EXHIBIT 99
Pocahontas Bancorp, Inc.
1700 East Highland Drive
Jonesboro, Arkansas 72403
FOR IMMEDIATE RELEASE
CONTACTS:
Dwayne Powell Ritter Arnold
President and Chief Executive Officer President and Chief Executive Officer
Pocahontas Bancorp, Inc. Marked Tree Bancshares, Inc.
TEL: (870) 802-5900 TEL: (870) 358-2600
POCAHONTAS BANCORP, INC. AGREES TO ACQUIRE MARKED TREE BANCSHARES, INC. IN A
MERGER VALUED AT APPROXIMATELY $2.8 MILLION
Jonesboro and Marked Tree, Arkansas. November 27, 2002. Pocahontas
Bancorp, Inc. (Nasdaq NMS: PFSL) ("Pocahontas Bancorp"), the holding company for
First Community Bank, and Marked Tree Bancshares, Inc. ("Marked Tree
Bancshares"), the holding company for Marked Tree Bank, announced today that
they have signed a definitive merger agreement pursuant to which Pocahontas
Bancorp will acquire Marked Tree Bancshares in a stock transaction valued at
approximately $2.8 million. The merger transaction is subject to the approval of
the stockholders of Marked Tree Bancshares and receipt of required regulatory
approvals. Subject to those contingencies, it is expected that the transaction
would be consummated during the first quarter of 2003. The Board of Directors of
each company has unanimously approved the transaction. Due diligence has been
completed.
Dwayne Powell, President and Chief Executive Officer of Pocahontas
Bancorp, stated, "We are very pleased to announce the acquisition of Marked Tree
Bancshares and the expansion of the First Community Bank franchise into the
Marked Tree, Arkansas area. We intend to continue to focus on community
banking." Upon completion of the transaction, Pocahontas Bancorp will have
approximately $647.3 million in assets and will have a total of 22 offices in
Northeast Arkansas.
Ritter Arnold, President and Chief Executive Officer of Marked Tree
Bancshares, stated, "We look forward to becoming a part of the Pocahontas
Bancorp organization. Our customers will benefit from this new relationship with
a bank that has always had our respect and shared our outlook."
Mr. Arnold and Mr. Daniel Hatzenbuehler, officers and directors of
Marked Tree Bank, will serve as directors of First Community Bank after the
merger. Customers of Marked Tree Bank should anticipate no change in the type
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and style of community banking services they have become accustomed to, and
should benefit from an expanded menu of banking services.
The transaction is structured as a tax free reorganization whereby
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. Upon consummation of the transaction, Marked
Tree Bank will be merged with and into First Community Bank. No banking offices
of Marked Tree Bank will be closed or relocated in connection with the merger.
All current employees of Marked Tree Bank will be retained as employees of First
Community Bank.
Pocahontas Bancorp is the holding company for First Community Bank, a
federal savings bank. First Community Bank is headquartered in Jonesboro,
Arkansas, and operates 21 full-service banking offices in Northeast Arkansas. At
September 30, 2002, Pocahontas Bancorp had total assets of $617.0 million, total
deposits of $520.0 million and stockholders' equity of $46.7 million.
Marked Tree Bancshares is the holding company for Marked Tree Bank, an
Arkansas bank. Marked Tree Bank is headquartered in Marked Tree, Arkansas, and
operates one full-service banking office. At September 30, 2002, Marked Tree
Bancshares had total assets of $30.3 million, total deposits of $26.4 million
and stockholders' equity of $2.8 million.
This news release contains certain forward-looking statements about the
proposed merger of Pocahontas Bancorp and Marked Tree Bancshares. These
statements include statements regarding the anticipated closing date of the
transaction. Forward-looking statements can be identified by the fact that they
include words like "believe," "expect," "anticipate," "estimate," and "intend"
or future or conditional verbs such as "will," "would," "should," "could," or
"may." Certain factors that could cause actual results to differ materially from
expected include delays in completing the merger, changes in the interest rate
environment, changes in general economic conditions, legislative and regulatory
changes that adversely affect the businesses in which Pocahontas Bancorp and
Marked Tree Bancshares are engaged, changes in the securities markets, and other
factors.
The proposed merger will be submitted to the stockholders of Marked
Tree Bancshares for their consideration and approval. Pocahontas Bancorp will
file a registration statement and other related documents, including a proxy
statement/prospectus, with the Securities and Exchange Commission concerning the
proposed merger. Marked Tree Bancshares' stockholders are urged to read the
registration statement regarding the merger transaction referred to in this
press release, when it becomes available, because it will contain important
information. A free copy of the registration statement (when it is available)
and other documents filed by Pocahontas Bancorp with the Commission will be
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available at the Commission's website at www.sec.gov. The registration statement
may also be obtained for free from Pocahontas Bancorp by directing a request to:
Pocahontas Bancorp, Inc., 1700 East Highland Drive, Jonesboro, Arkansas 72403,
Attention: Dwayne Powell, President and Chief Executive Officer; Telephone:
870-802-5934. Marked Tree Bancshares and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Marked Tree Bancshares in favor of the proposed merger.
Information about Marked Tree Bancshares directors and executive officers and
their ownership of Marked Tree Bancshares capital stock may be obtained by
reading the proxy statement/prospectus regarding the merger when it becomes
available. This press release does not constitute an offer of any securities for
sale. Any offer will be made only by the proxy statement/prospectus.
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