<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.
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE> 2
Financial Contact: BancorpSouth, L. Nash Allen, 662-680-2330
First United, John Copeland, 870-863-3181
Media Contact: BancorpSouth: Harry Baxter, 662-680-2410
Randy Burchfield, 662-680-2216
First United, Cindy Alphin, 870-863-3181
FOR IMMEDIATE RELEASE May 9, 2000
BANCORPSOUTH AND FIRST UNITED BANCSHARES ANNOUNCE
COMPLETION OF POST-SIGNING DUE DILIGENCE
EL DORADO, ARK. - May 9, 2000 -First United Bancshares, Inc. (NASDAQ: UNTD)
announced today that officials at BancorpSouth, Inc. (NYSE: BXS) and First
United have completed the post-signing due diligence period permitted under
their definitive Merger Agreement.
Aubrey B. Patterson, Chairman and CEO of BancorpSouth, said, "Since we entered
into the Merger Agreement with First United on April 16, 2000, we have conducted
an extensive due diligence review of First United and its operations. We are
pleased to report that we continue to believe that this merger is in the best
interests of the shareholders of both companies and that we remain optimistic
about the prospects of this merger."
James V. Kelley, Chairman of the Board, President and CEO of First United, said,
"The due diligence has been completed and, as expected, we are very pleased
with the results. We are looking forward to the completion of the merger with
BancorpSouth."
###
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
<PAGE> 3
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 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.
###
