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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
FIRST UNITED BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
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<PAGE> 2
(BW)(FIRST-UNITED)(UNTD) First United Bancshares, Inc. Announces Second Quarter
Results
Business Editors
EL DORADO, Ark.--(BUSINESS WIRE)--July 17, 2000--James V. Kelley,
Chairman, President and Chief Executive Officer of First United Bancshares,
Inc. (NASDAQ/NMS: UNTD), has reported financial results for the quarter ended
June 30, 2000.
Net income before merger-related expenses was $8.8 million or $0.35
per share for the three months ended June 30, 2000 as compared to $8.4 million
or $0.33 per share for the same period last year. Including merger-related
expenses, net income for the quarter ended June 30, 2000 was $8.1 million or
$0.32 per share.
Net income before merger-related expenses was $17.3 million or $0.68
per share for the first six months of 2000 as compared to $16.5 million or
$0.65 per share for the same period in 1999. Net income including
merger-related expenses for the six months ended June 30, 2000 was $16.6
million or $0.65 per share.
"Second quarter earnings before deducting merger-related expenses were
again right on target and show a $0.02 per share increase from 1999," stated
Kelley. "This is also an increase in earnings of $0.01 per share over the first
quarter of 2000."
Total assets at the end of the period were $2.68 billion, an increase
of approximately 5.6% when compared with $2.54 billion at June 30, 1999.
Total deposits at June 30, 2000 were $2.21 billion, while total gross
loans for the same period were $1.55 billion.
The annualized return on average assets for the six months period was
1.23% and return on average equity was 12.02% on an annualized basis, compared
with 1.33% and 13.01%, respectively, for the same period in 1999.
Shareholders' equity rose approximately 4.3% to $267.5 million at June
30, 2000 compared with $256.5 million at June 30, 1999.
Book value per share at June 30, 1999 was $10.57 compared with $10.14
at June 30 of last year.
First United is a multi-bank holding company with a non-bank
subsidiary, First United Trust Company, N.A., serving 39 communities in
Arkansas, Texas and Louisiana.
First United has signed a definitive agreement to merge with
BancorpSouth, Inc., a $5.8 billion bank holding company located in Tupelo,
Mississippi. Also, First United has signed a definitive agreement to purchase
Texarkana First Financial Corporation, the parent company of First Federal
Savings & Loan in Texarkana, Arkansas which has assets of $206 million.
First United's stock is listed on the NASDAQ National Market System
under the symbol "UNTD."
<PAGE> 3
FIRST UNITED BANCSHARES, INC. CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30,
2000 1999
<S> <C> <C>
ASSETS
CASH AND DUE FROM BANKS $ 93,961 $ 80,881
SHORT-TERM INVESTMENTS 18,734 57,189
SECURITIES AVAILABLE-FOR-SALE 739,850 751,553
INVESTMENT SECURITIES 188,336 203,358
TOTAL LOANS 1,554,341 1,372,501
UNEARNED DISCOUNT (3,024) (4,696)
ALLOWANCE FOR LOAN LOSSES (19,181) (17,636)
NET LOANS 1,532,136 1,350,169
PREMISES AND EQUIPMENT 42,483 42,374
GOODWILL 14,883 9,787
OTHER REAL ESTATE 2,959 1,803
OTHER ASSETS 46,027 39,702
------------ ------------
TOTAL ASSETS $ 2,679,369 $ 2,536,816
LIABILITIES
DEPOSITS:
DEMAND $ 353,542 $ 315,060
SAVINGS AND INTEREST-BEARING DEMAND 611,466 585,283
TIME 1,245,742 1,223,445
TOTAL DEPOSITS 2,210,750 2,123,788
SHORT-TERM BORROWINGS 151,736 110,322
OTHER LIABILITIES 10,853 23,419
NOTES PAYABLE 38,531 22,775
------------ ------------
TOTAL LIABILITIES 2,411,870 2,280,304
CAPITAL ACCOUNTS
PREFERRED STOCK (PAR VALUE OF $1.00;
500 SHARES AUTHORIZED IN 1999 AND
1998, NONE OUTSTANDING) 0 0
COMMON STOCK (PAR VALUE OF $1.00;
50,000 SHARES AUTHORIZED; 25,297
AND 25,294 SHARES ISSUED AND
OUTSTANDING IN 2000 AND 1999,
RESPECTIVELY) 25,297 25,294
SURPLUS 26,665 26,610
UNDIVIDED PROFITS 231,556 211,142
ACCUMULATED OTHER COMPREHENSIVE INCOME (16,019) (6,534)
------------ ------------
TOTAL CAPITAL ACCOUNTS 267,499 256,512
TOTAL LIABILITIES AND CAPITAL ACCOUNTS $ 2,679,369 $ 2,536,816
</TABLE>
<PAGE> 4
FIRST UNITED BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
2000 1999
<S> <C> <C>
INTEREST INCOME
INTEREST AND FEES ON LOANS $ 34,150 $ 30,241
INTEREST ON SECURITIES - TAXABLE 12,795 11,556
- NON-TAXABLE 1,946 1,892
INTEREST ON FEDERAL FUNDS SOLD AND
SECURITIES PURCHASED UNDER AGREEMENTS
TO RESELL 445 734
INTEREST ON DEPOSITS IN BANKS 173 244
------------ ------------
TOTAL INTEREST INCOME 49,509 44,667
INTEREST EXPENSE
INTEREST ON DEPOSITS 21,376 18,851
INTEREST ON FEDERAL FUNDS PURCHASED
AND SECURITIES SOLD UNDER AGREEMENTS
TO REPURCHASE 2,161 996
INTEREST ON NOTES PAYABLE 228 346
------------ ------------
TOTAL INTEREST EXPENSE 23,765 20,193
NET INTEREST INCOME 25,744 24,474
PROVISION FOR LOAN LOSSES 263 487
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 25,481 23,987
OTHER INCOME
SERVICE CHARGES ON DEPOSIT ACCOUNTS 2,985 2,630
TRUST INCOME 660 645
SECURITY GAINS (LOSSES) (7) 26
OTHER OPERATING INCOME 1,348 1,417
------------ ------------
TOTAL OTHER INCOME 4,986 4,718
OTHER EXPENSE
SALARIES 7,507 6,964
PENSION AND OTHER EMPLOYEE BENEFITS 2,301 2,152
NET OCCUPANCY EXPENSE 1,355 1,291
EQUIPMENT EXPENSE 1,098 1,109
DATA PROCESSING EXPENSE 1,000 1,120
MERGER-RELATED EXPENSES 793 0
OTHER OPERATING EXPENSES 4,463 4,062
------------ ------------
TOTAL OTHER EXPENSE 18,517 16,698
INCOME BEFORE INCOME TAX EXPENSE 11,950 12,007
INCOME TAX EXPENSE 3,887 3,625
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NET INCOME $ 8,063 $ 8,382
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EARNINGS PER SHARE:
BASIC $ 0.32 $ 0.33
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DILUTED $ 0.32 $ 0.33
------------ ------------
CASH DIVIDENDS PER SHARE $ 0.145 $ 0.125
------------ ------------
AVERAGE SHARES ISSUED AND OUTSTANDING 25,297 25,294
</TABLE>
<PAGE> 5
FIRST UNITED BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
2000 1999
<S> <C> <C>
INTEREST INCOME
INTEREST AND FEES ON LOANS $ 67,181 $ 60,405
INTEREST ON SECURITIES - TAXABLE 25,194 22,891
- NON-TAXABLE 3,876 3,762
INTEREST ON FEDERAL FUNDS SOLD AND
SECURITIES PURCHASED UNDER AGREEMENTS
TO RESELL 1,232 1,616
INTEREST ON DEPOSITS IN BANKS 423 448
------------ ------------
TOTAL INTEREST INCOME 97,906 89,122
INTEREST EXPENSE
INTEREST ON DEPOSITS 42,016 37,776
INTEREST ON FEDERAL FUNDS PURCHASED
AND SECURITIES SOLD UNDER AGREEMENTS
TO REPURCHASE 3,873 1,831
INTEREST ON NOTES PAYABLE 446 693
------------ ------------
TOTAL INTEREST EXPENSE 46,335 40,300
NET INTEREST INCOME 51,571 48,822
PROVISION FOR LOAN LOSSES 1,565 1,275
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 50,006 47,547
OTHER INCOME
SERVICE CHARGES ON DEPOSIT ACCOUNTS 5,780 5,025
TRUST INCOME 1,310 1,264
SECURITY GAINS (LOSSES) 153 213
OTHER OPERATING INCOME 2,706 2,994
------------ ------------
TOTAL OTHER INCOME 9,949 9,496
OTHER EXPENSE
SALARIES 14,926 13,934
PENSION AND OTHER EMPLOYEE BENEFITS 4,625 4,290
NET OCCUPANCY EXPENSE 2,692 2,558
EQUIPMENT EXPENSE 2,186 2,178
DATA PROCESSING EXPENSE 2,060 2,299
MERGER-RELATES EXPENSES 793 0
OTHER OPERATING EXPENSE 8,802 8,089
------------ ------------
TOTAL OTHER EXPENSE 36,084 33,348
INCOME BEFORE INCOME TAX EXPENSE 23,871 23,695
INCOME TAX EXPENSE 7,317 7,190
------------ ------------
NET INCOME $ 16,554 $ 16,505
------------ ------------
EARNINGS PER SHARE:
BASIC $ 0.65 $ 0.65
------------ ------------
DILUTED $ 0.65 $ 0.65
------------ ------------
CASH DIVIDENDS PER SHARE $ 0.27 $ 0.24
------------ ------------
AVERAGE SHARES ISSUED AND OUTSTANDING 25,297 25,294
</TABLE>
<PAGE> 6
FIRST UNITED BANCSHARES, INC. SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) SIX MONTHS ENDED
JUNE 30,
2000 1999
<S> <C> <C>
SELECTED AVERAGE BALANCES
TOTAL ASSETS $ 2,698,986 $ 2,506,687
EARNING ASSETS 2,524,002 2,355,999
LOANS, NET OF UNEARNED INCOME 1,508,468 1,328,588
TOTAL SECURITIES 930,669 924,054
TOTAL DEPOSITS 2,252,514 2,136,709
SHAREHOLDERS' EQUITY 277,018 255,924
SELECTED PERIOD END DATA
TOTAL ASSETS $ 2,679,369 $ 2,536,816
SECURITIES AVAILABLE-FOR-SALE 739,850 751,553
INVESTMENT SECURITIES 188,336 203,358
LOANS, NET 1,532,136 1,350,069
TOTAL DEPOSITS 2,210,750 2,123,788
SHAREHOLDERS' EQUITY 267,499 256,512
BOOK VALUE PER SHARE 10.57 10.14
TANGIBLE BOOK VALUE PER SHARE 10.62 10.01
NON-ACCRUAL LOANS 13,647 10,535
LOANS PAST DUE 90 DAYS+ 4,478 2,490
RESTRUCTURED LOANS 971 754
TOTAL NONPERFORMING LOANS 19,096 13,779
GROSS CHARGE-OFFS 1,094 954
RECOVERIES 472 317
PERFORMANCE RATIOS
RETURN ON AVERAGE ASSETS 1.23% 1.33%
RETURN ON AVERAGE EQUITY 12.02% 13.01%
NET INTEREST MARGIN (FTE) 4.30% 4.36%
ALLOWANCE FOR LOAN LOSSES TO LOANS 1.23% 1.29%
EQUITY TO ASSETS 10.52% 10.34%
LEVERAGE RATIO 10.02% 10.00%
TOTAL RISK-BASED CAPITAL 17.11% 18.01%
TIER I RISK-BASED CAPITAL RATIO 15.97% 16.83%
NONPERFORMING LOANS TO TOTAL LOANS 1.23% 1.00%
NET CHARGE-OFFS (RECOVERIES) TO
AVERAGE LOANS, NET OF UNEARNED INCOME .04% .05%
EFFICIENCY RATIO (INCLUDES GOODWILL AMORTIZATION) 55.38% 55.20%
MISCELLANEOUS
NET INTEREST INCOME (FTE) $ 53,933 $ 50,918
INTANGIBLE ASSETS - GOODWILL 14,883 9,787
PURCHASED MORTGAGE SERVICING RIGHTS 545 740
MORTGAGE LOAN SERVICING PORTFOLIO 109,559 130,454
TOTAL TRUST ASSETS (IN MILLIONS)
-DISCRETIONARY 481,688 463,060
-NON-DISCRETIONARY 143,778 137,131
-BOND ISSUES 99,246 66,354
TIER I CAPITAL 268,635 253,259
TIER II CAPITAL 19,181 17,736
RISK WEIGHTED ASSETS 1,681,754 1,504,684
COMMON STOCK CLOSING PRICE (NASDAQ) 15.188 18.625
</TABLE>
-- 30 --
CONTACT: FIRST UNITED BANCSHARES, INC., EL DORADO
JOHN G. COPELAND, 870/863-3181
[email protected]
KEYWORD: ARKANSAS TEXAS LOUISIANA
INDUSTRY KEYWORD: BANKING EARNINGS
<PAGE> 7
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
benefits, prospects and completion 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 or delay in obtaining 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 First United to compete with other
financial services companies, changes in First United's operating or expansion
strategy, geographic concentration of First United's assets, the ability of
First United to attract, train, and retain qualified personnel, the ability of
First United to effectively market its services and products, First United'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 First United's news releases and
filings with the Securities and Exchange Commission. 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 Texarkana First Financial Corporation ("Texarkana First
Financial") and First United and the proposed merger of BancorpSouth, Inc.
("BancorpSouth") and First United. First United and its directors may be deemed
to be participants in the solicitation of proxies with respect to the
shareholders meetings to be held in connection with such mergers. Information
concerning the participants in the solicitation is set forth in the definitive
proxy statement filed by First United with the Securities and Exchange
Commission on April 19, 2000 for its 2000 annual meeting of shareholders. James
V. Kelley, the Chairman, President and CEO, and a director, of First United has
entered into a Stock Bonus Agreement and Change of Control Agreement with
BancorpSouth which will be effective upon closing of the merger with
BancorpSouth. In connection with the proposed merger of Texarkana First
Financial and First United, Texarkana First Financial will file a proxy
statement with the Securities and Exchange Commission. Shareholders of
Texarkana First Financial are encouraged to read the proxy statement, because
it will contain important information about the merger of Texarkana First
Financial and First United. After the proxy statement is filed with the SEC, it
will be provided to the Texarkana First Financial shareholders in connection
with their shareholders meeting and will be available free of charge, both on
the SEC's web site (www.sec.gov) and from Texarkana First Financial's corporate
secretary. In connection with the proposed merger of BancorpSouth and First
United, BancorpSouth has filed 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 of BancorpSouth
and First United. The registration statement is available free of charge, both
on the SEC's web site (www.sec.gov) and from BancorpSouth's and First United's
corporate secretaries.
