-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KC2XHhoimSuIssV9o3Bet87ArnHyS5qhIqg8zsYTyoKr09p8LwPRXoeCcSKTSioL Fy6Ycx6uFA86SCNTCyDKyA== 0000904280-99-000101.txt : 19990217 0000904280-99-000101.hdr.sgml : 19990217 ACCESSION NUMBER: 0000904280-99-000101 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: JOHN MINOR GROUP MEMBERS: KANEASTER HODGES, JR. GROUP MEMBERS: NORTH ARKANSAS BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN GROUP MEMBERS: NORTH ARKANSAS BANCSHARES, INC. GRANTOR TRUST GROUP MEMBERS: O.E. GUINN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH ARKANSAS BANCSHARES INC CENTRAL INDEX KEY: 0001045950 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 710800742 STATE OF INCORPORATION: TN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-52193 FILM NUMBER: 99541390 BUSINESS ADDRESS: STREET 1: 200 OLIVIA DR CITY: NEWPORT STATE: AR ZIP: 72112 BUSINESS PHONE: 5015233611 MAIL ADDRESS: STREET 1: 200 OLIVIA DRIVE STREET 2: 200 OLIVIA DRIVE CITY: NEWPORT STATE: AR ZIP: 72112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH ARKANSAS BANCSHARES INC EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001054884 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 OLIVIA DRIVE CITY: NEWPORT STATE: AK ZIP: 72112 BUSINESS PHONE: 8705233611 MAIL ADDRESS: STREET 1: 200 OLIVIA DRIVE CITY: NEWPORT STATE: AK ZIP: 72112 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G FOR 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1) * North Arkansas Bancshares, Inc. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 657252 10 2 -------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) _______________ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 9 pages CUSIP No. 657252 10 2 13G Page 2 of 10 Pages 1. NAMES OF REPORTING PERSONS: North Arkansas Bancshares, Inc. Employee Stock Ownership Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 71-0800742 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Tennessee Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 26,662 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 26,662 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 26,662 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.2% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 657252 10 2 13G Page 3 of 10 Pages 1. NAMES OF REPORTING PERSONS: O.E. Guinn, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 3,111 6. SHARED VOTING POWER 66,671 7. SOLE DISPOSITIVE POWER: 3,111 8. SHARED DISPOSITIVE POWER: 66,671 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 69,782 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 18.8% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 657252 10 2 13G Page 4 of 10 Pages 1. NAMES OF REPORTING PERSONS: Kaneaster Hodges, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 3,111 6. SHARED VOTING POWER 67,251 7. SOLE DISPOSITIVE POWER: 3,111 8. SHARED DISPOSITIVE POWER: 67,251 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 70,362 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 19.0% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 657252 10 2 13G Page 5 of 10 Pages 1. NAMES OF REPORTING PERSONS: John Minor I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 3,111 6. SHARED VOTING POWER 66,670 7. SOLE DISPOSITIVE POWER: 3,111 8. SHARED DISPOSITIVE POWER: 66,670 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 69,781 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 18.8% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 657252 10 2 13G Page 6 of 10 Pages 1. NAMES OF REPORTING PERSONS: North Arkansas Bancshares, Inc. Grantor Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Tennessee Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 30,805 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 30,805 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,605 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.3% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 657252 10 2 13G Page 7 of 10 Pages Securities and Exchange Commission Washington, D.C. 20549 ITEM 1(a) NAME OF ISSUER. North Arkansas Bancshares, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 200 Olivia Drive Newport, Arkansas 72112 ITEM 2(a) NAME OF PERSON(S) FILING. North Arkansas Bancshares, Inc. Employee Stock Ownership Plan ("ESOP"), North Arkansas Bancshares, Inc. Grantor Trust (the "Grantor Trust") and the following individuals who serve as trustees of the trust established under the ESOP: O.E. Guinn, Jr., Kaneaster Hodges, Jr. and John Minor. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE. Same as Item 1(b). ITEM 2(c) CITIZENSHIP. See Row 4 of the second part of the cover page provided for each reporting person. ITEM 2(d) TITLE OF CLASS OF SECURITIES. Common Stock, par value $.01 per share. ITEM 2(e) CUSIP NUMBER. See Row 4 of the second part of the cover page provided for each reporting person. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are not applicable. This Schedule 13G is being filed on behalf of the ESOP and the Grantor Trust identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and applicable SEC no-action letters. Page 8 of 10 Pages ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person. (b) Percent of Class: See Row 11 of the second part of the cover page provided for each reporting person. (c) See Rows 5, 6, 7, and 8 of the second part of the cover page provided for each reporting person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. North Arkansas Bancshares, Inc., in its capacity as the ESOP Committee, has the power to determine whether dividends on allocated shares that are paid to the ESOP trust are distributed to participants or are used to repay the ESOP loan. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below, each signatory in the capacity of an ESOP trustee certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. By signing below, each signatory in his individual capacity certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 10 Pages SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NORTH ARKANSAS BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN NORTH ARKANSAS BANCSHARES, INC. GRANTOR TRUST By Their Trustees: /s/ O.E. Guinn, Jr. February 16, 1999 __________________________________ ________________ O.E. Guinn, Jr., as Trustee Date /s/ Kaneaster Hodges, Jr. February 16, 1999 __________________________________ ________________ Kaneaster Hodges, Jr., as Trustee Date /s/ John Minor February 16, 1999 __________________________________ ________________ John Minor, as Trustee Date /s/ O.E. Guinn, Jr. February 16, 1999 _______________________________________ ________________ O.E. Guinn, Jr., as an Individual Date Stockholder /s/ Kaneaster Hodges, Jr. February 16, 1999 _______________________________________ ________________ Kaneaster Hodges, Jr., as an Individual Date Stockholder /s/ John Minor February 16, 1999 _______________________________________ ________________ John Minor, as an Individual Date Stockholder Page 10 of 10 Pages Exhibit A - --------- The trustees of the ESOP hold shares of common stock of the issuer in trust for the benefit of employees participating in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to participant accounts in accordance with instructions by participants, (ii) shares of common stock of the issuer which have not been allocated and allocated stock for which no voting direction has been received shall be voted by the trustee in the same proportion that participants direct the voting of allocated shares, and (iii) if no voting direction has been received as to allocated shares, the issuer may direct the trustees as to the voting of all unallocated shares, and if the issuer gives no direction, the trustees shall vote such shares in their sole discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise investment direction as directed by the issuer in its capacity as the ESOP Committee. Overall, the trustees must exercise voting and dispositive power with respect to the assets held by the ESOP, including common stock of the issuer, in accordance with the fiduciary responsibility requirements imposed by Section 404 of the Employee Retirement Income Security Act of 1974, as amended. -----END PRIVACY-ENHANCED MESSAGE-----