SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 1999
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 Number) (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 5. Other Events.
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This report amends the report on Form 8-K filed on March 2, 1999.
On March 2, 1999, Pocahontas Bancorp, Inc. (the "Registrant") announced the
retirement of Skip Martin, President and Chief Executive Officer, effective
April 30, 1999. Mr. Martin will continue to serve on the Board of Directors of
the Registrant and its savings association subsidiary, Pocahontas Federal
Savings and Loan Association (the "Bank"). The Board of Directors appointed
James A. Edington, currently Executive Vice President of the Company, to succeed
Mr. Martin as President and Chief Executive Officer.
In connection with Mr. Martin's retirement, the Company, the Bank and Mr.
Martin entered into an Employment Separation Agreement and Release (the
"Agreement"). The Agreement provides, among other things, for the payment by the
Company to Mr. Martin of $2.75 million, in installments of not less than
$150,000 annually, with the entire unpaid amount due upon Mr. Martin's death.
The Agreement provides that Mr. Martin will be entitled to an additional payout
equal to $550,000 should there be a change in control of the Company or the Bank
on or before April 30, 2003.
Pursuant to the Agreement, Mr. Martin forfeits all shares of restricted
stock awarded to him under the Company's current Recognition and Retention Plan
and foregoes any additional benefits accruals or contributions under the
Company's Restated Supplemental Executive Retirement Agreement. Pursuant to the
Agreement, Mr. Martin's employment agreement will be terminated (except for
certain specified provisions) and no further payouts under the Employment
Agreement will be due to him.
The Company has estimated that the provisions of the Agreement will result
in an approximate $1.8 million charge to the earnings of the Company, or $.30
per share, which the Company anticipates will be reflected in the Company's
earnings for the quarter ending March 31, 1999.
The foregoing discussion is qualified in its entirety by the Agreement, a
full copy of which is included as Exhibit 99.2 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following Exhibit is filed as part of this report:
Exhibit 99.1 Employment Separation Agreement and Release
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: March 24, 1999 By: /s/ James A. Edington
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James A. Edington
Executive Vice President
EXHIBIT INDEX
The following Exhibit is filed as part of this report:
Exhibit 99.1 Employment Separation Agreement and Release
EXHIBIT 99.1
EMPLOYMENT SEPARATION AGREEMENT AND RELEASE