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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): April 10, 1998
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: (870) 863-3181
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 30, 1998, First United Bancshares, Inc., El Dorado, Arkansas
("First United"), acquired all of the issued and outstanding common stock of
First Republic Bancshares, Inc., Rayville, Louisiana ("Republic") including
shares issuable to persons entitled to receive performance shares and holders
of Republic debentures, pursuant to the Agreement and Plan of Reorganization,
dated December 9, 1997 ("Agreement"), in exchange for the issuance of 799,864
shares of First United common stock. The method of calculating the average
sales price for determining fractional share payments and exchange ratio for
shares and debentures are fully described in First United's Form S-4
Registration Statement under the Securities Act of 1933, Registration No.
333-44601 as filed with the Securities and Exchange Commission ("SEC") on
January 21, 1998, and Amendment No. 1 to the Registration Statement filed on
February 4, 1998. The Registration Statement, as amended, became effective
February 6, 1998 ("Registration Statement").
Republic was a bank holding company which owned 100% of the common
stock of First Republic Bank, Rayville, Louisiana. Republic 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, Republic 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 10,276,772 shares of common stock issued and
outstanding. By issuing 799,864 shares of First United common stock, which
amounted to 7.78% of the pre-merger issued and outstanding shares, and an
additional 1,569,887 shares in connection with the March 30, 1998, acquisition
of Citizens National Bancshares of Hope, Inc., Hope, Arkansas ("Citizens"),
First United presently has 12,646,523 shares issued and outstanding. First
United is filing an additional report on Form 8-K simultaneously herewith in
connection with its acquisition of Citizens. 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 have been previously filed by
First United in its Form S-4 Registration Statement under the Securities Act of
1933, Registration No. 333-44601 as filed with the Securities and Exchange
Commission on January 21, 1998, and Amendment No. 1 thereto filed on February
4, 1998, which became effective February 6, 1998:
(a) Financial Statements of Business Acquired.
(1) Financial statements of First Republic Bancshares,
Inc. and notes thereto as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996.
(2) Financial statements of Republic (unaudited) as of
September 30, 1997 and for the nine months ended September 30, 1997 and 1996.
(b) Pro-forma Financial Information required pursuant to Article
11 of Regulation S-X:
(1) Pro-forma combining balance sheet (unaudited) as of
September 30, 1997.
(2) Pro forma combining income statements (unaudited) for
each of the three years in the period ended December 31, 1996 and for the nine
months ended September 30, 1997 and 1996.
(c) Exhibits.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
2 Agreement and Plan of Reorganization between First
United Bancshares, Inc. and First Republic
Bancshares, Inc. and Plan of Merger attached as
Exhibit A thereto (previously filed by First United
in its Form S-4 Registration Statement under the
Securities Act of 1933, Registration No. 333-44601
as filed with the Securities and Exchange Commission
on January 21, 1998, and Amendment No. 1 thereto,
filed on February 4, 1998, which became effective
February 6, 1998) incorporated herein by reference.
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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
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John E. Burns, Senior Vice President and
Chief Financial Officer
Date: April 10, 1998
