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): November 27, 2002
Pocahontas Bancorp, Inc.
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(Exact name of registrant as specified in its 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.)
Registrant's telephone number, including area code: (870) 802-1700
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Pocahontas Bancorp, Inc. (the "Registrant" or "Pocahontas Bancorp") entered
into an Agreement and Plan of Merger (the "Agreement") with Marked Tree
Bancshares, Inc. ("Marked Tree Bancshares") as of November 27, 2002, which
provides, among other things, that (i) Marked Tree Bancshares will be merged
(the "Merger") with and into the Registrant, with the Registrant as the
surviving corporation, (ii) Marked Tree Bank, the bank subsidiary of Marked Tree
Bancshares ("Marked Tree Bank"), will be merged with and into First Community
Bank, the savings bank subsidiary of the Registrant ("FCB") with FCB as the
surviving institution, (iii) each outstanding share of Marked Tree Bancshares
common stock issued and outstanding at the effective time of the Merger will be
converted into shares of common stock of Pocahontas Bancorp in accordance with
an "Exchange Ratio," as described below, and (iv) each share of the Registrant's
common stock issued and outstanding immediately prior to the effective time of
the Merger will remain an outstanding share of common stock of Pocahontas
Bancorp. The directors, executive officers and certain stockholders of Marked
Tree Bancshares have entered into agreements to vote Marked Tree Bancshares
shares owned by them in favor of the Agreement. The Agreement is filed as
Exhibit 2 hereto and is incorporated herein by reference.
Under the Agreement, Marked Tree Bancshares stockholders will receive
Pocahontas Bancorp common stock based on the stated book value per share of
Marked Tree Bancshares divided by the stated book value per share of Pocahontas
Bancorp, calculated as of the last calendar quarter end prior to closing. If the
average per share trading price of Pocahontas Bancorp over a twenty day
measuring period shortly before closing is more than 15% higher or more than 15%
lower than $10.35, the exchange ratio will be decreased by the percentage by
which such average trading price is higher than $10.35, or increased by the
percentage by which such average trading price is lower than $10.35,
respectively.
In connection with the Agreement, Marked Tree Bancshares agreed to pay
Pocahontas Bancorp a termination fee in the amount of $115,000 if, among other
things, the Agreement is terminated by Pocahontas Bancorp following an
acquisition proposal made with respect to Marked Tree Bancshares by a potential
acquirer other than Pocahontas Bancorp.
Consummation of the Merger is subject to certain conditions, including the
approval of stockholders of Marked Tree Bancshares and the receipt of all
required regulatory approvals. The Merger is structured as a tax-free
reorganization. It is expected that the Merger will be completed prior to March
31, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Merger, dated as of November 27,
2002, by and between Pocahontas Bancorp, Inc. and Marked
Tree Bancshares, Inc.
Exhibit 99 Press release dated November 27, 2002.
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: December 3, 2002 By: /s/ Dwayne Powell
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Dwayne Powell
President and Chief Executive Officer