<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 1996
FIRST UNITED BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
ARKANSAS 0-11916 71-0538646
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
MAIN AND WASHINGTON STREETS, EL DORADO, ARKANSAS 71730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 863-3181
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 30, 1996, First United Bancshares, Inc., El Dorado, Arkansas
("First United"), acquired all of the issued and outstanding common stock of
Carlisle Bancshares, Inc., Little Rock, Arkansas ("Carlisle"), pursuant to the
Restated Agreement and Plan of Reorganization, dated April 1, 1996
("Agreement"), whereby First United acquired 139,142 shares of common stock of
Carlisle in exchange for the issuance of 506,717 shares of First United common
stock and satisfied unexercised stock options of Carlisle common stock by
issuing an additional 1,383 shares of First United common stock. The average
price of First United common stock was defined, pursuant to the Agreement, as
the average sales price per share for all trades occurring during the period of
ten (10) trading days on which one or more trades actually takes place and
which ends immediately prior to the second trading day preceding the closing
date. The average price was $27.6865 resulting in an exchange ratio of 3.6418
shares of First United common stock for every one (1) share of Carlisle common
stock. The method of calculating the above described average sales price and
exchange ratio are fully described in First United's Form S-4 Registration
Statement under the Securities Act of 1933, Registration No. 333-06185 as filed
with the Securities and Exchange Commission ("SEC") on June 18, 1996, and which
became effective July 12, 1996 ("Registration Statement").
Carlisle was a multi-bank holding company which owned 100% of the
common stock of The Citizens Bank & Trust Company, Carlisle, Arkansas,
FirstBank of Arkansas, Brinkley Arkansas and Hazen First State Bank, Hazen,
Arkansas. Carlisle engaged, directly or through subsidiaries, in those
activities closely related to banking which are specifically permitted under
the Bank Holding Company Act of 1956, as amended.
Pursuant to the Agreement, no fractional shares of First United common
stock were issued. Therefore, Carlisle stockholders have received or will
receive cash payments for their fractional shares. First United has made or
will make all cash payments from its excess funds. Prior to consummating the
Agreement, First United had 7,738,.109 shares of common stock issued and
outstanding. By issuing 508,100 shares of First United common stock, which
amounted to 6.57% of the pre-merger issued and outstanding shares, First United
presently has 8,246,209 shares issued and outstanding. All of the issued and
outstanding shares are listed on the National Association of Securities Dealers
automated quotation system national market system.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements are herein incorporated by
reference:
(a) Financial Statements of Business Acquired.
(1) Financial statements of Carlisle Bancshares, Inc.,
and notes thereto as previously filed by First United in its Form S-4
Registration Statement under the Securities Act of 1933, Registration No.
333-06185 as filed with the Securities and Exchange Commission on June 18,
1996, and Amendment No. 1 thereto filed on July 10, 1996, which became
effective July 12, 1996.
(b) Pro-forma Financial Information required pursuant to Article
11 of Regulation S-X:
(1) Pro-forma financial information of First United
Bancshares, Inc. and Carlisle Bancshares, Inc. as previously filed by First
United in its Form S-4 Registration Statement under the Securities Act of 1933,
Registration No. 333-06185 as filed with the Securities and Exchange Commission
on June 18, 1996, and Amendment No. 1 thereto filed on July 10, 1996, which
became effective July 12, 1996.
(c) Exhibits.
2
<PAGE> 3
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
2 Restated Agreement and Plan of Reorganization between
First United Bancshares, Inc. and Carlisle
Bancshares, Inc. and Plan of Merger attached as
Exhibit A thereto incorporated herein by reference as
previously filed by First United in its Form S-4
Registration Statement under the Securities Act of
1933, Registration No. 333-06185 as filed with the
Securities and Exchange Commission on June 18, 1996,
and Amendment No. 1 thereto, filed on July 10, 1996,
which became effective July 12, 1996.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST UNITED BANCSHARES, INC.
(REGISTRANT)
By /s/ John E. Burns
-----------------------------------
John E. Burns, Vice President and
Chief Financial Officer
Date: September 6, 1996
4
