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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION,
JUNE 27, 2000 CONTACT: JOHN M. MENDEZ
AT (540) 326-9000
SAMUEL L. ELMORE
AT (304) 252-9400
FIRST COMMUNITY BANCSHARES, INC. AND CITIZENS
SOUTHERN BANK, INC. ANNOUNCE MERGER AGREEMENT
BLUEFIELD, VA - Jack H. Allison, Chairman of the Board of Citizens Southern
Bank, Inc. in Beckley, West Virginia, and William P. Stafford, Chairman of the
Board of First Community Bancshares, Inc., have announced the execution of a
Definitive Agreement providing for the merger of Citizens Southern Bank, Inc.
with and into First Community Bank, N. A., headquartered in Bluefield, Virginia.
The merger will be accomplished through the exchange of 1.74 shares of First
Community Bancshares, Inc. Common Stock for each share of Citizens Southern
Common Stock in a tax-free exchange. The merger, which is pending regulatory
approval as well as approval by the shareholders of Citizens Southern, is
expected to be completed early in the Fourth Quarter of 2000. The transaction,
currently valued at over $7 million, will be accounted for as a purchase
transaction and will result in Citizens Southern becoming part of the $1.1
billion First Community Bank, N. A., which currently ranks as the third largest
bank headquartered in the Commonwealth of Virginia. First Community Bank
presently operates from 31 full service locations throughout the three-state
region of Virginia, West Virginia, and North Carolina. West Virginia, however,
accounts for the largest portion of First Community Bank's operations with West
Virginia banking assets of over $665 million.
Chairman Allison expressed his enthusiasm for the proposed merger,
noting that Citizens' rapid growth over the last five years has outpaced growth
in the bank's capital and the affiliation with First Community will provide
continued opportunities for the bank in the Beckley market and the South Central
West Virginia region with significantly increased lending opportunities, as well
as other opportunities to grow the banking operations. Citizens Southern was
organized in 1995 by a group of Beckley area
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businessmen and professionals who saw potential for a locally owned and operated
banking organization. Allison noted that the affiliation with First Community
offers the opportunity to continue the bank's focus on the Beckley region with
strong community based decisions and enhanced product and lending opportunities.
John M. Mendez, President and Chief Executive Officer of First
Community Bancshares, noted that the Board of Citizens Southern has done an
exceptional job establishing the bank in the Beckley market and has demonstrated
its ability to grow the bank through its strong service-oriented approach.
Mendez further noted that Samuel L. Elmore, Chief Executive Officer for
Citizens, will remain in the Beckley market and will assume full responsibility
for retail and business banking services in Beckley, as well as new duties as
Vice President and Regional Director for First Community Bank's South Central
West Virginia region. Mendez stated that Elmore has been a leading banker in the
Beckley area for many years and both Elmore and the Citizens' Board members will
be an important part of the bank's continued growth and success in the Beckley
market.
Mr. Elmore noted that this transaction provides for a substantial
enhancement to the liquidity of Citizens' stock and upon consummation makes its
shareholders immediately eligible to participate in stockholder dividends as
declared by the First Community Board. The current indicated dividend rate for
First Community would provide an annual pro forma dividend to Citizens'
shareholders of approximately $1.60 per Citizen Southern share.
Citizens Southern is a $65 million state-chartered bank with two
offices located in Beckley, West Virginia. First Community Bancshares, Inc., the
parent holding company for First Community Bank, N. A., presently reports total
resources of $1.1 billion. First Community was recently highlighted in the ABA
Banking Journal's "Banking's Top Performers," which ranked the top 100 banks in
the nation with First Community ranking 84th among banks with resources of $1
billion or more on the strength of its 16.23% return on equity for the 1999
fiscal year. First Community Bancshares, Inc. Common Stock is traded under the
symbol FCBC.OB with daily bid and ask quotations on the NASDAQ Level III
Billboard. Baxter Fentriss and Company acted as financial advisor to Citizens
Southern.
