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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 17, 2000
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 5. OTHER EVENTS.
On April 17, 2000, the Registrant issued a press release regarding the
Registrant's proposed merger with BancorpSouth, Inc., which is expected to close
during the third quarter of 2000. A copy of the press release is filed as
Exhibit 99.1 hereto, which is incorporated herein by reference.
The news release may be deemed to be solicitation material with respect
to the proposed merger of BancorpSouth and First United. BancorpSouth and its
directors may be deemed to be participants in the solicitation of proxies with
respect to a shareholder meeting to be held in connection with such merger.
BancorpSouth's directors include Shed H. Davis, Hassell H. Franklin, Fletcher H.
Goode, M.D., W. G. Holliman, Jr., A. Douglas Jumper, Turner O. Lashlee, Aubrey
B. Patterson, Alan W. Perry, Travis E. Staub, Andrew R. Townes, D.D.S. and
Lowery A. Woodall. As of January 31, 2000, Hassell H. Franklin was the
beneficial owner of approximately 923,461 shares of BancorpSouth common stock
(or approximately 1.61% of the outstanding shares of BancorpSouth common stock),
and each of the other directors of BancorpSouth beneficially owned less than 1%
of the outstanding shares of BancorpSouth common stock. First United and its
directors may be deemed to be participants in the solicitation of proxies with
respect to a shareholder meeting to be held in connection with such merger.
First United's directors include E. Larry Burrow, Claiborne P. Deming, Al
Graves, Jr., Tommy Hillman, James V. Kelley, Roy E. Ledbetter, Michael F.
Mahony, Richard H. Mason, Jack W. McNutt, George F. Middlebrook, III, R. Madison
Murphy, Robert C. Nolan, Cal Partee, Jr., Carolyn Tennyson and John D. Trimble,
Jr. As of February 1, 2000, Claiborne P. Deming, R. Madison Murphy, Robert C.
Nolan and Cal Partee, Jr. were the beneficial owners, respectively, of
approximately 393,290 (1.55%), 602,440 (2.38%), 531,756 (2.10%) and 465,506
(1.84%) shares of First United Bancshares, Inc. common stock and each of the
other directors of First United beneficially owned less than 1% of the
outstanding shares of First United common stock. In addition, in connection with
the merger, James V. Kelley has entered into a Change in Control Agreement and a
Stock Bonus Agreement that provides for payments and a grant of stock in
connection with continued employment after the merger.
In connection with the proposed merger, BancorpSouth will file a
registration statement on Form S-4 with the Securities and Exchange Commission.
Shareholders of BancorpSouth and First United are encouraged to read the
registration statement, including the joint proxy statement/prospectus that will
be part of the registration statement, because it will contain important
information about the merger, BancorpSouth and First United. After the
registration statement is filed with the SEC, it will be available for free,
both on the SEC's web site (www.sec.gov) and from BancorpSouth's and First
United's corporate secretaries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description
99.1 Press Release of the Registrant, released on
April 17, 2000.
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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 G. Copeland
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John G. Copeland, Senior Vice
President, Chief Financial
Officer and Principal Accounting
Officer
Date: April 17, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release of the Registrant, released on April 17, 2000.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE April 17, 2000
BANCORPSOUTH AND FIRST UNITED BANCSHARES
ANNOUNCE MERGER AGREEMENT
EL DORADO, Ark. and TUPELO, Miss. - April 17, 2000 - BancorpSouth, Inc. (NYSE:
BXS) and First United Bancshares, Inc. (NASDAQ: UNTD) said today they have
signed a definitive agreement for the merger of BancorpSouth and First United,
which would create a six-state regional financial services company.
Under the terms of the agreement which has been approved by the boards of both
companies, First United stockholders would receive 1.125 shares of BancorpSouth
common stock in exchange for each share of First United stock. The transaction,
based on BancorpSouth's closing stock price of $16.00 on April 14, 2000, values
each First United share at $18.00, or a premium to First United's closing price
on April 14th of approximately 43%, for a total transaction value of
approximately $455 million.
The transaction is expected to be completed in the third quarter of this year
and to be accounted for as a pooling of interests. Approval of banking
regulators and both BancorpSouth and First United shareholders is required. The
transaction is expected to be tax-free for First United stockholders. Each party
has granted the other an option to purchase up to 19.9% of its outstanding
shares in certain circumstances. BancorpSouth expects to incur related after-tax
merger and restructuring charges of approximately $20 million. The merger is
expected to be accretive to earnings in 2001.
First United, based in El Dorado, Ark., at year-end 1999 had $2.7 billion in
assets. It operates 11 affiliate banks and a non-bank subsidiary, First United
Trust Company N.A., from 69 banking locations with approximately 1,000 employees
in Arkansas, Louisiana and Texas. The company has a strong position in the major
markets it serves.
"We are dedicated to our communities, our employees and our shareholders. That
is why this merger is such a good fit. BancorpSouth, like First United, has
always been very close to the people and communities it serves," said
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James V. Kelley, Chairman of the Board, President and CEO of First United.
"BancorpSouth serves similar markets in Mississippi, Alabama and Tennessee to
the ones we serve in Arkansas, Louisiana and Texas. The level of technology and
information systems that BancorpSouth brings to this merger would enhance our
ability to identify and meet the needs of our customers. BancorpSouth is an
ideal partner for us."
"First United's dedicated staff has earned a reputation for expertise and
service in its market area. Our similarities are many, and the merging of our
companies is an excellent opportunity for us all. Just like First United, we
take pride in the fact that we are close to the communities we serve," said
Aubrey B. Patterson, Chairman and CEO of BancorpSouth. "We both understand the
importance of building long lasting relationships with our customers. In fact,
our success and profitability depend on our ability to add value in the lives of
our stakeholders - our employees, our shareholders and our customers. By uniting
our energies, our bank will leave a regional footprint over six states."
Kelley would become president and chief operating officer of BancorpSouth after
the merger, while Patterson would continue as Chairman and CEO. On a combined
basis, BancorpSouth would have 13 members on its board of directors, of which
four would come from the current First United Board.
The definitive agreement with regard to the transaction has been signed. Each
party performed due diligence on the other during the week of April 10th. An
additional three-week due diligence period will commence upon the announcement
of the transaction during which either party will have the right to terminate
the transaction only in the event of a material difference in expectations based
upon information presented in the companies' 10-Ks for 1999.
The combined company would have assets of approximately $8.6 billion, deposits
of $7.25 billion and shareholders' equity of $758 million. It would operate in
Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas. The merger would
make BancorpSouth the largest Mississippi-based banking company in terms of
total assets.
Headquartered in Tupelo, Miss., BancorpSouth is a financial services company
with $5.8 billion in assets operating 167 banking and mortgage locations and 170
ATMs in 87 Mississippi, Tennessee and Alabama communities. The Company also
provides investment services through its subsidiary, BancorpSouth Investment
Services Inc. and insurance services through BancorpSouth Insurance Services.
BancorpSouth's common stock is traded on the New York Stock Exchange under the
symbol BXS.
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release may not be based on historical
facts and are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements may be
identified by their reference to a future period or periods or by the use of
forward-looking terminology, such as "anticipate," "believe," "estimate,"
"expect," "may," "might," "will," "would," or "intend." These forward-looking
statements include, without limitation, those relating to the Company's future
changes, the accretive effect of the merger, accounting and tax treatments of
the merger and the effects of the merger.
We caution you not to place undue reliance on the forward-looking statements
contained in this news release in that actual results could differ materially
from those indicated in such forward-looking statements, due to a variety of
factors. Those factors include, but are not limited to, failure to obtain
required shareholder or regulatory approvals, the companies' failure to
consummate the merger, inability to successfully integrate the companies after
the merger, materially adverse changes in the companies' financial conditions,
changes in economic conditions and government fiscal and monetary policies,
fluctuations in prevailing interest rates, the ability of the Company to compete
with other financial services companies, changes in the Company's operating or
expansion strategy, geographic concentration of the Company's assets, the
ability of the Company to attract, train, and retain qualified personnel, the
ability of the Company to effectively market its services and products, the
Company's dependence on existing sources of funding, and other factors generally
understood to affect the financial results of financial service companies, and
other risks detailed from time to time in the Company's news releases and
filings with the Securities and Exchange Commission.
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We undertake no obligation to update these forward-looking statements to reflect
events or circumstances that occur after the date on which such statements were
made.
This news release may be deemed to be solicitation material with respect to the
proposed merger of BancorpSouth and First United. First United and its directors
may be deemed to be participants in the solicitation of proxies with respect to
a shareholder meeting to be held in connection with such merger. First United's
directors include E. Larry Burrow, Claiborne P. Deming, Al Graves, Jr., Tommy
Hillman, James V. Kelley, Roy E. Ledbetter, Michael F. Mahony, Richard H. Mason,
Jack W. McNutt, George F. Middlebrook, III, R. Madison Murphy, Robert C. Nolan,
Cal Partee, Jr., Carolyn Tennyson and John D. Trimble, Jr. As of February 1,
2000, Claiborne P. Deming, R. Madison Murphy, Robert C. Nolan and Cal Partee,
Jr. were the beneficial owners, respectively, of approximately 393,290 (1.55%),
602,440 (2.38%), 531,756 (2.10%) and 465,506 (1.84%) shares of First United
Bancshares, Inc. common stock and each of the other directors of First United
beneficially owned less than 1% of the outstanding shares of First United common
stock. James V. Kelley has entered into a Stock Bonus Agreement and a Change of
Control Agreement with BancorpSouth which will be effective upon closing of the
merger.
In connection with the proposed merger, BancorpSouth will file a
registration statement on Form S-4 with the Securities and Exchange Commission.
Shareholders of BancorpSouth and First United are encouraged to read the
registration statement, including the joint proxy statement/prospectus that will
be part of the registration statement, because it will contain important
information about the merger, BancorpSouth and First United. After the
registration statement is filed with the SEC, it will be available for free,
both on the SEC's web site (www.sec.gov) and from BancorpSouth's and First
United's corporate secretaries.
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April 17, 2000
Securities and Exchange Commission
Document Control Filing Desk
Mail Stop 1-4
Washington, D.C. 20549
RE: Report on Form 8-K of First United Bancshares, Inc. (the
"Company")
Gentlemen:
Enclosed is the current report on Form 8-K of the Company. The report
is being filed electronically pursuant to Regulation S-T Item 101(a)(1)(iii).
Therefore, manual signatures have not been provided.
If any questions arise regarding the enclosed report on Form 8-K,
please feel free to contact me at your convenience at (501) 680-8800.
Sincerely yours,
/s/ Stan D. Smith
Stan D. Smith
SDS:pal
Enclosure
