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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, 1998
() 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: $44,872,987 (based upon the average bid and asked prices
quoted on the Nasdaq National Market on March 10, 1999).
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, 1998
- --------------------------------------- --------------------------------
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, 1998 and the Proxy
Statement for its 1999 annual meeting.
BANK OF THE OZARKS, INC.
FORM 10-K
December 31, 1998
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Business 1
Item 2. Properties 9
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
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 11
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 11
PART III.
Item 10. Directors and Executive Officers of the Registrant 11
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 16
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. The Company
owns two state chartered banks, Bank of the Ozarks, wca and Bank of the Ozarks,
nwa, that conduct banking operations through 20 offices in 15 communities
throughout northern, western and central Arkansas. At December 31, 1998 the
Company had total assets of $612.4 million, total loans of $387.5 million and
total deposits of $529.0 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 15 new offices in northern, western and central Arkansas,
with 10 new offices being opened since January 1997. 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 and 1996
the Company opened a total of four additional full service offices including new
offices in Marshall, Van Buren and Harrison, Arkansas and a second office in
Clarksville. In 1997 the Company opened new full service offices in Mulberry,
Alma, Paris and Bellefonte, 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 June 1998 the Company opened its second and third Little Rock
deposit offices, including its 40,000 square foot corporate headquarters which
houses a full-service banking center, corporate offices, a mortgage lending
center and full service trust operations. In December 1998 the Company opened
its fourth office in Little Rock. The Company is continuing to expand its
presence in this market area with the January 1999 opening of an office in North
Little Rock. Subject to completion of site negotiations and receipt of
regultory approval, a second North Little Rock office is planned for the second
half of 1999. 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. This full service facility replaced a temporary branch opened
less than a year earlier.
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 main offices and branches.
Real Estate Loans. The Company's portfolio of real estate loans
includes loans secured by single family residential, non-farm non-residential,
agricultural, construction and land development, and multifamily (five or more)
properties. Single family residential loans include permanent loans secured by
first liens on one to four family residential properties. Such 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 hotels,
motels, churches, medical facilities, nursing homes, shopping centers, office
buildings, restaurants, and other business and industrial properties.
Agricultural real estate loans include
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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.
Single 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 single 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 (other than those secured by real estate). Proceeds from such
loans are used to, among other things, fund the purchase of automobiles,
household appliances, furniture, trailers, boats and mobile homes, and for
credit extended pursuant to credit card and other similar plans. 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 interest rates at or near the maximum lawful rate in
Arkansas. 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 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.
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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, 1998 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 subsidiaries by a person who acts as a broker in placing such deposits on
behalf of others.
OTHER BANKING SERVICES
Trust Services. Historically the Company has provided trust services from
its Ozark, Arkansas office. As the Company has expanded into larger markets, it
has identified a need to expand the capabilities and services of this
department. In 1998 the Company assembled a team of experienced trust officers
to handle personal trusts, corporate trusts, employee benefit accounts and trust
opera tions. In the fourth quarter of 1998 this team commenced operations in the
Company's corporate headquarters in Little Rock and the Ozark trust operations
were consolidated into that office. The Company also converted to a new trust
computer system which allows the trust department to more efficiently service
its growing base of trust accounts. As of December 31, 1998 total trust assets
under management were $36.7 million.
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. 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, automatic bill collection and
electronic cash concentration), sweep accounts, current and prior day
transaction reporting, wholesale lockbox services, controlled disbursement and
account analysis. The Company will continue to expand its product offerings in
this area in order to meet the increasingly sophisticated needs of its expanding
commercial customer base.
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. During 1998 the
Company significantly increased its mortgage lending operations by hiring
additional mortgage lending personnel. This has resulted in the Company's
originations of residential mortgage loans growing from $4.5 million in 1996 to
$138.9 million in 1998.
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 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, highly autonomous local branches,
active community involvement and competitive products and pricing.
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EMPLOYEES
At December 31, 1998 the Company employed 266 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 for 1999:
George Gleason, age 45, 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 48, 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 43, 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 44, President of Bank of the Ozarks, nwa since 1990. Mr.
Criner received a B.S.B.A. in Banking and Finance from the University of
Arkansas.
Paul Moore, age 52, 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.
Margaret Oldner, age 47, Executive Vice President since October 1997. From
January 1991 to March 1997 Ms. Oldner was Senior Vice President and Chief
Financial Officer for Mercantile Bank of Arkansas (formerly Twin City Bank) in
North Little Rock. She is a C.P.A. and received a B.S. in Business
Administration from California State University at Fullerton.
Aubrey Avants, age 55, Executive Vice President, Trust of Bank of the
Ozarks, wca 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 50, Executive Vice President of Bank of the
Ozarks, wca since May 1997. Ms. Grobmyer joined Bank of the Ozarks, wca 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 45, Executive Vice President of Bank of the Ozarks, wca
since May 1997. From 1992 to 1997 Mr. Russell served as Senior Vice President of
Bank of the Ozarks, wca. He received a B.S.B.A. in Banking and Finance from the
University of Arkansas.
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Randy Oates, age 55, 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 each of its bank subsidiaries.
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 subsidiaries.
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
subsidiaries are insured depository institutions who are not member banks of the
Federal Reserve System, they are subject to regulation and supervision by the
FDIC and are 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
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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.
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
subsidiaries to the extent provided by law. BIF is the primary insurance fund
for the banks' 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 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, 1998 through December 31, 1998, the
Company's bank subsidiaries were assessed an annualized premium of $0.01164 per
$100 of BIF-eligible deposits and $0.0582 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 subsidiaries. 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
total assets 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 subsidiaries' risk-weighted
capital and leverage ratios, see "Management's Discussion and Analysis of
Financial Condition and Results of Operation--Liquidity and Capital Resources."
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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 subsidiaries.
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 subsidiaries. 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 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, 1998 the FDIC advised
the Company that each of its existing bank subsidiaries 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 subsidiaries generally undergo 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 subsidiaries 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.
Interest and certain other charges collected or contracted for by the bank
subsidiaries are subject to state usury laws and certain federal laws concerning
interest rates. The bank subsidiaries' loan operations are also 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
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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 subsidiaries 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 availablity policies to consumers.
STATE REGULATIONS
The Company and its bank subsidiaries are subject to examination and
regulation by the Arkansas State Bank Department. Examinations of the bank
subsidiaries 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 subsidiaries 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. Arkansas usury laws, however, are preempted by federal law
with respect to first residential real estate loans and certain loans guaranteed
by the Small Business Administration.
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 subsidiaires in early 1999.
BANK SUBSIDIARIES
The lending and investment authority of the state bank subsidiaries is
derived from Arkansas law. The lending powers of each of these bank subsidiaries
are 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 subsidiaries 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 subsidiaries can pay the Company to 75% of each bank's net profits after
taxes for the current year plus 75% of its retained net profits after taxes for
the immediately preceding year.
8
Federal law substantially restricts transactions between financial
institutions and their affiliates, particularly their non-financial institution
affiliates. As a result, the bank subsidiaries are 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 subsidiaries and the Company (or any nonbank
subsidiary) must generally be on terms and under circumstances at least as
favorable to the bank subsidiaries 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 FDIC requires all depository institutions, including the bank
subsidiaries, 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
subsidiaries' cost of funds. Arkansas law requires state chartered banks to
maintain such reserves as are required by the applicable federal regulatory
agency.
The bank subsidiaries are 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 subsidiaries are also subject to 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 subsidiaries are 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: limitations on investments that an
institution may make with insured funds; regulation of all insured depository
institutions by a single regulator; limitations on the number of accounts
protected by the federal deposit insurance funds; and reduction 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 subsidiaries.
Several legislative proposals for reforming the financial services industry
have been submitted before the United States Congress, including the Financial
Services Act of 1999. Each of these proposals would expand the financial
services industry by, among other things, allowing banks to engage in securities
underwriting, insurance and other activities that are "financial" in nature.
The legislation would also repeal Glass-Steagall prohibitions on bank holding
companies owning firms that engage in securities underwriting, and it would
allow bank holding companies to engage in a broad range of insurance activities.
The Company is unable to predict whether any of this legislation will be adopted
or its potential impact on the Company's operations.
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:
9
BANKING LOCATION (1) YEAR OPENED SQUARE FOOTAGE
- ------------------------------------------------------- ------------------------------ ---------------------------
Harrison (Downtown).................................... Under construction 14,000
North Little Rock (Indian Hills)(2).................... 1999 1,500
Fort Smith............................................. 1998 22,200
Little Rock (Cantrell)................................. 1998 2,700
Little Rock (Chenal)................................... 1998 40,000
Little Rock (Rodney Parham)............................ 1998 2,500
Little Rock (Chester) (3).............................. 1998 1,716
Bellefonte............................................. 1997 1,444
Alma................................................... 1997 4,200
Paris.................................................. 1997 3,100
Mulberry............................................... 1997 1,875
Harrison (North) (4)................................... 1996 3,300
Clarksville (Rogers)(4)................................ 1995 3,300
Van Buren.............................................. 1995 2,520
Marshall (4)........................................... 1995 2,520
Clarksville (Main)..................................... 1994 2,520
Ozark (Westside)....................................... 1993 2,520
Western Grove.......................................... 1976 (expanded 1991) 2,610
Altus (5).............................................. 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 leases the building and land at this location with an initial
term expiring in December 1999, subject to options to renew for five
additional terms of two years each.
(3) This location was acquired by the Company in February 1998. The facility
was constructed in 1994.
(4) 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.
(5) 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. See "--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.
10
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". 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
1998 Annual Report under the heading "Summary of Quarterly Results of
Operations, Common Stock Market Prices and Dividends" on page 28, 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 1998 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 1998 Annual Report under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10 through
28, 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 1998 Annual Report
under the heading "Interest Rate Sensitivity" and "Expected Maturity Dates of
Financial Instruments" on pages 21 through 23, which information is incorporated
herein by reference.
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 1998 Annual Report on pages 29 through 44 and in the
Management's Discussion and Analysis section of the 1998 Annual Report under the
heading "Summary of Quarterly Results of Operations, Common Stock Market Prices
and Dividends" on page 28, which information is incorporated herein by
reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
----------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
The information required in response to this item was previously reported by
the Company on a Current Report on Form 8-K dated July 21, 1998, as amended.
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 1999 annual meeting under the
heading "Election of 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 1999 annual meeting under the
heading "Section 16(a) Beneficial Ownership Reporting Compliance" on page 16,
which information is incorporated herein by reference.
11
Item 11. EXECUTIVE COMPENSATION
----------------------
The information required by Item 402 of Regulation S-K is contained in the
Company's Proxy Statement for the 1999 annual meeting under the heading
"Executive Compensation and Other Information" on pages 9 through 11, 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 1999 annual meeting under the headings
"Principal Stockholders" and "Security Ownership of Management" on pages 7
through 8, 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 1999 annual meeting under the heading "Certain
Transactions" on page 14, 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 30 to 44 in the Company's Annual Report for the fiscal
year ended December 31, 1998, and the Report of Independent Auditors on
page 29 of such Annual Report are incorporated herein by reference
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Income for the Years Ended December 31, 1998,
1997 and 1996
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996
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 1998.
(c) Exhibits:
The exhibits to this report are listed in the Exhibit Index at the end of
this Item 14.
12
(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).
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 Real Estate Contract - Fort Smith (Sebastian County), dated February 6,
1997 (previously filed as Exhibit No. 10.4 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).
10.5 Offer & Acceptance - (Chenal Parkway) Little Rock (Pulaski County), dated
December 12, 1996 (previously filed as Exhibit No. 10.5 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 - 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).
10.7 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).
10.8 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).
10.9 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).
10.10 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).
14
10.11 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).
10.12 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).
10.13 Stock Purchase Agreement, dated November 19, 1997, between the
Registrant, Heartland Community Bank, Camden, Arkansas, and HCB
Bancshares, Inc. (previously filed as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference).
10.14 Construction Contract, dated September 2, 1997, between Bank of the
Ozarks, wca and East-Harding, Inc. (Little Rock Office) (previously filed
as Exhibit No. 10.13 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, and incorporated herein by this reference).
10.15 Construction Contract, dated December 24, 1997, between Bank of the
Ozarks, wca and East-Harding, Inc. (Fort Smith Office) (previously filed
as Exhibit No. 10.14 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, and incorporated herein by this reference).
10.16 Ground Lease - North Little Rock (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 (attached).
13 Portions of the Registrant's Annual Report to Stockholders for the year
ended December 31, 1998 which are incorporated herein by reference: pages
9 to 44 of such Annual Report (attached).
21 List of Subsidiaries of the Registrant (attached).
23.1 Consent of Ernst & Young LLP (attached).
23.2 Consent of Moore Stephens Frost (attached).
27.1 Financial Data Schedule (attached).
15
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 16, 1999
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 Executive Officer March 16, 1999
- ------------------------------- and Director
George Gleason
/s/ James Patridge Vice Chairman and Director March 16, 1999
- -------------------------------
James Patridge
/s/ Mark Ross President and Director March 16, 1999
- -------------------------------
Mark Ross
/s/ Paul Moore Chief Financial Officer March 16, 1999
- ------------------------------- (Chief Accounting Officer)
Paul Moore
Director
- ------------------------------
Roger Collins
/s/ Jerry Davis Director March 16, 1999
- -------------------------------
Jerry Davis
Director
- ------------------------------
C. E. Dougan
16
/s/ Robert East Director March 16, 1999
- -------------------------------
Robert East
/s/ Linda Gleason Director March 16, 1999
- -------------------------------
Linda Gleason
/s/ Porter Hillard Director March 16, 1999
- -------------------------------
Porter Hillard
/s/ Henry Mariani Director March 16, 1999
- -------------------------------
Henry Mariani
/s/ Dr. R. L. Qualls Director March 16, 1999
- ------------------------------
Dr. R. L. Qualls
/s/ Kennith Smith Director March 16, 1999
- ------------------------------
Kennith Smith
17