OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER
Please sign exactly as your name(s) appear(s) above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
