-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OTTI6ZAC2/0skLcssGkMC21KhEn2jXLDvxrRlmMnWp6Vl6YsXiuviYwH5DrrGZgM 7IP5mNK9r+DAZ4pA72Z0Ig== 0000909334-98-000100.txt : 19981218 0000909334-98-000100.hdr.sgml : 19981218 ACCESSION NUMBER: 0000909334-98-000100 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981217 GROUP MEMBERS: HIATT JOE S GROUP MEMBERS: MARGIE L. HIATT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMMONS FIRST NATIONAL CORP CENTRAL INDEX KEY: 0000090498 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 710407808 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-38793 FILM NUMBER: 98771276 BUSINESS ADDRESS: STREET 1: 501 MAIN STREET STREET 2: C/O SIMMONS FIRST NATIONAL CORP CITY: PINE BLUFF STATE: AR ZIP: 71601 BUSINESS PHONE: 5015411000 MAIL ADDRESS: STREET 1: 501 MAIN STREET STREET 2: C/O SIMMONS FIRST NATIONAL CORP CITY: PINE BLUFF STATE: AR ZIP: 71601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIATT JOE S CENTRAL INDEX KEY: 0001075391 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 430443022 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P.O. BOX 267 CITY: CHARLESTON STATE: AR ZIP: 72933 BUSINESS PHONE: 5019652500 MAIL ADDRESS: STREET 1: P.O. BOX 267 CITY: CHARLESTON STATE: AR ZIP: 72933 SC 13D 1 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). 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 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 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 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 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING 1 Joe S. Hiatt Affiliate Letter Filed herewith electronically 2 Margie Hiatt Affiliate Letter Filed herewith electronically
EX-1 2 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 EX-2 3 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 -----END PRIVACY-ENHANCED MESSAGE-----