U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Exchange Act
For the transition period from ______ to ______
Commission file number: 0-23525
NORTH ARKANSAS BANCSHARES, INC.
-------------------------------
(Exact Name of Small Business Issuer
as Specified in its Charter)
Tennessee 71-0800742
--------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 Olivia Drive, Newport, Arkansas 72112
-----------------------------------------
(Address of Principal Executive Offices)
(870) 523-3611
--------------
Registrant's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the pre-
ceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
As of February 3, 2000, the issuer had 317,070 shares of
Common Stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
CONTENTS
PART I. FINANCIAL INFORMATION
- -----------------------------
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as
of December 31, 1999 (unaudited) and
June 30, 1999. . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the Three
and Six Months Ended December 31, 1999 and 1998
(unaudited). . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the
Six Months Ended December 31, 1999 and 1998
(unaudited). . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . .13
Item 2. Changes in Securities and Use of Proceeds. . . . . . .13
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . .13
Item 4. Submissions of Matters to a Vote of Security Holders .13
Item 5. Other Information. . . . . . . . . . . . . . . . . . .13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . .13
SIGNATURES
This Form 10-QSB contains forward-looking statements consisting
of estimates or predictions concerning future operations with
respect to the financial condition, results of operations and
other business of North Arkansas Bancshares, Inc. that are
subject to various factors which could cause actual results to
differ materially from those estimates. Such statements are
based on management's beliefs or interpretations of information
currently available. Factors which could influence the
estimates include changes in the national, regional and local
market conditions, legislative and regulatory conditions and an
adverse interest rate environment.
2
PART I - FINANCIAL INFORMATION
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Financial Condition
December 31, 1999 and June 30, 1999
December 31, June 30,
1999 1999
------------- ----------
(Audited)
Assets
------
Cash and amounts due from banks, includes interest
bearing deposits of $1,286,046 and $83,814 at
December 31, 1999 and June 30, 1999,
respectively $ 1,769,842 $ 307,907
Certificates of deposit with other financial
institutions 1,398,000 1,698,000
Investment securities held-to-maturity, at cost 13,272,833 14,042,074
Loans receivable, net 28,712,539 29,539,448
Real estate owned, net 378,560 378,560
Office properties and equipment, net 1,388,816 1,412,301
Accrued interest receivable 347,735 330,729
Other assets 192,031 253,078
----------- -----------
Total assets $47,460,356 $47,962,097
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Deposits $33,979,974 $34,679,628
Federal Home Loan Bank advances 8,290,691 8,089,501
Other liabilities 141,656 249,961
----------- -----------
Total liabilities 42,412,321 43,019,090
----------- -----------
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, $0.01 par value per share,
3,000,000 shares authorized, no shares issued
or outstanding $ -- $ --
Common stock, $0.01 par value per share 9,000,000
shares authorized, 333,270 shares issued and
outstanding at December 31, 1999 and June
30, 1999, respectively 3,333 3,333
Unearned MRP shares (22,735) (22,735)
Additional paid-in capital 2,907,754 2,907,754
Retained Earnings - substantially restricted 2,396,675 2,291,647
Unearned ESOP shares (236,992) (236,992)
----------- -----------
Total stockholders' equity 5,048,035 4,943,007
----------- -----------
Total liabilities and stockholders'
equity $47,460,356 $47,962,097
=========== ===========
See accompanying notes to consolidated financial statements.
3
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Operations
For the Three and Six Months Ended December 31, 1999 and 1998
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------------- -------------------
1999 1998 1999 1998
----- ------ ------ ------
Interest income:
Loans receivable $553,855 $516,046 $1,124,433 $1,039,395
Deposits in other financial
institutions 24,814 29,125 49,996 90,314
Mortgage-backed securities 161,768 204,045 329,662 353,666
Investment securities 51,865 43,798 103,398 81,186
-------- -------- ---------- ----------
Total interest income 792,302 793,014 1,607,489 1,564,561
-------- -------- ---------- ----------
Interest expense:
Deposits 391,678 429,298 797,141 854,615
Federal Home Loan advances 115,307 99,126 226,005 165,432
-------- -------- ---------- ----------
Total interest expense 506,985 528,424 1,023,146 1,020,047
-------- -------- ---------- ----------
Net interest income 285,317 264,590 584,343 544,514
Provision for loan losses 2,000 5,887 7,920 5,887
-------- -------- ---------- ----------
Net interest income after provision 283,317 258,703 576,423 538,627
Non-interest income - other 32,840 77,246 67,967 118,186
-------- -------- ---------- ----------
Non-interest expenses:
Salaries and employee benefits 112,484 112,287 223,026 223,478
Contribution Expense-ESOP 7,404 7,404 14,808 14,808
Legal and professional fees 26,636 19,112 39,640 29,887
Data processing fees 32,206 33,001 63,590 62,593
Federal insurance expense 7,853 7,853 17,821 15,707
Furniture and equipment expense 11,526 8,349 23,399 16,700
Occupancy expense 18,848 20,114 39,943 41,466
Other 38,313 63,686 75,737 100,130
-------- -------- ---------- ----------
255,270 271,806 497,964 504,769
-------- -------- ---------- ----------
Net income before income
taxes 60,887 64,143 146,426 152,044
Income tax expense 18,000 21,800 41,400 51,700
-------- -------- ---------- ----------
Net income $ 42,887 $ 42,343 $ 105,026 $ 100,344
======== ======== ========== ==========
Earnings per share (Note 3):
Basic and diluted $ .14 $ .12 $ .34 $ .29
Weighted average shares outstanding 307,405 343,638 307,405 343,638
See accompanying notes to consolidated financial statements.
4
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1999 and 1998
(Unaudited)
Six Months Ended
December 31,
---------------------
1999 1998
------ ------
Cash flow from operating activities:
Net income $ 105,026 $ 100,344
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation and Amortization 30,921 33,537
Provision for loan loss 7,920 5,887
Gain on sale of building - (25,221)
Writedown of land - 25,221
FHLB stock dividends (12,300) (10,015)
Net premium amortization on investments 17,198 15,699
Decrease in interest receivable (17,006) 17,596
Decrease in other assets 58,562 128,858
Decrease in other liabilities (108,305) (7,129)
---------- -----------
Net cash provided by operating
activities 82,016 284,777
---------- -----------
Cash flow from investing activities:
Purchase of held to maturity ("HTM") securities - (5,637,078)
Proceeds from maturities/principal repayments
of HTM securities 764,343 3,133,111
Net decrease in loans receivable 818,990 319,030
Net decrease in certificates of deposit
with other financial institutions 300,000 291,000
(Purchase) sale of office properties and equipment (4,950) 90,416
---------- -----------
Net cash provided (used) by investing
activities 1,878,383 (1,803,521)
---------- -----------
Cash flows from financing activities:
Net increase (decrease) in deposits (699,654) 648,017
Net increase in Federal Home Loan Bank
advances 201,190 2,915,883
---------- -----------
Net cash provided (used) by financing
activities (498,464) 3,563,900
---------- -----------
Net increase in cash and amounts due from banks 1,461,935 2,045,156
Cash and amounts due from banks at beginning of period 307,907 2,094,104
---------- -----------
Cash and amounts due from banks at end of period $1,769,842 $ 4,139,260
========== ===========
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:
Cash paid during the period:
Interest on deposits 762,823 931,359
Income taxes 19,353 9,000
See accompanying notes to consolidated financial statements.
5
NORTH ARKANSAS BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
NOTE 1 - NORTH ARKANSAS BANCSHARES, INC.
North Arkansas Bancshares, Inc. (the "Company") was incorporated
under the laws of the State of Tennessee for the purpose of
becoming the holding company of Newport Federal Savings Bank
(the "Bank") in connection with the Bank's conversion from a
federally chartered mutual savings bank to a federally chartered
capital stock savings bank. On November 12, 1997, the Company
commenced a subscription offering of its shares in connection
with the Bank's conversion. The Company's offering and the
Bank's conversion closed on December 18, 1997. A total of
370,300 shares were sold at $10.00 per share.
NOTE 2 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying unaudited financial statements (except for the
statement of financial condition at June 30, 1999, which is
audited) have been prepared in accordance with generally
accepted accounting principles for interim financial statements
and with the instructions to Form 10-QSB. Accordingly, they do
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments,
consisting of normal recurring accruals, necessary to present
fairly the financial position, results of operations, and cash
flows for the interim periods presented have been included. The
financial statements of the Company are presented on a
consolidated basis with those of the Bank. The account balances
include only the accounts and operations of the Bank prior to
December 18, 1997. The results of operations for the six
months ended December 31, 1999 are not necessarily
indicative of the results expected for the full year.
NOTE 3 - EARNINGS PER SHARE
Earnings per share have been calculated in accordance with
Financial Accounting Standards Board Statement No.128, "Earnings
Per Share," and Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans." For purposes of
this computation, the number of shares of common stock purchased
by the employee stock ownership plan (the "ESOP") which have not
been allocated to participant's accounts are not assumed to be
outstanding. As of December 31, 1999, 5,924 of the 29,624
shares of common stock held by the ESOP had been allocated to
participants' accounts. The weighted average number of shares
used for basic and diluted earnings per share for the three and
six months ended December 31, 1999 was 307,405.
NOTE 4 - PLAN OF CONVERSION
On May 29, 1997, the Bank's Board of Directors formally approved
a plan ("Plan") to convert from a federally chartered mutual
savings bank to a federally chartered stock savings bank subject
to approval by the Bank's members and the Office of Thrift
Supervision. The Plan called for the common stock of the Bank
to be purchased by the Company and the common stock of the
Company to be offered to various parties in a subscription
offering at a price based upon an independent appraisal of the
6
Bank. All requisite approvals were obtained and the conversion
and the Company's offering were consummated effective December
18, 1997.
Upon consummation of the conversion, the Bank established a
liquidation account in an amount equal to its retained earnings
as reflected in the latest statement of financial condition used
in the final conversion prospectus. The liquidation account
will be maintained for the benefit of certain depositors of the
Bank who continue to maintain their deposit accounts in the Bank
after conversion. In the event of a complete liquidation of the
Bank, such depositors will be entitled to receive a distribution
from the liquidation account before any liquidation may be made
with respect to the common stock.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1999 AND JUNE
30, 1999
The Company's total assets at December 31, 1999 were $47.5
million, a marginal decrease of $502,000, or 1.05%, from June
30, 1999's level of $48.0 million. The decrease in assets was
due primarily to an $827,000, or 2.80%, decrease in net loans
receivable, a $769,000, or 5.48%, decrease in investment
securities classified as held-to-maturity and a $300,000, or
17.67%, decrease in certificates of deposit with other financial
institutions. These decreases were partially offset by a $1.5
million, or 474.80%, increase in cash and cash equivalents.
This increase in cash and cash equivalents was primarily the
result of management's liquidity planning process for
potential cash needs by the Bank's deposit customers
related to the Year 2000.
Unusual market responses to the century date change could
lead to a perceived need for extra liquidity by the Bank's
customers during the century date change period. In an
effort to be prepared for this possible situation, management is
proactively managing the liquidity needs of the Bank to
ensure that no interruption in service to its customers is
realized. Management believes it is essential to maintain the
highest degree of confidence in the Bank and the Bank's ability
to meet its customer's demands. The Company is pleased to
report that it experienced no processing problems as a result of
the date change nor did it experience higher than normal cash
withdrawals.
Net loans at December 31, 1999 amounted to $28.7 million, a
decrease of $827,000, or 2.80%, from $29.5 million at June 30,
1999. The decrease was attributable to slower than normal loan
originations coupled with several large loan payoffs. During
the six months ended December 31, 1999, the Bank originated $2.7
million in new loans consisting of $2.0 million in one-to four-
family mortgage loans and $703,000 in consumer loans.
Total deposits at December 31, 1999 were $34.0 million, a
decrease of $700,000 from June 30, 1999's level of $34.7
million. The decrease was primarily attributable to a decrease
in certificate of deposit accounts. The Bank has not attempted
to match its certificate rates with those offered by some local
competitors. Deposits in checking and other transactional
accounts increased during the period. Federal Home Loan Bank
advances at December 31, 1999 totaled $8.3 million, up from $8.1
million at June 30, 1999 with the increase used to finance the
extra liquidity in anticipation of any year 2000 problems.
Subsequent to December 31, 1999, $1.0 million of these advances
were paid. Total stockholders' equity at December 31, 1999
amounted to $5.0 million, an increase of $105,000 from $4.9
million at June 30, 1999 due to the retention of earnings from
the period.
8
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
DECEMBER 31, 1999 AND 1998
Net income for the three months ended December 31, 1999 was
$43,000 as compared to net income of $42,000 for the three month
period ended December 31, 1998, for an increase of $1,000 or
1.28%. The increase was primarily attributable to an increase
in net interest income and a reduction in non-interest expenses
and provision for loan losses, offset by a decreased level of
non-interest income. For the six months ended December 31, 1999,
net income amounted to $105,000, an increase of $5,000 or 4.67%
from net income for the first half of fiscal year 1999 of
$100,000. The increased level of income for the first half of
fiscal year 2000 as compared to fiscal year 1999 was primarily
due to growth in total interest income and, to a lesser extent,
a reduction in non-interest expense and the provision for income
taxes, partially offset by a decreased level of non-interest
income.
Net interest income during the three months ended December
31, 1999 increased by $21,000 as compared to the same period in
1998 due mainly to a $38,000 decrease in interest expense on
deposit accounts. During the three months ended December 31,
1999, the Bank experienced a decrease in total deposits which
was attributable to a decrease in certificate of deposit
accounts. The Bank has not attempted to match certificate rates
offered by some competitors and has experienced an outflow in
these types of accounts. Deposits in checking and other
transactional accounts increased during the period however.
Interest expense on these types of deposit accounts is lower
than with certificate of deposit accounts. Total interest
expense decreased by $21,000 to $507,000 for the three months
ended December 31, 1999 as compared to $528,000 for the three
months ended December 31, 1998. Total interest income was
comparable for the periods decreasing marginally by $1,000 to
$792,000 for the three months ended December 31, 1999 as
compared to $793,000 for the three months ended December 31,
1998.
For the six months ended December 31, 1999, net interest
income amounted to $585,000 as compared to $545,000 for the six
months ended December 31, 1998 with the increase attributable to
an increase in interest on loans, offset by a decrease in
interest on investment and mortgage-backed securities. Total
interest income for the first half of fiscal 2000 totaled $1.6
million, an increase of $43,000 as compared to the same period
in fiscal year 1999. Total interest expense was comparable for
the periods increasing by $3,000 in the current period to $1.0
million. Interest on FHLB advances accounted for a larger
percentage of total interest expense for the first half of
fiscal year 2000 as compared to the prior year due to the
combined effects of a reduction in total deposits and an
increased usage of FHLB advances for short term funding
requirements.
9
A provision for loan losses is charged to earnings to bring
the total allowance for loan losses to a level considered
appropriate by management based on historical experience, the
volume and type of lending conducted by the Bank, the status of
past due principal and interest payments, general economic
conditions, particularly as such conditions relate to the Bank's
market area and other factors related to the collectibility of
the Bank's loan portfolio. As a result of such analysis, in
particular, the level of charge-offs during the quarter,
management recorded a $2,000 provision for loan losses during
the three months ended December 31, 1999 as compared to a $6,000
provision for the same period in 1998. During the three months
ended December 31, 1999, charge-offs totaled $4,000. For the
six months ended December 31, 1999, a provision for loan losses
of $8,000 was made as compared to $6,000 for the six months
ended December 31, 1998. While management believes that the
total allowance for loans losses is adequate, there can be no
assurance that the allowance for loan losses will be adequate to
cover losses on nonperforming assets in the future.
Non-interest income which consists mainly of deposit and
loan fees amounted to $33,000 for the three months ended
December 31, 1999 as compared to $77,000 for the three months
ended December 31, 1998. Included within non-interest income
during the three months ended December 31, 1998 was a gain of
$25,000 resulting from the sale during the period of a piece of
property that had formerly been the Bank's main office. No such
gain was recognized during the three months ended December 31,
1999. Non-interest income for the six months ended December 31,
1999 amounted to $68,000, a decrease of $50,000 from the same
period in 1998 with the decrease primarily due to the
aforementioned gain on the sale of real estate. During the 1998
period the Bank also received a $9,000 cash distribution
relating to a piece of real estate owned in which the Bank has
an interest. No similar distribution was received during 1999.
Total non-interest expense decreased by $17,000 for the
three months ended December 31, 1999 to $255,000 from $272,000
for the three months ended December 31, 1998 due primarily to a
reduction in other non-interest expenses. Other non-interest
expenses amounted to $38,000 for the three months ended December
31, 1999 as compared to $64,000 for the three months ended
December 31, 1998 for a decrease of $25,000. The 1998 period
included a $25,000 write-down in the carrying value of a piece
of property that was adjacent to the Bank's former main office.
The former office property was sold during the period although
the adjacent property remained an asset of the Bank. Due to the
sale of the office property, it was determined that the value of
the remaining property had declined. For the six months ended
December 31, 1999, non-interest expenses totaled $498,000, as
compared to $505,000 for the six months ended December 31, 1998,
a decrease of $7,000. The decrease was attributable to the
absence of the aforementioned writedown, partially offset by an
increase in legal and professional fees during the first half of
fiscal year 2000 as compared to the prior year.
The Company's income tax expense for the three months ended
December 31, 1999 amounted to $18,000. During the same period
in 1998, a provision for income tax expense of $22,000 was made.
For the six months ended December 31, 1999, a provision for
income taxes of $41,000 was made as compared to $52,000 for the
same period in 1998. The decreased provisions in the 1999
periods were due to decreased levels of pre-tax income,
composition of the income base, the amount of tax-exempt income
and non-deductible expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Bank is required to maintain minimum levels of liquid
assets as defined by OTS regulations. This requirement, which
varies from time to time depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and
short-term borrowings. The required ratio at December 31, 1999
was 4%. For the month ended December 31, 1999 the Bank was in
compliance. As a result of the conversion, the Bank's liquidity
has increased due to the additional funds it received.
10
The Bank's primary sources of funds are deposits,
repayment of loans and mortgage-backed securities, maturities of
investments and interest-bearing deposits, funds provided from
operations and advances from the FHLB of Dallas. While
scheduled repayments of loans and mortgage-backed securities and
maturities of investment securities are predictable sources of
funds, deposit flows and loan prepayments are greatly influenced
by the general level of interest rates, economic conditions and
competition. The Bank uses its liquidity resources principally
to fund existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to
invest in other interest-earning assets, to maintain liquidity,
and to meet operating expenses.
At December 31, 1999, the Bank was in compliance with
all applicable regulatory capital requirements with total core
and tangible capital of $4.2 million (8.95% of adjusted total
assets) and total risk-based capital of $4.3 million (20.42% of
risk-weighted assets).
YEAR 2000 READINESS DISCLOSURE
The Bank is pleased to report that it did not experience
any processing problems as a result of the century date change.
The Bank estimates that its total expenses associated with the
year 2000 issue did not exceed $10,000.
11
FINANCIAL MODERNIZATION
On November 12, 1999, President Clinton signed into law
legislation which could have a far-reaching impact on the
financial services industry. The Gramm-Leach-Bliley ("G-L-B")
Act authorizes affiliations between banking, securities and
insurance firms and authorizes bank holding companies and
national banks to engage in a variety of new financial
activities. Among the new activities that will be permitted to
bank holding companies are securities and insurance brokerage,
securities underwriting, insurance underwriting and merchant
banking. The Federal Reserve Board, in consultation with the
Department of Treasury, may approve additional financial
activities. National bank subsidiaries will be permitted to
engage in similar financial activities but only on an agency
basis unless they are one of the 50 largest banks in the
country. National bank subsidiaries will be prohibited from
insurance underwriting, real estate development and merchant
banking. The G-L-B Act, however, prohibits future affiliations
between existing unitary savings and loan holding companies,
like the Company, and firms which are engaged in commercial
activities and prohibits the formation of new unitary holding
companies.
The G-L-B Act imposes new requirements on financial
institutions with respect to customer privacy. The G-L-B Act
generally prohibits disclosure of customer information to non-
affiliated third parties unless the customer has been given the
opportunity to object and has not objected to such disclosure.
Financial institutions are further required to disclose their
privacy policies to customers annually. Financial institutions,
however, will be required to comply with state law if it is more
protective of customer privacy than the G-L-B Act. The G-L-B Act
directs the federal banking agencies, the National Credit Union
Administration, the Secretary of the Treasury, the Securities
and Exchange Commission and the Federal Trade Commission, after
consultation with the National Association of Insurance
Commissioners, to promulgate implementing regulations within six
months of enactment. The privacy provisions will become
effective six months thereafter.
The G-L-B Act contains significant revisions to the Federal
Home Loan Bank System. The G-L-B Act imposes new capital
requirements on the Federal Home Loan Banks and authorizes them
to issue two classes of stock with differing dividend rates and
redemption requirements. The G-L-B Act deletes the current
requirement that the Federal Home Loan Banks annually contribute
$300 million to pay interest on certain government obligations
in favor of a 20% of net earnings formula. The G-L-B Act
expands the permissible uses of Federal Home Loan Bank advances
by community financial institutions (under $500 million in
assets) to include funding loans to small businesses, small
farms and small agri-businesses. The G-L-B Act makes membership
in the Federal Home Loan Bank voluntary for federal savings
associations.
The G-L-B Act contains a variety of other provisions
including a prohibition against ATM surcharges unless the
customer has first been provided notice of the imposition and
amount of the fee. The G-L-B Act reduces the frequency of
Community Reinvestment Act examinations for smaller institutions
and imposes certain reporting requirements on depository
institutions that make payments to non-governmental entities in
connection with the Community Reinvestment Act. The G-L-B Act
eliminates the SAIF special reserve and authorizes a federal
savings association that converts to a national or state bank
charter to continue to use the term "federal" in its name and to
retain any interstate branches.
The Company is unable to predict the impact of the G-L-B
Act on its operations at this time. Although the G-L-B Act
reduces the range of companies with which the Company may
affiliate, it may facilitate affiliations with companies in the
financial services industry.
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On October 29, 1999, the Registrant held its Annual
Meeting
of Stockholders for the purpose of electing two
directors.
The results of the voting at the Annual Meeting were
as
follows:
Proposal I - Election of Directors
NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES
- ------- --------- -------------- ----------------
O. E. Guinn, Jr. 252,985 36,395 43,890
Kaneaster Hodges, Jr. 252,885 36,495 43,890
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule (EDGAR only)
(b) Reports on Form 8-K.
None
13
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
NORTH ARKANSAS BANCSHARES, INC.
Date: February 14, 2000 By: /s/ Brad Snider
--------------------------------
Brad Snider
President, Chief Executive
Officer and Treasurer
(Duly Authorized and Principal
Financial Officer)