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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________.
Commission File Number 0-22759
BANK OF THE OZARKS, INC.
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0556208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12615 CHENAL PARKWAY, P.O. BOX 8811, LITTLE ROCK, ARKANSAS 72231-8811
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 978-2265
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
State the aggregate market value of the Registrant's common stock held by
non-affiliates: $34,482,150 (based upon the average bid and asked prices quoted
on the Nasdaq National Market on March 1, 2000).
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practical date.
Class Outstanding at December 31, 1999
- --------------------------------------- --------------------------------
Common Stock, par value $0.01 per share 3,779,555
Documents incorporated by reference: Parts I, II and III of this Form 10-K
incorporate certain information by reference from the Registrant's Annual Report
to Stockholders for the year ended December 31, 1999 and the Proxy Statement for
its 2000 annual meeting.
BANK OF THE OZARKS, INC.
FORM 10-K
December 31, 1999
INDEX
PART I. Financial Information Page
----
Item 1. Business 1
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II.
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 11
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
PART III.
Item 10. Directors and Executive Officers of the Registrant 12
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management 12
Item 13. Certain Relationships and Related Transactions 12
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 12
Signatures 17
Part I
Item 1. BUSINESS
--------
General
Bank of the Ozarks, Inc. (the "Company") is an Arkansas business
corporation registered under the Bank Holding Company Act of 1956. During 1999
the Company consolidated its federal savings bank and two state chartered banks
into a single state chartered bank subsidiary. This subsidiary, Bank of the
Ozarks, conducts banking operations through 23 offices in 16 communities
throughout northern, western and central Arkansas. At December 31, 1999 the
Company had total assets of $796 million, total loans of $467 million and total
deposits of $596 million.
The Company provides a wide range of retail and commercial banking
services. Deposit services include checking, savings, money market, time deposit
and individual retirement accounts. Loan services include various types of real
estate, consumer, commercial, industrial and agricultural loans. The Company
also provides mortgage lending, cash management, trust services, safety deposit
boxes, real estate appraisals, credit related life and disability insurance,
ATMs, telephone banking and debit cards.
In 1994 the Company initiated an expansion strategy, via de novo branching,
into target Arkansas markets. Since embarking on this strategy, the Company has
opened eighteen new offices in northern, western and central Arkansas. In 1999
the Company continued its growth strategy and opened a total of four new
offices, with one office in Clinton, Arkansas, a second office in Harrison,
Arkansas and two offices in North Little Rock, Arkansas.
The Company's de novo branching strategy initially focused on opening
branches in smaller communities throughout its market area. During 1994 the
Company opened its first new office pursuant to this expansion strategy in
Clarksville, Arkansas. In 1995, 1996 and 1997 the Company opened a total of
eight additional full service offices including new offices in Marshall, Van
Buren, Mulberry, Alma, Paris, Bellefonte, Harrison and a second office in
Clarksville, Arkansas.
In 1998 the Company added a new element to its growth strategy by
significantly expanding into two of Arkansas' largest metropolitan markets --
Little Rock and Fort Smith. The Company originally entered the Little Rock
market in 1995, when it opened its corporate headquarters and a small commercial
lending office. In 1996 the Company opened a residential mortgage lending
office. In February 1998 the Company began full service banking operations in
Little Rock with the acquisition of a small savings and loan with $9.4 million
in deposits. In 1998 the Company also opened three more Little Rock offices,
including its 40,000 square foot corporate headquarters which houses a full-
service banking center, corporate offices, mortgage lending center and full
service trust operations. The Company pursued major expansion in a second
metropolitan market in September 1998 with the opening of a 22,500 square foot
banking center in Fort Smith.
In 2000 and 2001 the Company plans to concentrate more on growth at
existing locations while adding only one or two new offices each year. The
Company's management believes a slower rate of new office openings combined with
an emphasis on growth in existing offices should lead to better efficiency and
performance.
Lending Activities
The Company's primary source of income is interest earned from its loan
portfolio and, to a lesser extent, earnings on its investment portfolio. In
underwriting loans, primary emphasis is placed on the borrower's financial
condition, including its ability to generate cash flow to support its debt
obligations and other cash expenses. Additionally, substantial consideration is
given to collateral value and marketability as well as the borrower's character,
reputation and other relevant factors. The Company's portfolio includes most
types of real estate loans, consumer loans, commercial and industrial loans,
agricultural loans and other types of loans. The vast majority of the properties
collateralizing the Company's mortgage loans are located within the trade areas
of the Company's offices.
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Real Estate Loans. The Company's portfolio of real estate loans includes
loans secured by owner-occupied 1-4 family residential, non-farm non-
residential, agricultural, construction and land development, and multifamily
residential (five or more) properties. Owner-occupied 1-4 family residential
loans comprise the largest portion of the Company's real estate loans. Non-farm
non-residential loans include those secured by real estate mortgages on motels,
churches, medical facilities, nursing homes, shopping centers, office buildings,
restaurants, and other business and industrial properties. Agricultural real
estate loans include loans secured by farmland and related improvements
including loans guaranteed by the Farm Service Agency or the Small Business
Administration. Real estate construction and land development loans include
loans with original maturities of sixty months or less to finance land
development or construction of industrial, commercial, residential or farm
buildings or additions or alterations to existing structures.
The Company offers a variety of real estate loan products that are
generally amortized over five to thirty years, payable in monthly or other
periodic installments of principal and interest, and due and payable in full
(unless renewed) at a balloon maturity generally within one to five years.
Certain loans not subject to Arkansas' usury law, typically first mortgage
residential loans, may be structured as term loans with adjustable interest
rates (adjustable daily, every six months, annually, or at other regular
adjustment intervals usually not to exceed every five years) and without balloon
maturities.
Owner-occupied 1-4 family residential loans are underwritten primarily
based on the borrower's ability to repay, including prior credit history, and
the value of the collateral. Other real estate loans are underwritten based on
the ability of the property, in the case of income producing property, or the
borrower's business to generate sufficient cash flow to amortize the debt.
Secondary emphasis is placed upon collateral value and other factors. Loans
collateralized by real estate have generally been originated with loan to
appraised value ratios of not more than 89% for owner-occupied 1-4 family
residential, 85% for other single family residential and other improved
property, 80% for construction loans secured by commercial, multifamily and
other non-residential properties, 75% for land development loans, and 65% for
raw land loans.
The Company typically requires mortgage title insurance in the amount of
the loan and hazard insurance on improvements. Documentation requirements vary
depending on loan size, type, complexity and other factors.
Consumer Loans. The Company's portfolio of consumer loans generally
includes loans to individuals for household, family and other personal
expenditures. Proceeds from such loans are used to, among other things, fund the
purchase of automobiles, household appliances, furniture, trailers, boats,
mobile homes and for other similar purposes. Consumer loans made by the Company
are generally collateralized with terms typically ranging up to 72 months,
depending upon the nature of the collateral and size of the loan.
Consumer loans are attractive to the Company because they generally have a
short term with higher yielding interest rates. Such loans, however, pose
additional risks of collectibility and loss when compared to certain other types
of loans. The borrower's ability to repay is of primary importance in the
underwriting of consumer loans.
Commercial and Industrial Loans. The Company's commercial and industrial
loan portfolio consists of loans for commercial, industrial and professional
purposes including loans to fund working capital requirements (such as
inventory, floor plan and receivables financing), purchases of machinery and
equipment and other purposes. The Company offers a variety of commercial and
industrial loan arrangements, including term loans, balloon loans and lines of
credit with the purpose and collateral supporting a particular loan determining
its structure. These loans are offered to businesses and professionals for short
and medium terms on both a collateralized and uncollateralized basis. As a
general practice, the Company obtains as collateral a lien on furniture,
fixtures, equipment, inventory, receivables or other assets.
Commercial and industrial loans typically are underwritten on the basis of
the borrower's ability to make repayment from the cash flow of its business and
generally are collateralized by business assets. As a result, such loans involve
additional complexities, variables and risks and require more thorough
underwriting and servicing than other types of loans.
Agricultural (Non-Real Estate) Loans. The Company's portfolio of
agricultural (non-real estate) loans includes loans for financing agricultural
production, including loans to businesses or individuals engaged in the
production of
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timber, poultry, livestock and crops. The Company's agricultural (non-real
estate) loans are generally secured by farm machinery, livestock, crops,
vehicles or other agri-related collateral.
Deposits
The Company offers an array of deposit products consisting of non-interest
bearing checking accounts, low cost deposit products, including interest bearing
transaction (such as checking) and savings accounts, and higher cost deposit
products, including money market accounts and time deposits.
The Company acts as depository for a number of state and local governments
and government agencies or instrumentalities. Such public fund deposits are
often subject to competitive bid and in many cases must be secured by the
Company's pledge of government agency or other securities. The Company's
deposits come primarily from within the Company's trade area. As of December 31,
1999 the Company had no outstanding "brokered deposits," defined as deposits
which, to the knowledge of management of the Company, have been placed with the
bank subsidiary by a person who acts as a broker in placing such deposits on
behalf of others.
Other Banking Services
Trust Services. Prior to 1999 the Company provided trust services from its
Ozark, Arkansas office. As the Company expanded into larger markets, it
identified a need to expand the capabilities and services of this department.
In 1998 the Company assembled a team of experienced trust officers at its main
office in Little Rock to handle personal trusts, corporate trusts, employee
benefit accounts and trust operations. In late 1998 this team commenced
operations in Little Rock and the Ozark trust operations were consolidated into
that office. In 1999 revenue from trust services continued to grow as this team
began to develop increased business from this expanded trust operations. As of
December 31, 1999 total trust assets under management were $99.4 million
compared to $48.4 million as of December 31, 1998.
Cash Management Services. In 1998 the Company introduced cash management
products which are designed to provide a high level of specialized support to
the treasury operations of business customers. In 1999 the Company continued to
build its cash management products and added new commercial account customers.
Cash management has four basic functions: deposit handling, funds concentration,
funds disbursement and information reporting. The Company's cash management
services include automated clearing house services (e.g., direct deposit, direct
debit and electronic cash concentration and disbursement), zero balance
accounts, current and prior day transaction reporting, wholesale lockbox
services, automated credit line transfer and account analysis. The Company
expects to continue to increase the number of customers to which it provides
such services.
Mortgage Lending. In 1996 the Company expanded its residential mortgage
product line by offering long-term fixed and variable rate loans to be sold on a
servicing released basis in the secondary market. The Company originates such
loans through its Little Rock, Fort Smith and Harrison offices. In 1999 rising
rates impacted the volume of mortgage loans being refinanced and the volume of
loans on home purchases resulting in a substantial decline in the Company's
mortgage loan originations and mortgage lending income. Loan originations
dropped from $138.9 million in 1998 to $83.0 million in 1999. Although this
business is cyclical, it will continue to be an important component of non-
interest income.
Competition
The banking industry in the Company's market area is highly competitive.
In addition to competing with other commercial and savings banks and savings and
loan associations, the Company competes with credit unions, finance companies,
mortgage companies, brokerage and investment banking firms, asset-based non-bank
lenders and many other financial service firms. Competition is based upon
interest rates offered on deposit accounts, interest rates charged on loans,
fees and service charges, the quality and scope of the services rendered, the
convenience of banking facilities and, in the case of loans to commercial
borrowers, relative lending limits.
A substantial number of the commercial banks operating in the Company's
market area are branches or subsidiaries of much larger organizations affiliated
with statewide, regional or national banking companies, and as a result may have
greater resources and lower costs of funds than the Company. Additionally, the
Company faces increased competition from de novo community banks, including
those with senior management who were previously with other
3
local banks or those controlled by investor groups with strong local business
and community ties. Management believes the Company will continue to be
competitive because of its strong commitment to quality customer service,
convenient local branches, active community involvement and competitive products
and pricing.
Employees
At December 31, 1999 the Company employed 292 full-time equivalent
employees. None of the employees were represented by any union or similar
group. The Company has not experienced any labor disputes or strikes arising
from any organized labor groups. The Company believes its employee relations
are good.
Executive Officers of Registrant
The following is a list of the executive officers of the Company:
George Gleason, age 46, Chairman and Chief Executive Officer. Mr. Gleason
has served the Company or one of its bank subsidiaries as Chairman, Chief
Executive Officer and/or President since 1979. He holds a B.A. in Business and
Economics from Hendrix College and a J.D. from the University of Arkansas.
James Patridge, age 49, Vice Chairman since 1997. From 1985 to 1997 Mr.
Patridge served as Executive Vice President with NationsBank, N.A. (formerly
Boatmen's Arkansas, Inc. and Worthen Banking Corporation). He has served as a
director of the Company and its bank subsidiaries since December 1997. Mr.
Patridge holds a B.S.B.A. from the University of Arkansas, an M.S. in Finance
from Memphis State University and a J.D. from Oklahoma City University.
Mark Ross, age 44, President. Mr. Ross has served as President since 1986
and in various capacities for one of the bank subsidiaries since 1980. He was
elected as a director of the Company in 1992. Mr. Ross holds a B.A. in Business
Administration from Hendrix College.
Danny Criner, age 45, President of the bank subsidiary's northern division
since 1990. Mr. Criner received a B.S.B.A. in Banking and Finance from the
University of Arkansas.
Paul Moore, age 53, Chief Financial Officer since 1995. From December 1989
to 1995 Mr. Moore served as secretary, secretary/treasurer or director of eight
privately held companies under common ownership of Frank Lyon Jr. and family.
Such companies engaged in diverse activities ranging from real estate to
agricultural to banking. He is a C.P.A. and received a B.S.B.A. in Banking,
Finance and Accounting from the University of Arkansas.
Aubrey Avants, age 56, Executive Vice President, Trust of the bank
subsidiary since June 1998. From 1993 to June 1997 Mr. Avants served as Senior
Vice President, Trust Manager for First Bank of Arkansas, Jonesboro, Arkansas,
and from June 1997 to June 1998 he served as Senior Vice President, Trust for
First Commercial Bank, Memphis, Tennessee. Mr. Avants received an MBA from the
University of Tennessee and his undergraduate degree in Finance from the
University of Arkansas.
Susan Sisk Grobmyer, age 51, Executive Vice President of the bank
subsidiary since May 1997. Ms. Grobmyer joined the bank subsidiary in March
1997 as Senior Vice President. She previously served as a Senior Vice President
of Commercial Loans for Pulaski Bank from 1995 to 1997 and Twin City Bank (now
Mercantile Bank of Arkansas) from 1978 to 1995. Ms. Grobmyer attended the
University of Arkansas at Monticello.
Darrel Russell, age 46, Executive Vice President of the bank subsidiary
since May 1997. From 1992 to 1997 Mr. Russell served as Senior Vice President
of the bank subsidiary. He received a B.S.B.A. in Banking and Finance from the
University of Arkansas.
Randy Oates, age 56, Senior Vice President, Marketing since 1996. From
1992 to 1996 he served as Marketing Director for Commercial National Bank,
Shreveport, Louisiana. He received a B.S.B.A. in Marketing from the University
of Arkansas.
Unless otherwise noted, each of the foregoing persons serves in the same
position with both the Company and its bank subsidiary.
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SUPERVISION AND REGULATION
In addition to the generally applicable state and federal laws governing
businesses and employers, bank holding companies and banks are extensively
regulated under both federal and state law. With few exceptions, state and
federal banking laws have as their principal objective either the maintenance of
the safety and soundness of the Bank Insurance Fund ("BIF") and Savings
Association Insurance Fund ("SAIF") of the FDIC or the protection of consumers
or classes of consumers, rather than the specific protection of the stockholders
of the Company. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to those particular statutory and regulatory provisions. Any change
in applicable law or regulation may have an adverse effect on the results of
operation and financial condition of the Company and its bank subsidiary.
Federal Regulations
The primary federal banking regulatory authority for the Company is the
Board of Governors of the Federal Reserve System (the "FRB"), acting pursuant to
its authority to regulate bank holding companies. Because the Company's bank
subsidiary is an insured depository institution which is not a member bank of
the Federal Reserve System, it is subject to regulation and supervision by the
FDIC and is not subject to direct supervision by the FRB.
Bank Holding Company Act. The Company is subject to supervision by the FRB
under the provisions of the Bank Holding Company Act of 1956, as amended (the
"BHCA"). The BHCA restricts the types of activities in which bank holding
companies may engage and imposes a range of supervisory requirements on their
activities, including regulatory enforcement actions for violations of laws and
policies. The BHCA limits the activities of the Company and any companies
controlled by it to the activities of banking, managing and controlling banks,
furnishing or performing services for its subsidiaries, and any other activity
that the FRB determines to be incidental to or closely related to banking.
These restrictions also apply to any company in which the Company owns 5% or
more of the voting securities.
Before a bank holding company engages in any bank-related activities,
either by acquisition or commencement of de novo operations, it must comply with
the FRB's notification and approval procedures. In reviewing these
notifications, the FRB considers a number of factors, including the expected
benefits to the public versus the risks of possible adverse effects. In
general, the potential benefits include greater convenience to the public,
increased competition and gains in efficiency, while the potential risks include
undue concentration of resources, decreased or unfair competition, conflicts of
interest and unsound banking practices.
Under the BHCA, a bank holding company must obtain FRB approval before
engaging in acquisitions of banks or bank holding companies. In particular, the
FRB must generally approve the following actions by a bank holding company:
. the acquisition of ownership or control of more than 5% of the voting
securities of any bank or bank holding company
. the acquisition of all or substantially all of the assets of a bank
. the merger or consolidation with another bank holding company
In considering any application for approval of an acquisition or merger, the FRB
is required to consider various competitive factors, the financial and
managerial resources of the companies and banks concerned, the convenience and
needs of the communities to be served and the applicant's record of compliance
with the Community Reinvestment Act (the "CRA"). The CRA generally requires
financial institutions to take affirmative action to ascertain and meet the
credit needs of its entire community, including low and moderate income
neighborhoods. The Attorney General of the United States may, within 30 days
after approval of an acquisition by the FRB, bring an action challenging such
acquisition under the federal antitrust laws, in which case the effectiveness of
such approval is stayed pending a final ruling by the courts.
Recent Banking Legislation. On November 12, 1999, the Gramm-Leach-Bliley
Act (the "GLBA") was signed into law and it became effective March 11, 2000.
Under the GLBA, a bank holding company that elects to become a "financial
holding company" will be permitted to engage in any activity that the FRB, in
consultation with the Secretary of the Treasury, determines by regulation or
order is (i) financial in nature or incidental to such financial activity or
(ii) complementary to a
5
financial activity and does not pose a substantial risk to the safety and
soundness of depository institutions or the financial system generally. In
addition to traditional lending activities, the GLBA specifies the following
activities as financial in nature:
. acting as principal, underwriter, agent or broker for insurance;
. underwriting, dealing in or making a market in securities;
. merchant banking activities; and
. providing financial and investment advice.
A bank holding company may become a financial holding company only if all
depository institution subsidiaries of the holding company are well-capitalized,
well-managed and have at least a satisfactory rating under the Community
Reinvestment Act. A financial holding company that falls out of compliance with
such requirement may be required to cease engaging in certain activities.
National banks are also authorized by the GLBA to engage, through
"financial subsidiaries," in any activity that is permissible for a financial
holding company, except (i) insurance underwriting, (ii) real estate development
or real estate investment activities (unless otherwise permitted by law), (iii)
insurance company portfolio investments and (iv) merchant banking. The authority
of a national bank to invest in a financial subsidiary is subject to a number of
conditions, including, among other things, requirements that the bank must be
well-managed and well-capitalized (after deducting from capital the bank's
outstanding investments in financial subsidiaries). The GLBA provides that state
banks, such as the Company's bank subsidiary, may invest in financial
subsidiaries that engage as principal in activities that would only be
permissible for a national bank to conduct in a financial subsidiary. This
authority is generally subject to the same conditions that apply to national
bank investments in financial subsidiaries.
The GLBA also adopts a number of consumer protections, including provisions
intended to protect privacy of bank customers' financial information and
provisions requiring disclosure of ATM fees imposed by banks on customers of
other banks.
Implementing regulations under the GLBA have not yet been promulgated and
the Company cannot predict the full impact of the new legislation and has not
yet determined if it will elect to become a financial holding company. As long
as the Company has not elected to become a financial holding company, it will
remain subject to the current restrictions of the BHCA.
Interstate Banking. On September 29, 1994, President Clinton signed into
law the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Act") which amended the BHCA to permit bank holding companies to
acquire existing banks in any state effective September 29, 1995. The Interstate
Act preempted barriers that restricted entry into states and created
opportunities for expansion into markets that were previously closed. Interstate
banking and branching authority (discussed below) is subject to certain
conditions and restrictions, such as capital adequacy, management and CRA
compliance.
The Interstate Act also contained interstate branching provisions that
allow multistate banking operations to merge into a single bank with interstate
branches. The interstate branching provisions became effective on June 1, 1997,
although states were allowed to pass laws to opt in early or to opt out
completely as long as they acted prior to that date. Effective May 31, 1997, the
Arkansas Interstate Banking and Branching Act of 1997 (the "Arkansas Interstate
Act") authorized banks to engage in interstate branching activities within the
borders of the state of Arkansas.
Banks acquired pursuant to this new branching authority may be converted to
branches. Interstate branching allows banks to merge across state lines to form
a single institution. Interstate merger transactions can be used to consolidate
existing multistate operations or to acquire new branches. A bank can also
establish a new branch as its initial entry into a state if the state has
authorized de novo branching. The Arkansas Interstate Act prohibits entry into
the state through de novo branching.
Deposit Insurance. The FDIC insures the deposits of the Company's bank
subsidiary to the extent provided by law. BIF is the primary insurance fund for
the bank's deposits, but SAIF insures a portion due to certain acquisitions by
the Company of deposits from SAIF-insured institutions. Under the FDIC's risk-
based insurance system, depository institutions
6
are currently assessed premiums based upon the institution's capital position
and other supervisory factors. BIF and SAIF members currently have the same
risk-based assessment schedule, which is 0 to 27 cents per $100 of eligible
deposits.
Insured depository institutions are further assessed premiums for Financing
Corporation Bond debt service ("FICO"). Beginning January 1, 1997, FICO premiums
for BIF and SAIF became 1.22 and 6.1 basis points, respectively, per $100 of
eligible deposits. For the period July 1, 1999 through December 31, 1999, the
Company's bank subsidiary was assessed an average annualized premium of $0.01172
per $100 of BIF-eligible deposits and $0.0586 per $100 of SAIF-eligible
deposits.
Capital Adequacy Requirements. The FRB monitors the capital adequacy of
bank holding companies such as the Company, and the FDIC monitors the capital
adequacy of its bank subsidiary. The federal bank regulators use a combination
of risk-based guidelines and leverage ratios to evaluate capital adequacy.
Under the risk-based capital guidelines, bank regulators assign a risk
weight to each category of assets based generally on the perceived credit risk
of the asset class. The risk weights are then multiplied by the corresponding
asset balances to determine a "risk-weighted" asset base. The minimum ratio of
total risk-based capital to risk-weighted assets is 8.0%. At least half of the
risk-based capital must consist of Tier 1 capital, which is comprised of common
equity, retained earnings and certain types of preferred stock and excludes
goodwill and various intangible assets. The remainder, or Tier 2 capital, may
consist of a limited amount of subordinated debt, certain hybrid capital
instruments and other debt securities, preferred stock, and an allowance for
loan losses not to exceed 1.25% of risk-weighted assets. The sum of Tier 1
capital and Tier 2 capital is "total risk-based capital."
The leverage ratio is a company's Tier 1 capital divided by its adjusted
total assets. The leverage ratio requires a 3.0% Tier 1 capital to adjusted
average asset ratio for institutions with the highest regulatory rating of 1.
All other institutions must maintain a leverage ratio of 4.0% to 5.0%. For a
tabular summary of the Company's and the bank subsidiary's risk-weighted capital
and leverage ratios, see "Management's Discussion and Analysis of Financial
Condition and Results of Operation--Liquidity and Capital Resources."
Bank regulators from time to time consider raising the capital requirements
of banking organizations beyond current levels. However, the Company is unable
to predict whether higher capital requirements will be imposed and, if so, the
amount or timing of such increases. Therefore, the Company cannot predict what
effect such higher requirements may have on it or its bank subsidiary.
Enforcement Authority. The FRB has enforcement authority over bank holding
companies and non-banking subsidiaries to forestall activities that represent
unsafe or unsound practices or constitute violations of law. It may exercise
these powers by issuing cease-and-desist orders or through other actions. The
FRB may also assess civil penalties against companies or individuals who violate
the BHCA or related regulations in amounts up to $1 million for each day's
violation. The FRB can also require a bank holding company to divest ownership
or control of a non-banking subsidiary or require such subsidiary to terminate
its non-banking activities. Certain violations may also result in criminal
penalties.
The FDIC possesses comparable authority under the Federal Deposit Insurance
Act (the "FDI Act"), the Federal Deposit Insurance Corporation Improvement Act
("FDICIA") and other statutes with respect to the bank subsidiary. In addition,
the FDIC can terminate insurance of accounts, after notice and hearing, upon a
finding that the insured institution is or has engaged in any unsafe or unsound
practice that has not been corrected, is in an unsafe and unsound condition to
continue operations, or has violated any applicable law, regulation, rule, or
order of, or condition imposed by the appropriate supervisors.
The FDICIA required federal banking agencies to broaden the scope of
regulatory corrective action taken with respect to depository institutions that
do not meet minimum capital and related requirements and to take such actions
promptly in order to minimize losses to the FDIC. In connection with FDICIA,
federal banking agencies established capital measures (including both a leverage
measure and a risk-based capital measure) and specified for each capital measure
the levels at which depository institutions will be considered well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized or
critically undercapitalized. If an institution becomes classified as
undercapitalized, the appropriate federal banking agency will require the
institution to submit an acceptable capital restoration plan and can suspend or
greatly limit the institution's ability to
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effect numerous actions including capital distributions, acquisitions of assets,
the establishment of new branches and the entry into new lines of business. On
November 30, 1999 the FDIC advised the Company that the bank subsidiary had been
classified as "well-capitalized" under these guidelines.
Examination. The FRB may examine the Company and any or all of its
subsidiaries. The FDIC examines and evaluates insured banks every 12 months, and
it may assess the institution for its costs of conducting the examinations. The
FDIC has a reciprocal agreement with the Arkansas State Bank Department whereby
each will accept the other's examination reports in certain cases. As a result,
the bank subsidiary generally undergoes FDIC and state examinations either on a
joint basis or in alternating years.
Reporting Obligations. As a bank holding company, the Company must file
with the FRB an annual report and such additional information as the FRB may
require pursuant to the BHCA. The bank subsidiary must submit to federal and
state regulators annual audit reports prepared by independent auditors, and the
Company's audit report can be used to satisfy this requirement.
Other Regulation. The Company's status as a registered bank holding
company under the BHCA does not exempt it from certain federal and state laws
and regulations applicable to corporations generally, including, without
limitation, certain provisions of the federal securities laws. The Company is
under the jurisdiction of the Securities and Exchange Commission and of state
securities commissions for matters relating to the offer and sale of its
securities.
The bank subsidiary's loan operations are subject to certain federal laws
applicable to credit transactions, such as the federal Truth-In-Lending Act
governing disclosures of credit terms to consumer borrowers, the Home Mortgage
Disclosure Act of 1975 requiring financial institutions to provide information
to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the
community it serves, the Equal Credit Opportunity Act prohibiting discrimination
on the basis of race, creed or other prohibited factors in extending credit, the
Fair Credit Reporting Act of 1978 governing the use and provision of information
to credit reporting agencies, the Fair Debt Collection Act governing the manner
in which consumer debts may be collected by collection agencies, the Fair
Housing Act prohibiting discriminatory practices relative to real estate-related
transactions, including the financing of housing and the rules and regulations
of the various federal agencies charged with the responsibility of implementing
such federal laws. The deposit operations of the bank subsidiary also are
subject to the Right to Financial Privacy Act, which imposes a duty to maintain
confidentiality of consumer financial records and prescribes procedures for
complying with administrative subpoenas of financial records, the Electronic
Funds Transfer Act, which governs automatic deposits to and withdrawals from
deposit accounts and customers' rights and liabilities arising from the use of
automated teller machines and other electronic banking services, the Truth in
Savings Act requiring depository institutions to disclose the terms of deposit
accounts to consumers and the Expedited Funds Availability Act requiring
financial institutions to make deposited funds available according to specified
time schedules and to disclose funds availability policies to consumers.
State Regulations
The Company and its bank subsidiary are subject to examination and
regulation by the Arkansas State Bank Department. Examinations of the bank
subsidiary are conducted annually but may be extended to 24 months if an interim
examination is performed by the FDIC. The Arkansas State Bank Department may
also make at any time an examination of the Company as may be necessary to
disclose fully the relations between the holding company and its bank subsidiary
and the effect of those relations.
The Arkansas Constitution provides, in summary, that "consumer loans and
credit sales" have a maximum percentage limitation of 17% per annum and that all
"general loans" have a maximum limitation of 5% over the Federal Reserve
Discount Rate in effect at the time the loan was made. The Arkansas Supreme
Court has determined that "consumer loans and credit sales" are also "general
loans" and are thus subject to an interest rate limitation equal to the lesser
of 5% over the Federal Reserve Discount Rate or 17% per annum. The Arkansas
Constitution also provides penalties for usurious "general loans" and "consumer
loans and credit sales," including forfeiture of all principal and interest on
consumer loans and credit sales made at a greater rate of interest than 17% per
annum. Additionally, "general loans" made at a usurious rate may result in
forfeiture of uncollected interest and a refund to the borrower of twice the
interest collected.
8
Arkansas usury laws have historically been preempted by federal law with
respect to first residential real estate loans and certain loans guaranteed by
the Small Business Administration. Furthermore, the GLBA preempted the
application of the Arkansas Constitution's usury limits to the Company's bank
subsidiary effective November 12, 1999. Because of the recent enactment of this
usury preemption under the GLBA, the absence of any judicial interpretation of
the provision, and the current competitive marketplace for loans, the Company is
unable to predict the impact of this provision on its operations or whether its
bank subsidiary will seek to make loans with interest rates in excess of the
Arkansas usury limits.
The Company is also subject to the Arkansas Bank Holding Company Act of
1983 ("ABHCA") which places certain restrictions on the acquisition of banks by
bank holding companies. Any acquisition by the Company of more than 10% of any
class of the outstanding capital stock of any bank located in Arkansas, would
require the Arkansas Bank Commissioner's approval. Further, no bank holding
company may acquire any bank if after such acquisition the holding company would
control, directly or indirectly, banks having 25% of the total bank deposits
(excluding deposits from other banks and public funds) in the State of Arkansas.
Under the ABHCA a bank holding company cannot own more than one bank subsidiary
if any of its bank subsidiaries has been chartered for less than 5 years.
Effective January 1, 1999 Arkansas law allows the Company to engage in
branching activities for its bank subsidiaries on a statewide basis.
Immediately prior to that date, the state's branching laws prevented state and
national banks from opening branches in any county of the state other than their
home county and the counties contiguous to their home county. Because the state
branching laws did not limit the branching activities of federal savings banks,
the Company was able to branch outside of the traditional areas of its state
bank subsidiaries through the federal thrift that it acquired in February 1998.
In response to the change in state branching laws, the Company merged its thrift
charter into its lead state bank subsidiaries in early 1999.
Bank Subsidiary
The lending and investment authority of the state bank subsidiary is
derived from Arkansas law. The lending power is generally subject to certain
restrictions, including the amount which may be lent to a single borrower.
Regulations of the FDIC and the Arkansas State Bank Department limit the
ability of the bank subsidiary to pay dividends to the Company without the prior
approval of such agencies. FDIC regulations prevent insured state banks from
paying any dividends from capital and allows the payment of dividends only from
net profits then on hand after deduction for losses and bad debts. The Arkansas
State Bank Department currently limits the amount of dividends that the bank
subsidiary can pay the Company to 75% of the bank's net profits after taxes for
the current year plus 75% of its retained net profits after taxes for the
immediately preceding year.
Federal law substantially restricts transactions between financial
institutions and their affiliates, particularly their non-financial institution
affiliates. As a result, the bank subsidiary is sharply limited in making
extensions of credit to the Company or any non-bank subsidiary, in investing in
the stock or other securities of the Company or any non-bank subsidiary, in
buying the assets of, or selling assets to, the Company, and/or in taking such
stock or securities as collateral for loans to any borrower. Moreover,
transactions between the bank subsidiary and the Company (or any nonbank
subsidiary) must generally be on terms and under circumstances at least as
favorable to the bank subsidiary as those prevailing in comparable transactions
with independent third parties or, in the absence of comparable transactions, on
terms and under circumstances that in good faith would be available to
nonaffiliated companies.
The federal banking laws require all insured banks, including the bank
subsidiary, to maintain reserves against their checking and transaction accounts
(primarily checking accounts, NOW and Super NOW checking accounts). Because
reserves must generally be maintained in cash or in non-interest bearing
accounts, the effect of the reserve requirements is to increase the bank
subsidiary's cost of funds. Arkansas law requires state chartered banks to
maintain such reserves as are required by the applicable federal regulatory
agency.
The bank subsidiary is subject to Section 23A of the Federal Reserve Act,
which places limits on the amount of loans or extensions of credit to, or
investments in, or certain other transactions with, affiliates, including the
Company. In addition, limits are placed on the amount of advances to third
parties collateralized by the securities or obligations of affiliates. Most of
these loans and certain other transactions must be secured in prescribed
amounts. The bank subsidiary is also subject to
9
Section 23B of the Federal Reserve Act, which prohibits an institution from
engaging in transactions with certain affiliates unless the transactions are on
terms substantially the same, or at least as favorable to such institution or
its subsidiaries, as those prevailing at the time for comparable transactions
with non-affiliated companies. The bank subsidiary is subject to restrictions on
extensions of credit to executive officers, directors, certain principal
stockholders, and their related interests. These extensions of credit (1) must
be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
third parties and (2) must not involve more than the normal risk of repayment or
present other unfavorable features.
Proposed Legislation For Bank Holding Companies And Banks
Certain proposals affecting the banking industry have been discussed from
time to time. Such proposals include: regulation of all insured depository
institutions by a single regulator; limitations on the number of accounts
protected by the federal deposit insurance funds; and modification of the
$100,000 coverage limit on deposits. It is uncertain which, if any, of the
above proposals may become law and what effect they would have on the Company
and its bank subsidiary.
Item 2. PROPERTIES
----------
The Company serves its customers by offering a broad range of banking
services throughout northern, western and central Arkansas from the following
locations:
Banking Location/(1)/ Year Opened Square Footage
-------------------------------------------------- ----------------------------- ---------------------
Yellville......................................... Under Construction 2,716
Clinton........................................... 1999 2,784
North Little Rock (North Hills)/(2)/.............. 1999 4,350
Harrison (Downtown)............................... 1999 14,000
North Little Rock (Indian Hills)/(3)/............. 1999 1,500
Fort Smith........................................ 1998 22,500
Little Rock (Cantrell)............................ 1998 2,700
Little Rock (Chenal).............................. 1998 40,000
Little Rock (Rodney Parham)....................... 1998 2,500
Little Rock (Chester)/(4)/........................ 1998 1,716
Bellefonte........................................ 1997 1,444
Alma.............................................. 1997 4,200
Paris............................................. 1997 3,100
Mulberry.......................................... 1997 1,875
Harrison (North)/(5)/............................. 1996 3,300
Clarksville (Rogers)/(5)/......................... 1995 3,300
Van Buren......................................... 1995 2,520
Marshall/(5)/..................................... 1995 2,520
Clarksville (Main)................................ 1994 2,520
Ozark (Westside).................................. 1993 2,520
Western Grove..................................... 1976 (expanded 1991) 2,610
Altus/(6)/........................................ 1972 (rebuilt 1998) 1,500
Ozark (Main)...................................... 1971 (expanded 1985) 30,877
Jasper............................................ 1967 (expanded 1984) 4,408
_________________
(1) Unless otherwise indicated, the Company owns, or will own upon the
completion of construction, its banking locations.
(2) The Company owns the building and leases the land at this location. The
initial lease term expires twenty years from November 1999 with the right
to extend for four additional five-year periods.
10
(3) The Company leases the building and land at this location with an initial
term expiring in December 2002, subject to options to renew for four
additional terms of two years each.
(4) This location was acquired by the Company in February 1998. The facility
was constructed in 1994.
(5) The Company owns the buildings and leases the land at these locations. The
initial lease terms expire in 2001 (Harrison), 2007 (Clarksville) and 2024
(Marshall). The Company has renewal options on the Harrison and Marshall
facilities and purchase options on the Harrison and Clarksville facilities.
(6) Original facility was destroyed by storm in 1997. This facility was
rebuilt and placed in service in 1998.
While management believes its existing banking locations are adequate for
its present operations, the Company intends to establish additional branch
offices in the future in accordance with its growth strategy.
Item 3. LEGAL PROCEEDINGS
-----------------
The Company is not currently involved in any material legal proceedings.
However, from time to time the Company is involved in routine legal proceedings
arising in the ordinary course of business. Management does not believe that any
such proceedings, either individually or in the aggregate, will result in
material losses to the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No information is required in response to this Item as no matters were
submitted to a vote of Registrant's security holders during the fourth quarter
of the fiscal year covered by this report.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
---------------------------------------------------------------------
The Company's Common Stock is listed on the Nasdaq National Market under
the symbol "OZRK" and as of March 1, 2000 the Company had 187 holders of record.
The other information required by Item 201 of Regulation S-K is contained in the
Management's Discussion and Analysis section of the Company's 1999 Annual Report
under the heading "Summary of Quarterly Results of Operations, Common Stock
Market Prices and Dividends" on page 27, which information is incorporated
herein by reference.
Item 6 SELECTED FINANCIAL DATA
-----------------------
The information required by Item 301 of Regulation S-K is contained in the
Company's 1999 Annual Report under the heading "Selected Consolidated Financial
Data" on page 9, which information is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The information required by Item 303 of Regulation S-K is contained in the
Company's 1999 Annual Report under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10 through
27, which information is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The information required by Item 305 of Regulation S-K is contained in the
Management's Discussion and Analysis section of the Company's 1999 Annual Report
under the heading "Interest Rate Sensitivity" on pages 21 through 23, which
information is incorporated herein by reference.
11
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The information required by this Item and by Item 302 of Regulation S-K is
contained in the Company's 1999 Annual Report on pages 28 through 44 and in the
Management's Discussion and Analysis section of the 1999 Annual Report under the
heading "Summary of Quarterly Results of Operations, Common Stock Market Prices
and Dividends" on page 27 which information is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
----------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
No information is required in response to this item.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by Item 401 of Regulation S-K regarding directors
is contained in the Company's Proxy Statement for the 2000 annual meeting under
the heading "Nominees for Election as Directors" on pages 3 through 4, which
information is incorporated herein by reference. In accordance with Item 401(b)
of Regulation S-K, Instruction 3, information concerning the Company's executive
officers is furnished in a separate item captioned "Executive Officers of
Registrant" in Part I above. The information required by Item 405 of Regulation
S-K is contained in the Company's Proxy Statement for the 2000 annual meeting
under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" on
page 16, which information is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
-----------------------
The information required by Item 402 of Regulation S-K is contained in the
Company's Proxy Statement for the 2000 annual meeting under the heading
"Executive Compensation and Other Information" on pages 10 through 12, which
information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by Item 403 of Regulation S-K is contained in the
Company's Proxy Statement for the 2000 annual meeting under the headings
"Principal Stockholders" and "Security Ownership of Management" on pages 8
through 9, which information is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by Item 404 of Regulation S-K is contained in the
Company's Proxy Statement for the 2000 annual meeting under the heading "Certain
Transactions" on page 15, which information is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) The following documents are filed as part of this report:
(1) The following consolidated financial statements of the Registrant
included on pages 29 to 44 in the Company's Annual Report for the fiscal
year ended December 31, 1999, and the Report of Independent Auditors on
page 28 of such Annual Report are incorporated herein by reference
Consolidated Balance Sheets as of December 31, 1999 and 1998
12
Consolidated Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted for the reasons that they are not required or are
not applicable, or the required information is shown in the consolidated
financial statements or the notes thereto.
(b) Reports on Form 8-K:
Registrant did not file any reports on Form 8-K during the fourth quarter
of 1999.
(c) Exhibits:
The exhibits to this report are listed in the Exhibit Index at the end of
this Item 14.
(d) Financial Statement Schedules:
Not applicable.
13
EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated by
reference to previously filed material.
Exhibit No.
- -----------
3.1 Amended and Restated Articles of Incorporation of the Registrant, dated
May 22, 1997 (previously filed as Exhibit No. 3.1 to the Company's
Registration Statement on Form S-1 filed with the Commission on May 22,
1997, as amended, Commission File No. 333-27641, and incorporated herein
by this reference).
3.2 Amended and Restated By-Laws of the Registrant, dated March 13, 1997
(previously filed as Exhibit No. 3.2 to the Company's Registration
Statement on Form S-1 filed with the Commission on May 22, 1997, as
amended, Commission File No. 333-27641, and incorporated herein by this
reference).
4.1 Amended and Restated Trust Agreement, dated June 18, 1999, relating to the
issuance of Ozark Capital Trust's $17,250,000 of 9.0% Cumulative Trust
Preferred Securities (previously filed as exhibit 4.1 to the Company's
quarterly report on Form 10-Q filed with the Commission for the period
ended June 30, 1999, and incorporated herein by this reference).
4.2 9.0% Cumulative Trust Preferred Securities Certificate (included as an
exhibit to Item 4.1 previously filed with the Company's quarterly report
on Form 10-Q filed with the Commission for the period ended June 30, 1999,
and incorporated herein by this reference).
4.3 Agreement as to Expenses and Liabilities (included as an exhibit to Item
4.1, previously filed as exhibit 4.1 to the Company's quarterly report on
Form 10-Q filed with the Commission for the period ended June 30, 1999,
and incorporated herein by this reference).
4.4 Subordinated Indenture, dated June 18, 1999, relating to the issuance of
the Company's $17,783,510 of 9.0% Subordinated Debentures (previously
filed as exhibit 4.4 to the Company's quarterly report on Form 10-Q filed
with the Commission for the period ended June 30, 1999, and incorporated
herein by this reference).
4.5 Form of 9.0% Subordinated Debenture (included as an exhibit to Item 4.4
previously filed with the Company's quarterly report on Form 10-Q filed
with the Commission for the period ended June 30, 1999, and incorporated
herein by this reference).
4.6 Form of Preferred Securities Guarantee Agreement, dated June 18, 1999,
(previously filed as exhibit 4.6 to the Company's quarterly report on Form
10-Q filed with the Commission for the period ended June 30, 1999, and
incorporated herein by this reference).
10.1 Bank of the Ozarks, Inc. Stock Option Plan, dated May 22, 1997 (previously
filed as Exhibit No. 10.1 to the Company's Registration Statement on Form
S-1 filed with the Commission on May 22, 1997, as amended, Commission File
No. 333-27641, and incorporated herein by this reference).
10.2 Bank of the Ozarks, Inc. Non-Employee Director Stock Option Plan, dated
May 22, 1997 (previously filed as Exhibit No. 10.2 to the Company's
Registration Statement on Form S-1 filed with the Commission on May 22,
1997, as amended, Commission File No. 333-27641, and incorporated herein
by this reference).
10.3 Loan Agreement with Union Planters National Bank, Memphis, Tennessee,
dated March 25, 1998 (previously filed as Exhibit No. 10 to the Company's
Quarterly Report on Form 10-Q filed with the Commission for the period
ended March 31, 1998, and incorporated herein by this reference).
10.4 Modification dated June 10, 1999 of loan agreement dated March 25, 1998
between the Company and Union Planters Bank, N.A. (previously filed as
exhibit 10 to the Company's quarterly report on Form 10-Q filed with the
Commission for the period ended June 30, 1999, and incorporated herein by
this reference).
14
10.5 Ground Lease - Marshall (Searcy County), dated October 15, 1993
(previously filed as Exhibit No. 10.6 to the Company's Registration
Statement on Form S-1 filed with the Commission on May 22, 1997, as
amended, Commission File No. 333-27641, and incorporated herein by this
reference).
10.6 Ground Lease - Harrison (Boone County), dated December 22, 1994
(previously filed as Exhibit No. 10.7 to the Company's Registration
Statement on Form S-1 filed with the Commission on May 22, 1997, as
amended, Commission File No. 333-27641, and incorporated herein by this
reference).
10.7 Ground Lease - Clarksville (Johnson County), dated January 1, 1995
(previously filed as Exhibit No. 10.7 to the Company's Registration
Statement on Form S-1 filed with the Commission on May 22, 1997, as
amended, Commission File No. 333-27641, and incorporated herein by this
reference).
10.8 Employment Agreement, dated May 22, 1997, between the Registrant and
George Gleason (previously filed as Exhibit No. 10.9 to the Company's
Registration Statement on Form S-1 filed with the Commission on May 22,
1997, as amended, Commission File No. 333-27641, and incorporated herein
by this reference).
10.9 Form of Indemnification Agreement between the Registrant and its directors
and certain of its executive officers (previously filed as Exhibit No.
10.10 to the Company's Registration Statement on Form S-1 filed with the
Commission on May 22, 1997, as amended, Commission File No. 333-27641, and
incorporated herein by this reference).
10.10 Amendment to Employment Agreement, dated September 16, 1997, between the
Registrant and George Gleason (previously filed as exhibit 10 to the
Company's quarterly report on Form 10-Q filed with the Commission for the
period ended September 30, 1997, and incorporated herein by this
reference).
10.11 Second Amendment to Employment Agreement, dated July 21, 1998 between the
Registrant and George Gleason (previously filed as Exhibit 10 to the
Company's Quarterly Report on Form 10-Q filed with the Commission for the
period ended June 30, 1998, and incorporated herein by reference).
10.12 Ground Lease - North Little Rock, Indian Hills Shopping Center (Pulaski
County), dated November 20, 1998, between Bank of the Ozarks, wca and
Indian Hills Shopping Center Partnership d/b/a Indian Hills Shopping
Center, as amended December 8, 1998 (previously filed as Exhibit No. 10.16
to the Company's annual report on 10-K for the year ended December 31,
1998 and incorporated herein by this reference).
10.13 Construction Contract, dated July 20, 1998, between Bank of the Ozarks and
East-Harding, Inc. (Cantrell Road, Little Rock) (attached).
10.14 Construction Contract, dated September 8, 1998, between Bank of the Ozarks
and East-Harding, Inc. (Harrison, Arkansas) (attached).
10.15 Construction Contract, dated June 16, 1999, between Bank of the Ozarks and
East-Haring, Inc. (Clinton, Arkansas) (attached).
10.16 Construction Contract, dated June 16, 1999, between Bank of the Ozarks and
East-Haring, Inc. (North Little Rock) (attached).
10.17 Construction Contract, dated November 23, 1999, between Bank of the Ozarks
and East-Haring, Inc. (Yellville, Arkansas) (attached).
10.18 Ground Lease - North Little Rock, Lakewood Shopping Center (Pulaski
County), dated May 18, 1999, between Bank of the Ozarks, wca and
Metropolitan Realty and Development, LLC (attached).
13 Portions of the Registrant's Annual Report to Stockholders for the year
ended December 31, 1999 which are incorporated herein by reference: pages
9 to 44 of such Annual Report (attached).
15
21 List of Subsidiaries of the Registrant (attached).
23.1 Consent of Ernst & Young LLP (attached).
23.2 Consent of Moore Stephens Frost (attached).
27 Financial Data Schedule (attached).
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BANK OF THE OZARKS, INC.
By: /s/ George Gleason
---------------------------------------------
Chairman and Chief Executive Officer
Date: March 21, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ George Gleason Chairman of the Board, Chief March 21, 2000
- -------------------------
George Gleason Executive Officer and Director
/s/ James Patridge Vice Chairman and Director March 21, 2000
- -------------------------
James Patridge
/s/ Mark Ross President and Director March 21, 2000
- -------------------------
Mark Ross
/s/ Paul Moore Chief Financial Officer March 21, 2000
- -------------------------
Paul Moore (Chief Accounting Officer)
Director March 21, 2000
- -------------------------
Roger Collins
/s/ Jerry Davis Director March 21, 2000
- -------------------------
Jerry Davis
/s/ C. E. Dougan Director March 21, 2000
- -------------------------
C. E. Dougan
17
/s/ Robert East Director March 21, 2000
- -------------------------
Robert East
/s/ Linda Gleason Director March 21, 2000
- -------------------------
Linda Gleason
/s/ Porter Hillard Director March 21, 2000
- -------------------------
Porter Hillard
/s/ Henry Mariani Director March 21, 2000
- -------------------------
Henry Mariani
/s/ Dr. R. L. Qualls Director March 21, 2000
- -------------------------
Dr. R. L. Qualls
/s/ Kennith Smith Director March 21, 2000
- -------------------------
Kennith Smith
18