Exhibit 99 (b)
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
NBC Bank Corp., El Dorado, Arkansas, a bank holding company ("NBC Corp.").
Pursuant to the merger (the "Merger") of NBC Corp. with and into Simmons First
National Corporation ("Simmons"), I will acquire _________ 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. 333-76921("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
NBC Corp. 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 NBC Corp. 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 NBC Corp. common stock to secure any
obligation during such period (other than the continuation of any pledge
existing as of the date hereof).
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 NBC Corp.
2. I have been informed by Simmons that any distribution by me of the
Shares 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 Ano-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 [date 2 years after
merger closing]."
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 NBC Corp. common stock or Shares of Simmons.
Sincerely,