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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:
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<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
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FIRST UNITED BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(BW)(FIRST-UNITED)(UNTD) First United Bancshares, Inc. Holds Annual
Stockholders' Meeting, Increases Annual Dividend Rate
Business Editors
EL DORADO, Ark.--(BUSINESS WIRE)-- May 23, 2000 --At the Annual Meeting
of Stockholders of First United Bancshares, Inc. (NASDAQ/NMS: UNTD) held today
at the First National Bank of El Dorado, all of the fourteen (14) nominees for
directors were elected for the ensuing year. They are: E. Larry Burrow,
Claiborne P. Deming, Al Graves, Jr., Tommy Hillman, James V. Kelley, 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.
Arthur Andersen LLP was re-appointed as the independent auditors of
First United for the 2000 fiscal year.
"In 1999, First United expanded its market in East Texas with the
purchase of East Texas National Bank in Marshall," stated James V. Kelley,
Chairman, President and CEO of First United. "With this acquisition, we
significantly increased our presence in this important part of the state."
"First United posted earnings of $33.5 million or $1.32 per share for
1999, a 10.5% increase over 1998 earnings of $30.3 million or $1.20 per share,"
continued Kelley. "Total assets grew 6% to $2.67 billion, while total deposits
rose 6% to $2.25 billion. Despite an increasingly competitive loan market, loans
grew by 10% to $1.49 billion. First United's return on average assets was 1.32%,
while return on average equity ended the year at 12.88%."
"First United announced a 16% increase in the quarterly cash dividend
rate from $0.12 1/2 per share to $0.14 1/2 per share. The dividend reflects the
normal increase and the premium to conform our dividend to that of BancorpSouth,
Inc. This is the ninth consecutive year we have increased the cash dividend
rate," said Kelley.
The Board of Directors of First United declared a quarterly dividend of
$0.14 1/2 per share on common stock. The dividend is payable June 30, 2000 to
shareholders of record as of June 9, 2000.
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, with $2.7 billion in assets, 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's stock is listed on the NASDAQ National Market System
under the symbol "UNTD."
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CONTACT: First United Bancshares, Inc., El Dorado
John G. Copeland, 870/863-3181
[email protected]
KEYWORD: ARKANSAS TEXAS LOUISIANA
INDUSTRY KEYWORD: BANKING
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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 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 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 of BancorpSouth and First
United. After the registration statement is filed with the SEC, it will be
available free of charge, both on the SEC's web site (www.sec.gov) and from
BancorpSouth's and First United's corporate secretaries.
