sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Power-One, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
739308104
(CUSIP Number)
David A. Knight, c/o Stephens Inc.,111 Center Street, Little Rock, AR 72201, (501) 377-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 6, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS
Warren A. Stephens |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not Applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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5,102,451* |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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595,619 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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5,102,451* |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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595,619 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,698,070* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.5% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
* Includes 500,000 shares of the Common Stock which may be acquired upon the exercise of warrants exercisable within sixty days of
the date hereof. Such warrants are owned by PWER Bridge, LLC, an affiliate of reporting person.
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1 |
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NAMES OF REPORTING PERSONS
Jackson T. Stephens Trust No. One |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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143,389 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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143,389 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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143,389 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.2% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
Warren & Harriet Stephens Childrens Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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220,939 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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220,939 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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220,939 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.3% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
Harriet Calhoun Stephens Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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85,348 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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85,348 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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85,348 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
Harriet C. Stephens |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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85,348 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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85,348 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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85,348 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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1 |
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NAMES OF REPORTING PERSONS
Warren Miles Amerine Stephens Trust UID 9/10/86 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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130,171 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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130,171 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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130,171 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
John Calhoun Stephens Trust UID 12/01/87 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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130,171 |
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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130,171 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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130,171 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.1% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
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1 |
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NAMES OF REPORTING PERSONS
Laura Whitaker Stephens Trust UID 12/28/90 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Arkansas
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|
7 |
|
SOLE VOTING POWER |
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|
NUMBER OF |
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130,171 |
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|
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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|
OWNED BY |
|
-0- |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
130,171 |
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
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|
-0- |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
130,171 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
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|
þ
|
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
0.1% |
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|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
OO |
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1 |
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NAMES OF REPORTING PERSONS
Douglas H. Martin |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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|
Not applicable |
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|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Arkansas
|
|
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|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
92,317 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
20,797 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
92,317 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
20,797 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
113,114 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
þ
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
0.1% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Curtis F. Bradbury, Jr. |
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|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
Not applicable |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Arkansas
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
318,668 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
241,736 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
318,668 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
241,736 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
560,404 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
þ
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
0.6% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
Introductory Statement
This Amendment No. 8 to Schedule 13D relates to the common stock, par value $.001 per share (the
Common Stock), of Power-One, Inc. (Power One). This Amendment No. 8 amends and supplements (i)
the Schedule 13D initially filed by the reporting persons on June 11, 1998, (ii) Amendment No. 1 to
the Statement filed by the reporting persons on October 28, 1999, (iii) Amendment No. 2 to the
Statement filed by the reporting persons on June 19, 2000, (iv) Amendment No. 3 to the Statement
filed by the reporting persons on August 7, 2000, (v) Amendment No. 4 to the Statement filed by the
reporting persons on November 30, 2000, (vi) Amendment No. 5 to the Statement filed by the
reporting persons on December 7, 2001, (vii) Amendment No. 6 to the Statement filed by the
reporting persons on March 13, 2003, and (viii) Amendment No. 7 to the Statement filed by the
reporting persons on February 14, 2008 (collectively, the Prior Filings and collectively with
this Amendment No. 8, this Statement). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed thereto in the Prior Filings. This Amendment No. 8 is
being filed to amend the Statement to reflect the receipt by Warren A. Stephens, through his
affiliate PWER Bridge, LLC (PWER Bridge), of warrants immediately exercisable for 500,000 shares
of the Common Stock.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is supplemented by adding the following:
On March 6, 2008, Power One granted PWER Bridge warrants exercisable for up to 2,000,000
shares of the Common Stock (the Warrants). PWER Bridge is wholly owned by Stephens Investments
Holdings LLC which, in turn, is owned by Warren A. Stephens. The Warrants were granted in
connection with an Amended and Restated Term Loan Agreement (the Amended Loan Agreement) and
related agreements between Power One and PWER Bridge, pursuant to which the maturity date of a $50
million promissory note issued by Power One to PWER Bridge, which was originally due on April 30,
2008, was extended to April 30, 2010 (as amended and restated, the Note). The vesting schedule
for the exercise of the Warrants is as follows: Warrants for 500,000 shares vested immediately upon
the closing on March 6, 2008; 750,000 shares will vest on September 30, 2008 if any principal
amount remains outstanding under the Note on such date; and 750,000 shares will vest on March 31,
2009 if any principal amount remains outstanding under the Note on such date. Notwithstanding the
foregoing, if Power One consolidates with or merges into, or transfers (other than by mortgage or
pledge) its properties and assets substantially as an entirety to, another person or Power One is a
party to a merger or binding share exchange which reclassifies or changes its outstanding Common
Stock, the Warrants shall immediately vest. The exercise price for the Warrants is $2.50. In
connection with obtaining the extension, the Company paid PWER Bridge a loan extension fee of
$500,000, equal to 1% of the outstanding principal balance of the Note. A loan maintenance fee is payable on
each anniversary of the date of the Amended Loan Agreement equal to 1% of the outstanding principal
balance on such date. Copies of the Amended Loan Agreement, Amended and Restated Promissory Note,
Security Agreement, Warrant Agreement, Warrant Certificate, and Registration Rights Agreement were
attached as exhibits to a Form 8-K filed by Power One on March 11, 2007 and are incorporated herein
by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated to read in its entirety as follows:
Collectively, the reporting persons beneficially own approximately 7.1% of the outstanding
Common Stock, which percentage includes 500,000 shares of the Common Stock which may be acquired by
PWER Bridge upon the exercise of the Warrants exercisable within sixty days of the date hereof.
The Common Stock was acquired by the reporting persons primarily for investment purposes or in
connection with routine market making activities by Stephens Inc., a registered broker-dealer
wholly-owned by Warren A. Stephens. Stephens Inc. has served as a financial advisor and provided
other investment banking services to Power One, and may continue to do so.
The reporting persons regularly review, and evaluate strategies with respect to, their various
investments, including their investment in Power One. As a consequence of such review, evaluation,
and other factors that the reporting persons deem relevant, they may consider various alternatives
which may ultimately lead to one or more possible transactions with respect to their investment in
Power One. In the course of such consideration, the reporting persons may discuss internally and
with Power One, other shareholders, industry analysts, existing or potential strategic partners or
competitors, investment and financing professionals, sources
of credit, and other investors, their holdings in Power One. Possible transactions may include the acquisition of additional shares or
selected divestitures of shares of Common Stock of Power One, or another form of extraordinary
transaction.
There can be no assurance as to whether the reporting persons will take any action with
respect to their ownership of the Common Stock, or enter into any discussions with respect to their
investments, whether any such discussions will lead to any transaction, the terms of any such
transaction, or the timing or certainty of any such transaction.
In reaching any conclusions regarding their investments, the reporting persons will take into
consideration a variety of factors, including, but not limited to, Power Ones operations,
prospects, business development, management, competitive and strategic matters, capital structure,
and prevailing market conditions, as well as alternative investment opportunities, liquidity
requirements of the reporting persons, and other investment considerations.
Except as noted above, the reporting persons, at this time, do not have any plans or proposals
which relate to or would result in (i) any extraordinary corporate transactions involving Power One
or (ii) any of the other actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The reporting persons reserve the right to change their intent at any time and to
formulate other plans and/or make other proposals, and take such actions with respect to their
investment in Power One, including any or all of the actions set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is amended and restated to read in its entirety as follows:
(a) The following table discloses the beneficial ownership of the Common Stock by the
reporting persons and their respective directors and control persons. Because of
interrelationships among the various reporting persons, certain shares of the Common Stock may be
reported as being beneficially owned by more than one person.
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Number of Shares |
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Percent of |
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Beneficially Owned |
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Outstanding |
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Name |
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Shares(1) |
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Voting Power |
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Dispositive Power |
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Sole |
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Shared |
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Sole |
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Shared |
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Jackson T. Stephens Trust One |
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143,389 |
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0.2 |
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143,389 |
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0 |
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143,389 |
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0 |
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Warren A. Stephens(2) |
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5,698,070 |
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6.5 |
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5,102,451 |
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595,619 |
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5,102,451 |
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595,619 |
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Warren and Harriet Stephens Childrens Trust |
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220,939 |
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0.3 |
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220,939 |
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0 |
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220,939 |
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0 |
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Harriet C. Stephens Trust |
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85,348 |
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0.1 |
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85,348 |
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0 |
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85,348 |
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0 |
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Harriet C. Stephens(3) |
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85,348 |
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0.1 |
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85,348 |
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0 |
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85,348 |
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0 |
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Warren Miles Amerine Stephens Trust |
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130,171 |
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0.1 |
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130,171 |
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0 |
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130,171 |
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0 |
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John Calhoun Stephens Trust |
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130,171 |
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0.1 |
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130,171 |
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0 |
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130,171 |
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0 |
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Laura Whitaker Stephens Trust |
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130,171 |
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0.1 |
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130,171 |
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0 |
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130,171 |
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0 |
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Douglas H. Martin(4) |
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113,114 |
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0.1 |
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92,317 |
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20,797 |
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92,317 |
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20,797 |
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Curtis F. Bradbury(5) |
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560,404 |
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0.6 |
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318,668 |
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241,736 |
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318,668 |
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241,736 |
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(1) Based on 87,348,256 shares reported by Power One as outstanding on the date of filing of
this Amendment No. 8.
(2) Includes 130,171 shares owned by each of Warren Miles Amerine Stephens Trust, John Calhoun
Stephens Trust, and Laura Whitaker Stephens Trust, as to which Mr. Stephens, as sole Trustee, has
sole voting power and sole dispositive power, 143,389 shares owned by Jackson T. Stephens Trust No.
One as to which Mr. Stephens, as Co-Trustee with Jon E.M. Jacoby, has shared voting power and
shared dispositive power, 3,411,818 shares owned by Stephens Investments Holdings LLC as to which
Mr. Stephens, as Manager, has sole voting power and sole dispositive power, and 200,120 shares
owned by Warren A. Stephens IRA as to which Mr. Stephens has sole voting power and sole dispositive
power. Also includes 8,347 shares owned by Stephens Investment Partners 2000A LLC, 12,095 shares
owned by Stephens Investment Partners 2000B LLC, and 355 shares owned by Stephens Investment Partners 2001B LLC, as to which Mr. Stephens, as Co-Manager, has shared
voting power and shared dispositive power. Also includes 210,494 shares held by Stephens Inc. in
discretionary customer accounts as to which Mr. Stephens, as President of Stephens Inc., has shared
voting power and shared dispositive power, and 220,939 shares owned by Warren and Harriet Stephens
Childrens Trust for benefit of reporting persons children as to which Mr. Stephens may be deemed
to have shared voting and dispositive power. Also includes 600,000 shares held by Stephens Inc. in
its inventory as to which Mr. Stephens has sole voting power and sole dispositive power. Also
includes 500,000 shares which may be acquired upon the exercise of warrants held by PWER Bridge
which are exercisable within sixty days of the date hereof.
(3) Includes 85,348 shares beneficially owned by Harriet Calhoun Stephens Trust, of which
Harriet C. Stephens is a trustee. Excludes shares beneficially owned by Harriet Calhoun Stephens
husband, Warren A. Stephens.
(4) Includes 5,908 shares owned by Martin Family Partnership IV as to which Mr. Martin has
sole voting power and sole dispositive power. Also includes 39,629 shares owned individually and
42,780 shares owned by Mr. Martins IRA as to which Mr. Martin has sole voting power and sole
dispositive power. Also includes 8,347 shares owned by Stephens Investment Partners 2000A LLC,
12,095 shares owned by Stephens Investment Partners 2000B LLC, and 355 shares owned by Stephens
Investment Partners 2001B LLC, as to which Mr. Martin, as Co-Manager of the LLCs, has shared voting
power and shared dispositive power. Also includes 1,000 shares owned by each of four minor
children.
(5) Includes 317,168 shares owned individually and 1,500 shares owned by Curtis F. Bradbury,
III, Mr. Bradburys minor child, as to which Mr. Bradbury has sole voting power and sole
dispositive power. Also includes 8,347 shares owned by Stephens Investment Partners 2000A LLC,
12,095 shares owned by Stephens Investment Partners 2000B LLC, and 355 shares owned by Stephens
Investment Partners 2001B LLC, as to which Mr. Bradbury, as Co-Manager of the LLCs, has shared
voting power and shared dispositive power. Also includes 220,939 shares owned by Warren and
Harriet Stephens Childrens Trust as to which Mr. Bradbury, as Co-Trustee, has shared voting power
and shared dispositive power.
Item 5(b) is supplemented by adding the following:
On March 6, 2008 Power One granted PWER Bridge warrants exercisable for up to 2,000,000 shares
of the Common Stock in the transaction described in Item 3 above. PWER Bridge is wholly owned by
Stephens Investments Holdings LLC which, in turn, is owned by Warren A. Stephens.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Agreement to File Joint Schedule 13D
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
March 12, 2008
Date
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/s/ David A. Knight |
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David A. Knight, as attorney in fact for Jackson T. Stephens Trust
No. One, Warren A. Stephens, Warren & Harriet Stephens Childrens
Trust, Harriet C. Stephens Trust, Harriet C. Stephens, Warren
Miles Amerine Stephens Trust, John Calhoun Stephens Trust, Laura
Whitaker Stephens Trust, Douglas H. Martin, and Curtis F.
Bradbury, Jr. |
AGREEMENT TO FILE JOINT SCHEDULE 13D
Each of the undersigned, being a record owner or beneficial owner of the common stock of
Conns, Inc. (Common Stock), hereby agrees to jointly file a Schedule 13D with respect to their
respective holdings of the Common Stock and to include this agreement as an exhibit to such
Schedule 13D.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this agreement as of
the 12th day of March, 2008.
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/s/ David A. Knight |
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David A. Knight, as attorney in fact for Jackson T. Stephens Trust
No. One, Warren A. Stephens, Warren & Harriet Stephens Childrens
Trust, Harriet C. Stephens Trust, Harriet C. Stephens, Warren
Miles Amerine Stephens Trust, John Calhoun Stephens Trust, Laura
Whitaker Stephens Trust, Douglas H. Martin, and Curtis F.
Bradbury, Jr. |