UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Exchange Act of 1934
Date of Report (Date of earliest event reported) March 22, 1999
SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas 0-6253 71-0407808
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification No.)
501 Main Street, Pine Bluff, Arkansas 71601
(Address of principal executive offices) (Zip Code)
(870)541-1000
(Registrant's telephone number, including area code)
ITEM: 5
The following is the text of a press release issued by the registrant at
4:48 P.M. Central Standard Time on March 22, 1999.
For Release: Monday, March 22, 1999
SIMMONS FIRST ANNOUNCES ACQUISITION IN EL DORADO, ARKANSAS
Pine Bluff, AR - J. Thomas May, Chairman, President and Chief Executive
Officer of Simmons First National Corporation (SFNC) and John F. Dews, President
and Chief Executive Officer of NBC Bank Corp. (NBC), announce the execution of a
definitive agreement under the terms of which NBC will be merged into Simmons
First National Corporation. The proposed transaction is subject to the approval
of the stockholders of NBC who will receive 785,000 shares, which is 4.1638
shares of SFNC stock in exchange for each NBC share.
Commenting on the proposed merger, Mr. May stated, "We are excited
about having National Bank of Commerce (NBC) as a member of the Simmons First
family. We are committed to growth within Arkansas and offering the Simmons
First philosophy of community banking throughout the state. NBC will continue to
be a separate community bank with the same board of directors, management and
staff. This partnership allows us to fill a geographical void that we currently
have in our efforts to establish a network of community banks throughout
Arkansas. The board of directors, John Dews and their team, have done an
excellent job of serving El Dorado and we are pleased that they will continue
that leadership as a part of the Simmons First team. El Dorado is my hometown
and I'm excited about prospects that come from this partnership."
John F. Dews, President and Chief Executive officer of NBC, Bank Corp.
said, "We are pleased with the advantages and opportunities this affiliation
brings to our customers, our employees, our shareholders, and our community. NBC
customers will continue to receive personal service from the staff they know,
while benefiting from expanded products and services made available through our
partnership with Simmons First. In addition, our stockholders will be afforded a
broader based investment opportunity and a security listed and traded on a
national stock exchange as Simmons First stockholders."
Approximately $990,000 in restructuring and merger related costs are
anticipated in connection with the transaction. SFNC anticipates the transaction
will be accretive to earnings during 2000.
The transaction is subject to regulatory approval from the Board of
Governors of the Federal Reserve System and the Office of the Comptroller of the
Currency. The regulatory applications are expected to be filed within 30 days
and the approval of shareholders of NBC will be sought in the second quarter of
1999. The transaction is expected to close during the third quarter of 1999. The
transaction is subject to certain conditions relating to the economic and market
performance of the parties prior to consummation.
NBC Bank Corp. owns National Bank of Commerce, El Dorado, Arkansas with
consolidated assets of approximately $147 million.
SFNC presently owns eight banks in Arkansas, and conducts banking
operations from 47 offices in 26 communities, with consolidated assets of $1.5
billion.
# # # # #
FOR MORE INFORMATION CONTACT:
J. Thomas May
Chairman, President and Chief Executive Officer
Simmons First National Corporation
(870) 541-1103
John F. Dews
President and Chief Executive Officer
NBC Bank Corp.
(870) 881-5110