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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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(BW)(FIRST-UNITED)(UNTD) First United Bancshares, Inc. Announces Affiliation
with Texarkana First Financial Corporation
Business Editors
EL DORADO, Ark.--(BUSINESS WIRE)--May 15, 2000-James V. Kelley,
Chairman, President and Chief Executive Officer of First United Bancshares, Inc.
(NASDAQ/NM: UNTD), and James McKinney, Chairman and Chief Executive Officer of
Texarkana First Financial Corporation (AMEX:FTF) ("Texarkana First Financial")
announced today the signing of an agreement to merge the two companies, pending
approval by Texarkana First Financial's shareholders and the applicable state
and federal regulatory authorities.
Texarkana First Financial is the parent company of First Federal
Savings & Loan Association of Texarkana, Arkansas which operates locations in
Ashdown, DeQueen, Hope, Nashville, and Texarkana, Arkansas. At March 31, 2000,
Texarkana First Financial, with total assets of $206 million, reported total
loans of $171 million and total deposits of $153 million.
First United will acquire all the outstanding stock of Texarkana First
Financial for $37.5 million in cash, which equals $23.35 per outstanding share.
The transaction will be accounted for as a purchase and management anticipates
the earnings impact will be accretive to 2000 operating results. First United
anticipates that this transaction will close in the third quarter of 2000.
"This acquisition is a natural fit for us because of our present
locations in Texarkana, Texas and Hope, Arkansas," stated Kelley. "We are
impressed with their management and staff and their commitment to the markets
they serve."
"We are excited about the opportunity to associate with First United" stated
McKinney. "First United and we share a commitment to customer service as well as
to our communities. The proposed transaction will enable us to expand the
breadth of our services."
First United is a $2.7 billion 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.
First United's common stock is listed on the NASDAQ National Market
System under the symbol "UNTD" and Texarkana First Financial's common stock is
listed on the American Stock Exchange under the symbol "FTF."
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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 and First United. First United and
its directors may be deemed to be participants in the solicitation of proxies
with respect to a shareholders meeting to be held in connection with such
merger. 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. In connection with the proposed merger, 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,
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.
