SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2001
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POCAHONTAS BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23969 71-0806097
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
203 West Broadway, Pocahontas, Arkansas 72455
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 892-4595
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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On May 15, 2001, Pocahontas Bancorp, Inc. (the "Company") completed
its acquisition of Walden / Smith Financial Group, Inc. ("Walden") and its
wholly-owned bank subsidiary, First Community Bank. As part of the acquisition,
Walden's stockholders received an aggregate of $27.4 million for all of the
issued and outstanding common stock of Walden. The transaction was accounted for
using the purchase method.
In connection with the acquisition, the Company's savings bank
subsidiary, Pocahontas Federal Savings and Loan Association, changed its name to
First Community Bank. In addition, the Company will move its corporate
headquarters to Jonesboro, Arkansas within the next several months to enhance
its presence in that market.
The Company also announced the retirement of James A. Edington, its
President and Chief Executive Officer, effective September 30, 2001. He will be
succeeded by Dwayne Powell, the Company's Chief Financial Officer. In addition,
the Company announced that two of its directors will retire from the Board of
Directors effective June 30, 2001. The Company expects to replace these
directors.
The charge-off of excess facilities in the Pocahontas, Arkansas area
and the funding of retirement and severance agreements associated with the move
of the corporate headquarters to Jonesboro, Arkansas will result in an after-tax
restructuring charge in the range of $2.1 million, or $0.47 per share. The
restructuring charge is expected to be taken in the third quarter of fiscal
2001.
For further information, see the press release included as Exhibit 99
to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The financial statements and pro forma information required to be
filed by this Item are not available at this time. Such information will be
filed as an amendment to this Current Report on Form 8-K when the information
becomes available; however, in no event will such information be filed any later
than 60 days from the last date on which this Form 8-K was required to be filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
POCAHONTAS BANCORP, INC.
DATE: May 29, 2001 By: \s\ James A. Edington
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James A. Edington
President and Chief Executive Officer
EXHIBIT INDEX
The following exhibit is filed as part of this report:
Exhibit 99 - Press Release of Pocahontas Bancorp, Inc.