<PAGE> 1
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)
- --------------------------------------------------------------------------------
(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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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
The Annual Meeting of the Stockholders of First United Bancshares, Inc.
("First United") is to be held at the First National Building, El Dorado,
Arkansas, on May 23, 2000 at 2:00 p.m. Central Daylight Time. As part of the
presentation to stockholders, certain materials will be presented which relate
to the proposed merger of First United with and into BancorpSouth, Inc.
("BancorpSouth") pursuant to the Agreement and Plan of Merger, dated April 16,
2000, entered into by First United and BancorpSouth. Copies of presentation
materials used in connection with the Annual Meeting ("Annual Meeting
Presentation Materials") are attached hereto as Exhibit 99.1 and are
incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
Certain statements contained in these Annual Meeting Presentation
Materials 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 First United'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 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.
These Annual Meeting Presentation Materials 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. 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. 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 free of charge, both on the SEC's web site (www.sec.gov) and from
BancorpSouth's and First United's corporate secretaries.
This filing is being made in connection with Regulation of Takeovers
and Security Holder Communications (Release No. 33-7760, 34-42055) promulgated
by the Securities and Exchange Commission which became effective January 24,
2000.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99.1 Annual Meeting Presentation Materials
</TABLE>
<PAGE> 1
EXHIBIT 99.1
ANNUAL MEETING PRESENTATION MATERIALS
<PAGE> 2
[PHOTO OF THE COVER PAGE OF FIRST UNITED
BANCSHARES, INC.'S 1999 ANNUAL REPORT TO
STOCKHOLDERS WHICH IS TITLED "FIRST UNITED
BANCSHARES, INC. ANNUAL REPORT 1999"]
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<PAGE> 3
FIRST UNITED BANCSHARES, INC.
[Graph - a line graph titled "Total Assets" which
discloses (in millions) the total assets of First
United as $1,336, $1,531, $1,938, $2,516, and $2,666
for the years ending December 31, 1995, 1996, 1997,
1998, and 1999, respectively.]
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<PAGE> 4
FIRST UNITED BANCSHARES, INC.
EAST TEXAS NATIONAL BANK
MARSHALL, TEXAS
<TABLE>
<S> <C>
Purchase Date July 9, 1999
Loans $ 75,000,000
Deposits $100,000,000
Core Deposit Premium $ 7,000,000
</TABLE>
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<PAGE> 5
FIRST UNITED BANCSHARES, INC.
FIRST UNITED - TFFC PRO FORMA
MARCH 31, 2000
<TABLE>
<CAPTION>
First United TFFC Pro Forma
------------ ---- ---------
<S> <C> <C> <C>
Total Assets $2,715,907 $206,487 $2,922,394
Loans 1,486,821 169,613 1,656,434
Deposits 2,270,691 153,123 2,423,814
</TABLE>
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<PAGE> 6
FIRST UNITED LOCATIONS
FIRST FEDERAL SAVINGS & LOAN
<TABLE>
<CAPTION>
LEGEND
Banks
<S> <C>
1. DeQueen [Watermark of State Outlines of
2. Nashville Arkansas, Louisiana and Texas with
3. Ashdown the number of the locations of the
4. Hope First Federal Savings & Loan
5. Texarkana Association of Texarkana banks in
the left column pinpointed at their
respective location in Arkansas and
each bank location of First United
pinpointed.]
</TABLE>
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<PAGE> 7
FIRST UNITED BANCSHARES, INC.
1999 EARNINGS
$33,458,000
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<PAGE> 8
FIRST UNITED BANCSHARES, INC.
Originally Reported
EARNINGS PER SHARE
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C>
$1.20 $1.32
</TABLE>
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<PAGE> 9
FIRST UNITED BANCSHARES, INC.
Originally Reported
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Return on Assets 1.26% 1.32%
Return on Equity 12.64% 12.88%
</TABLE>
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<PAGE> 10
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Return on Assets" which
discloses for the year ending December 31, 1999 the
return on assets of First United under the label
"FUB" at 1.32% and those of three (3) distinct peer
groups. The peer group information was obtained based
on peer groups formulated by Stifel, Nicolaus &
Company, Incorporated ("Stifel"), the Federal Deposit
Insurance Corporation ("FDIC"), and SNL Securities
("SNL"). The peer group information from Stifel
consists of 9 bank holding companies of comparable
size to First United, is labeled in the bar graph as
"Stifel," and reflects a return on assets of 1.27%.
The peer group information labeled "FDIC" in the bar
graph consists of 159 bank holding companies
contained in a Bank Holding Company Performance
Report - Peer Group 3 prepared by the FDIC and
reflects a 1.16% return on assets. The peer group
information provided by SNL consists of 116 bank
holding companies comparable to First United, is
labeled in the bar graph as "SNL," and reflects a
return on assets of 1.14%]
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<PAGE> 11
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Return on Equity" which
discloses for the year ended December 31, 1999 the
return of equity of First United under the label of
"FUB" at 12.88% and three (3) peer groups under
separate identifying labels as follows: Stifel -
14.67%, FDIC - 13.67%, and SNL - 13.62%.]
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<PAGE> 12
FIRST UNITED BANCSHARES, INC.
Restated
EQUITY/ASSETS
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C>
9.96% 10.16% 9.74%
</TABLE>
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<PAGE> 13
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Equity/Assets" which
discloses for the year ended December 31, 1999 the
ratio of equity to assets of First United under the
label "FUB" at 9.74% and three (3) peer groups under
separate identifying labels as follows: Stifel -
7.21%, FDIC - 8.19%, and SNL - 7.97%.]
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<PAGE> 14
FIRST UNITED BANCSHARES, INC.
Originally Reported
EFFICIENCY RATIO
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C>
56.09% 55.90% 55.50%
</TABLE>
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<PAGE> 15
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Efficiency Ratio" which
discloses for the year ended December 31, 1999 the
efficiency ratio of First United under the label
"FUB" at 55.50% and three (3) peer groups under
separate identifying labels as follows: Stifel -
63.19%, FDIC - 59.65%, and SNL - 56.92%.]
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<PAGE> 16
FIRST UNITED BANCSHARES, INC.
LOAN AND DEPOSIT GROWTH
<TABLE>
<CAPTION>
(thousands) 1998 1999 % Increase
---- ---- ----------
<S> <C> <C> <C>
Loans $1,353,161 $1,488,406 9.99%
Deposits $2,133,951 $2,251,631 5.51%
</TABLE>
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<PAGE> 17
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Loan to Deposit Ratio"
which discloses for the year ended December 31, 1999
the loan to deposit ratio of First United under label
"FUB" at 66.10% and two (2) peer groups under
separate identifying labels as follows: Stifel -
83.95% and FDIC - 85.19%.]
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<PAGE> 18
FIRST UNITED BANCSHARES, INC.
Originally Reported
NET INTEREST MARGIN
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C>
4.45% 4.34% 4.41%
</TABLE>
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<PAGE> 19
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Net Interest Margin"
which discloses for the year ended December 31, 1999
the net interest margin of First United under label
"FUB" at 4.41% and three (3) peer groups under
separate identifying labels as follows: Stifel -
4.54%, FDIC - 4.33%, and SNL - 4.30%.]
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<PAGE> 20
FIRST UNITED BANCSHARES, INC.
[Graph - a bar graph titled "Fee Income" which
discloses First United's fee income (in thousands) to
be $18,057, $17,814, and $19,424 for the years ended
December 31, 1997, 1998, and 1999, respectively.]
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<PAGE> 21
FIRST UNITED BANCSHARES, INC.
INCOME AS A % OF ASSETS (FTE)
<TABLE>
<S> <C>
Interest Income 7.41%
Interest Expense -3.28%
------
Net Interest Income 4.13%
Non Interest Income .77%
Non Interest Expense -2.84%
------
Gross Income 2.06%
Tax Expense - .74%
------
Return on Assets 1.32%
======
</TABLE>
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<PAGE> 22
FIRST UNITED BANCSHARES, INC.
PEER GROUP COMPARISON
DECEMBER 31, 1999
<TABLE>
<CAPTION>
EFFICIENCY GROSS
ROA ROE RATIO EXPENSE EQUITY
----- ------ ---------- -------- ------
<S> <C> <C> <C> <C> <C>
FUB 1.32% 12.88% 55.50% 2.68% 9.74%
Stifel 1.27% 14.67% 63.19% 3.09% 7.21%
FDIC 1.16% 13.67% 59.65% 3.33% 8.19%
SNL 1.14% 13.62% 56.92% n/a 7.97%
</TABLE>
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<PAGE> 23
FIRST UNITED BANCSHARES, INC.
COMPARATIVE MARKET INFORMATION
AS OF APRIL 28, 2000
<TABLE>
<S> <C>
Shares Outstanding 25,297,444
Price as of April 28, 2000 $ 16.438
Market Value of Common (millions) $ 415.84
52-Week High $ 18.625
52-Week Low $ 10.25
</TABLE>
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<PAGE> 24
FIRST UNITED BANCSHARES, INC.
[Graph - a line graph titled "Stock Performance vs. Peer - 1999"
which discloses the stock price of First United and Stifel Peer
Group at 75% and 88%, respectively as of December 31, 1999 of the
respective stock prices at January 1, 1999.]
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<PAGE> 25
FIRST UNITED BANCSHARES, INC.
PRICE/1999 EARNINGS PER SHARE
<TABLE>
<CAPTION>
1998 1999
------ ------
<S> <C> <C>
FUB 12.71x 11.41x
Stifel 14.44x 10.80x
</TABLE>
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<PAGE> 26
FIRST UNITED BANCSHARES, INC.
2000
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<PAGE> 27
FIRST UNITED BANCSHARES, INC.
Y2K
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<PAGE> 28
FIRST UNITED BANCSHARES, INC.
FIRST QUARTER RESULTS
<TABLE>
<CAPTION>
1999 2000
----------- -----------
<S> <C> <C>
EPS $ 0.32 $ 0.34
Assets 2,505,516 2,715,907
Loans 1,328,761 1,486,821
</TABLE>
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<PAGE> 29
FIRST UNITED BANCSHARES, INC.
BXS & UNTD
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<PAGE> 30
FIRST UNITED BANCSHARES, INC.
[PHOTO OF THE COVER PAGE OF BANCORPSOUTH, INC.'S 1999 ANNUAL
REPORT TO STOCKHOLDERS WHICH IS TITLED "BANCORPSOUTH 1999 ANNUAL
REPORT"]
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<PAGE> 31
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH AT A GLANCE
o Corporate Headquarters: Tupelo, Mississippi
o States: Mississippi, Tennessee, Alabama
o Locations: 167 Offices, 165 ATMs
o Assets: $5.8 Billion
o Product Lines: Commercial and retail banking, personal and corporate
trust. Wholly-owned subsidiaries offer consumer lending, credit life
insurance, investment brokerage, and insurance products.
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<PAGE> 32
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH MARKET PROFILE
BancorpSouth is a financial services
retailer offering a broad array of
banking, investment and insurance
services, with retail offices in
[WATERMARK OF THE STATE OUTLINES OF Mississippi, Tennessee and Alabama.
ALABAMA, MISSISSIPPI AND TENNESSEE WITH
EACH BANK LOCATION OF BANCORPSOUTH IN * $5.8 billion in assets
THOSE STATES PINPOINTED.]
* 167 locations
* 156 traditional, 11 in-store
* 165 ATMs
* 13 Series 7 Brokers
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<PAGE> 33
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH, INC.
Technologically Advanced
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<PAGE> 34
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH, INC.
WHAT'S NOT IN THEIR ANNUAL REPORT?
o Commitment to Community Banking
o Commitment to Employees
o Commitment to Customers
o Commitment to Shareholders
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<PAGE> 35
FIRST UNITED BANCSHARES, INC.
COMBINED LOCATION MAP
[WATERMARK OF THE STATE OUTLINES OF ALABAMA,
ARKANSAS, FLORIDA, GEORGIA, LOUISIANA, KENTUCKY,
MISSISSIPPI, OKLAHOMA, TENNESSEE AND TEXAS WITH
EACH BANK LOCATION OF BOTH FIRST UNITED AND
BANCORPSOUTH PINPOINTED.]
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<PAGE> 36
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH, INC.
$9 Billion Mid-South Bank
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<PAGE> 37
FIRST UNITED BANCSHARES, INC.
ENTRY INTO ATTRACTIVE NEW MARKETS
Diversified, growing markets with average median income growth rates
above the national average of 12.2%
<TABLE>
<CAPTION>
Market Share Median Income Major
Deposits Rank Growth Rate Industries
-------- ------------ --------------- ----------
<S> <C> <C> <C> <C>
Tupelo, MS $ 433.4 1 24.2% Mfg./Healthcare
Hattiesburg, MS 408.4 1 14.0 Education/Healthcare
Jackson, TN 288.1 1 18.7 Mfg./Retail Services
Fort Smith, AR-OK 469.3 2 13.1 Healthcare/Light Mfg.
Jackson, MS 486.6 3 16.4 Telecom/Government
Biloxi-Gulfport, MS 255.8 4 15.4 Tourism/Military
Memphis, TN-AR-MS 488.0 6 15.3 Distribution Center
Shreveport-Bossier City, LA 104.8 6 14.8 Tourism/Energy
Monroe, LA 74.3 6 12.4 Agriculture/Education
Birmingham, AL 206.3 11 15.9 Manufacturing
</TABLE>
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<PAGE> 38
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH, INC.
Continued Involvement in
Decision Making
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<PAGE> 39
FIRST UNITED BANCSHARES, INC.
-----------------------------
CASH DIVIDEND INCREASE
<TABLE>
<CAPTION>
Annual Quarterly
------ ---------
<S> <C> <C>
Old Rate $0.50 $0.12 1/2
New Rate $0.58 $0.14 1/2
% Increase 16%
</TABLE>
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<PAGE> 40
FIRST UNITED BANCSHARES, INC.
BANCORPSOUTH, INC.
First United History
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<PAGE> 41
[PHOTO OF THE COVER PAGE OF FIRST UNITED BANCSHARES, INC.'S
1999 ANNUAL REPORT TO STOCKHOLDERS WHICH IS TITLED "FIRST
UNITED BANCSHARES, INC. ANNUAL REPORT 1999"]
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<PAGE> 42
APPENDIX
TO
ANNUAL MEETING PRESENTATION MATERIALS
This Appendix is provided in accordance with Regulation S-T, Item 304.
Graphic and Image Material. It relates to the materials to be presented
("Presentation Materials") at the May 23, 2000 Annual Meeting of Stockholders of
First United Bancshares, Inc. ("First United"). A description of all such
graphic and image information is contained in the body of the Presentation
Materials and is intended to provide a fair and accurate narrative description
of such information. Set forth below is a listing of the graphic and image
information with a cross-reference to the narrative discussion.
1. Page 1 contains a photo of the Cover Page of First United's 1999 Annual
Report to Stockholders.
2. Page 2 of the Presentation Materials contains a line graph entitled
"Total Assets."
3. Page 5 of the Presentation Materials contains a watermark of the state
outlines of Arkansas, Louisiana and Texas with the number of the locations of
First Federal Savings & Loan Association of Texarkana banks listed on the left
pinpointed at their respective location in Arkansas and each bank location of
First United pinpointed.
4. Page 9 of the Presentation Materials contains a bar graph entitled
"Return on Assets."
5. Page 10 of the Presentation Materials contains a bar graph entitled
"Return on Equity."
6. Page 12 of the Presentation Materials contains a bar graph entitled
"Equity/Assets."
7. Page 14 of the Presentation Materials contains a bar graph entitled
"Efficiency Ratio."
8. Page 16 of the Presentation Materials contains a bar graph entitled
"Loan to Deposit Ratio."
9. Page 18 of the Presentation Materials contains a bar graph entitled "Net
Interest Margin."
10. Page 19 of the Presentation Materials contains a bar graph entitled
"Fee Income."
11. Page 23 of the Presentation Materials contains a line graph entitled
"Stock Performance vs. Peer - 1999."
12. Page 29 of the Presentation Materials contains a photo of the Cover
Page of BancorpSouth, Inc.'s ("BancorpSouth") 1999 Annual Report to
Stockholders.
13. Page 31 of the Presentation Materials contains a watermark of the state
outlines of Alabama, Mississippi and Tennessee with each bank location of
BancorpSouth in those states pinpointed.
14. Page 34 of the Presentation Materials contains a watermark of the state
outlines of Alabama, Arkansas, Florida, Georgia, Louisiana, Kentucky,
Mississippi, Oklahoma, Tennessee and Texas with each bank location of both First
United and BancorpSouth pinpointed.
15. Page 40 of the Presentation Materials contains a photo of the cover
Page of First United's 1999 Annual Report to Stockholders.
