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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST COMMUNITY 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>
FIRST COMMUNITY BANCSHARES, INC.
210 East Harriman
Bargersville, IN 46106
(317) 422-5171
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
May 19, 1999
The Annual Meeting of Shareholders of FIRST COMMUNITY BANCSHARES, INC., (the
"Company"), will be held at the Comfort Inn, 150 FDR Drive, North Vernon,
Indiana, on May 19, 1999, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors to serve three year terms expiring in 2002 or
until a successor is elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on March 18, 1999 will be
entitled to vote at the meeting.
By Order of the Board of Directors
/s/ Frank D. Neese
---------------------------
Frank D. Neese, Secretary
Bargersville, Indiana
April 22,1999
Your Vote is Important! Please mail your Proxy Promptly
*******************************************************
In order that there may be proper representation at the meeting, you are urged
to sign, date and return the enclosed proxy in the envelope provided.
No postage required if mailed in the United States.
<PAGE>
PROXY STATEMENT
General
The accompanying proxy is solicited by the Board of Directors of First
Community Bancshares, Inc., an Indiana corporation (the "Company"), for use at
the Annual Meeting of Shareholders to be held on May 19, 1999, at 10:00 a.m.,
local time, or at any adjournment thereof. The meeting will be held at the
Comfort Inn, 150 FDR Drive, North Vernon, Indiana. At the meeting, only
shareholders of record at the close of business on March 18, 1999 will be
entitled to vote (the "Record Date"). On that date, the Company's outstanding
capital stock consisted of 1,021,913 shares of no par value Common Stock.
The Company is a one bank holding company which owns First Community
Bank and Trust ("First Community") and First Community Real Estate Management
("FCREM").
This Proxy Statement and form of proxy are first being mailed or given
to shareholders on or about April 22, 1999, together with the Company's 1998
Annual Report to Shareholders and the Form 10-K for the fiscal year ended
December 31, 1998.
Voting and Solicitation
Each shareholder is entitled to one vote for each share of Common Stock
held on the Record date on all matters presented at the meeting.
The cost of soliciting of proxies will be borne by the Company. The
Company may also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their expenses incurred in forwarding solicitation materials to
the beneficial owners of shares held of record by such persons. It is
contemplated that proxies will be solicited principally through the mail, but
directors, officers and employees of the Company may, without additional
compensation, solicit proxies personally or by telephone, telegraph or special
letter.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to Albert R. Jackson,
III, Assistant Secretary of the Company, a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the meeting and voting
in person.
Quorum
The required quorum for the transaction of business at the Annual
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. Shares that are voted
"FOR," "AGAINST" or "WITHHELD FROM" a matter are treated as being present at the
meeting for purposes of establishing a quorum.
Shares Held in Trust
The Trust department of First Community held 70,956 shares of the
Company's common stock in regular, nominee and street name accounts on March 18,
1999 constituting 6.94% of the Company's outstanding shares. Where authorized by
law or the governing instrument, those shares will be voted FOR the election of
Director(s) set forth herein.
2
<PAGE>
Persons Making the Solicitation
This proxy solicitation is made by the Company. All costs associated
with this solicitation will be borne by the Company.
Stock Ownership
of Certain Beneficial Owners
and Management
The following table sets forth certain information regarding the
Company's Common Stock beneficially owned as of March 31, 1999 by (i) each
person known by the Company to beneficially own more than 5% of the Company's
Common Stock; (ii) each director or director nominee of the Company; (iii) each
of the executive officers of the Company named in the Summary Compensation Table
and (iv) all directors and executive officers of the Company as a group:
Shares Beneficially Owned
Name and Address Number Percent
---------------- ------ -------
Albert R. Jackson, III 22,648(1) 2.2%
Albert R. Jackson, Jr. 15,693(2) 1.5%
Linda J. Janesik 1,000(3) *
Eugene W. Morris 25,366(4) 2.4%
Merrill M. Wesemann, M.D. 97,709(5) 9.4%
251 E Jefferson Street
Franklin, Indiana 46131
Roy Martin Umbarger 34,359(6) 3.3%
Frank D. Neese 108,744(7) 10.2%
320 North Meridian Street
Indianapolis, Indiana 46204
All Officers, Nominees and Directors as a 303,157 26.7%
group ( 7 persons)
- -------------------------
* Denotes less than 1%.
(1) Includes 2,362 shares held jointly with his father, brother and sister as to
which he disclaims voting and dispositive power, currently exercisable
options for 7,500 shares granted under the 1996 Stock Option Plan and a
Convertible Note currently convertible into 909 shares. Mr. Jackson, III is
the son of Mr. Jackson, Jr.
(2) Includes 2,362 shares held jointly with two sons and a daughter, 635 shares
owned by Mr. Jackson's spouse, curently exercisable options for 2,050 shares
granted under the 1996 Stock Option Plan and, Convertible Notes currently
convertible into 5,454 shares, and a Convertible Note owned by his spouse
currently convertible into 909 shares. Mr. Jackson, Jr. is the father of
Mr. Jackson, III.
(3) Includes currently exercisable options for 1,000 shares granted under the
1996 Stock Option Plan.
(4) Includes currently exercisable options for 15,420 shares granted under the
1992 Stock Option Plan, curently exercisable options for 2,050 shares
granted under the 1996 Stock Option Plan, and a Convertible Note currently
convertible into 909 shares.
(5) Includes 8,087 shares owned by Dr. Wesemann's spouse, currently exercisable
options for 15,420 shares granted under the 1992 Stock Option Plan, and
currently exercisable options for 2,050 shares granted under the 1996 Stock
Option Plan, Convertible Notes currently convertible into 3,636 shares, and
a Convertible Note owned by his spouse currently convertible into 909
shares.
(6) Includes 1,365 owned by Mr. Umbarger's spouse, 721 shares owned as a
joint-tenant with a minor son, 656 shares owned by his minor son, 32 shares
owned by his spouse jointly with her daughter, currently exercisable options
for 2,050 shares granted under the 1996 Stock Option Plan and Convertible
Notes currently convertible into 4,545 shares.
(7) Includes curently exercisable options for 2,050 shares granted under the
1996 Stock Option Plan and Convertible Notes currently convertible into
45,454 shares.
3
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
beneficial owners of more than 10% of the Company's Common Stock to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. A copy of such reports must be sent to the Company.
Based solely on its review of the copies of such reports received by
it, or written representations from reporting persons, the Company believes that
during the year ended December 31, 1998, its executive officers, directors and
holders of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements, except that Eugene Morris, Albert R. Jackson, Jr.,
and Albert R. Jackson, III each filed a late Form 4 for the 5% stock dividend
and Roy Martin Umbarger filed an Amended Form 3 and as a consequence filed
Amended Form 4's and an Amended Form 5 to reflect his original holdings.
Election of Directors
The following persons have been nominated as a director of the Company
for a three year term expiring at the annual meeting to be held in 2002. The
proxy holders named in the accompanying proxy intend, unless authorization to do
so is withheld, to vote FOR the election of such persons. In the event any
nominee is unavailable for election, which is not currently anticipated, the
Proxy holders may vote in accordance with their judgment for the election of
substitute nominees designated by the Board.
To be elected as a director, each nominee must receive the favorable
vote of a plurality of the shares represented and entitled to be voted at the
Annual Meeting. That is to say, a nominee must receive more favorable than
unfavorable votes. Abstentions and broker non-votes are counted for purposes of
determining whether a quorum is present but will have no effect on the election
of directors. The persons named in the enclosed form of Proxy, unless otherwise
directed therein, intend to vote such Proxy FOR the election of the nominees
named below as director for the specified term. If the nominees become
unavailable for any reason, the persons named in the form of Proxy are expected
to consult with management of the Company in voting the shares represented by
them. Management has no reason to doubt the availability of the nominees to
serve and no reason to believe that the nominees will be unavailable or
unwilling to serve if elected to office. To the best of management's knowledge,
the nominees intend to serve the term for which election is sought. Cumulative
voting is not permitted by the Articles of Incorporation of the Company.
The Board of Directors recommends that the shareholders vote "FOR" the
election of Frank D. Neese and Roy Martin Umbarger as directors of the Company.
4
<PAGE>
The following table sets forth information concerning the nominees for director.
Director Term To
Name Age Principal Occupation Since Expire
- ---- --- -------------------- ----- ------
Frank D. Neese 60 Investment Banker 1996 1999
Roy Martin Umbarger 52 President, Roy Umbarger & 1996 1999
Sons, Inc.
Nominated Directors
Frank D. Neese has been President of Indiana Securities, LLC, a
registered broker-dealer and an investment banking firm, since January 1, 1998.
Mr. Neese served as Senior Vice President of Traub and Company a registered
broker-dealer from 1979 until December 31, 1997. Mr. Neese has served as a
financial advisor to First Community since 1991. Mr. Neese's current term as a
Director of the Company expires at the 1999 Annual Meeting. Mr. Neese is
secretary and a director of First Community. Mr. Neese also serves as President
of the Pines of Deerfield, a privately held real estate development company.
Roy Martin Umbarger has been the President and co-owner of Roy Umbarger
& Sons, Inc., a feed mill, grain elevator and fertilizer distributor located in
Bargersville, Indiana, since 1986. Mr. Umbarger received a degree in Business
Marketing from the University of Evansville and is a lifetime resident of
Johnson County. Mr. Umbarger is a 29 year member of the Indiana Army National
Guard and is currently Commanding General of the 76th Infantry Brigade
(Separate). He holds the rank of Brigadier General. Mr. Umbarger's current term
as a Director of the Company expires at the 1999 Annual Meeting. Roy Martin
Umbarger is the son-in-law of Eugene W. Morris.
Continuing Directors whose terms are not expiring are:
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since Term to Expire
---- --- -------------------- -------------- --------------
<S> <C> <C> <C> <C>
Albert R. Jackson, Jr. 64 Retired Bank President 1997 2001
Eugene W. Morris 73 President of Farmers -Mutual 1991 2001
Fire Insurance
5
<PAGE>
Name Age Principal Occupation Director Since Term to Expire
---- --- -------------------- -------------- --------------
Merrill M. Wesemann, M.D. 64 Chairman of Board 1991 2000
Physician
Albert R. Jackson, III 38 President & CEO First 1997 2000
Community Bank & Trust
</TABLE>
Continuing Directors
Merrill M. Wesemann, M.D. was a Director of Bargersville Federal
Savings Bank ("Bargersville") from January 1979 until completion of the
acquisition of Bargersville by the Company. Dr. Wesemann is on the Board of
Directors of First Community and has been a Director of the Company since August
1991. Dr. Wesemann has practiced medicine since 1961 and is a past Treasurer of
the Indiana State Medical Association. Dr. Wesemann's current term as a
Director of the Company expires at the 2000 Annual Meeting.
Albert R. Jackson, III has been CEO for both First Community and the
Company since 1996 and President of First Community since 1994. He is also on
the Board of Directors of First Community. Before that he was Senior Vice
president of National City Bank. Mr. Jackson has also served as Senior Vice
President and cashier of the Seymour National Bank & Trust Company and as Vice
President for First National Bank of North Vernon, Indiana and as Treasurer and
Chief Financial Officer of that bank's holding company, North Vernon 1st
Financial Corporation. Mr. Jackson's current term as a Director of the Company
expires at the 2000 Annual Meeting. He is the son of Albert R. Jackson, Jr.
Albert R. Jackson, Jr. was the President of First National Bank of
North Vernon, Indiana from 1971 to 1989 and a Senior Excutive Vice President of
The Seymour National Bank of Seymour, Indiana from 1989 to his retirement in
1994. Mr Jackson was appointed as a director in May 1997 and is the father of
Albert R. Jackson, III.
Eugene W. Morris was a director of Bargersville from October 1974, and
was Vice Chairman of the Board of Directors from January 1988 until Bargersville
was acquired by the Company. Mr. Morris is currently President of the Company
and has been a board member since August 1991. Mr. Morris is also on the Board
of Directors of First Community. Mr. Morris is currently self-employed as a
farmer and also serves as President of Farmers-Mutual Fire Insurance Company of
Johnson and Shelby Counties, a mutual casualty and property insuance company.
Mr. Morris'current term as a Director of the Company expires at the 2001 Annual
Meeting. Eugene W. Morris is the father-in-law of Roy Martin Umbarger.
6
<PAGE>
Meetings and Committees of the Board of Directors
For the calendar year 1998, the Board of Directors of the Company met
four (4) times and all Directors attended all of the meetings.
The Board of Directors of the Company has the authority to appoint
various committees. The Company does not currently have standing audit,
nominating or compensation committees of the Board of Directors. However, First
Community maintains several committees including a compensation committee. All
employees are compensated by First Community rather than the Company.
Other Information
See also "Stock Ownership of Certain Beneficial Owners and Management."
Director Compensation
A. Cash Compensation. None of the Directors of the Company were
compensated for service as members of the Board of Directors or any committee of
the Board. However, all Directors of the Company were also Directors of First
Community for the fiscal year ended December 31, 1998, and cash compensation for
non-employee Directors of First Community was $1,000 per month. The Chairman's
compensation was $1,150 per month for 1998. First Community also provides each
of First Community's Directors with Directors' and Officers' liability
insurance.
Directors are also reimbursed for reasonable expenses incurred in
attending Board and committee meetings. Directors otherwise employed by the
Company or First Community are not separately compensated for serving as a
director.
B. Options. The 1992 Stock Option Plan (the "1992 Plan") was adopted by
the Board of Directors on January 1, 1992 and amended and restated by the Board
on February 15, 1993 and May 15, 1995. The shareholders approved an amendment to
the 1992 Plan on May 15, 1996. All of the 66,771 shares allocated for issuance
pursuant to the Plan have been granted. 20,510 shares were exercised in 1996 and
15,420 shares expired in 1997 were reinstated and susequently exercised in 1998.
The Plan is designed to promote the interests of the Company by providing an
increased opportunity for directors to acquire an investment in the Company,
thereby maintaining and strengthening their desire to remain with the Company's
Board of Directors and align their interests and efforts with those of the
shareholders.
The Company has granted options to purchase 15,420 shares of Common
Stock each to Dr. Wesemann and Eugene Morris with exercise prices of $5.54 per
share. All options vested at the time of grant and expire ten years after the
date of grant or ninety (90) days after the date the optionee terminates his
performance of services for the Company, if earlier.
The number of shares available under the 1992 Plan and the amount and
exercise price of options granted are subject to adjustment in the event of a
combination, merger, reorganization, stock split, stock dividend or similar
event affecting the Common Stock. If any options under the 1992 Plan are
surrendered before exercise or lapse without exercise, in whole or in part, the
shares reserved for grant will revert to the status of available shares. The
1992 Plan shall terminate ten years from the date of its adoption and no further
options shall thereafter be granted thereunder.
7
<PAGE>
Options granted to non-employee directors under the 1992 Plan are not
intended to constitute "incentive stock options" within the meaning of Section
422A of the Internal Revenue Code. Optionees generally will not be subject to
federal income taxation at the time the options are granted. Taxable income will
be recognized by optionees upon the exercise of an option in the amount of the
difference between the exercise price paid and the market value of the shares
received at the time of exercise or the date restrictions on the sale of such
shares lapse. An optionee's basis in the shares received upon the exercise of an
option is equal to the exercise price paid, plus the amount of ordinary income
recognized upon such exercise. The Company will be entitled to a tax deduction
equal to the amount of income recognized by the optionees.
On May 15, 1996, the shareholders approved the creation of the 1996
Stock Option Plan (the "1996 Plan") for the issuance of 105,000 shares of Common
Stock. The 1996 Plan provides, among other things, that nonstatutory options
shall be automatically granted to outside directors on a yearly basis in order
to provide an incentive to outside Directors of the Company, which grants
generally have a term of ten years from the date of grant and are execisiable
only during the time the optionee remains a director or within one year
thereafter (but not beyond expiration of the option term).
The 1996 Plan provides for adjustment of the number of shares and
exercise price of options in certain events.
The Company is not entitled to a deduction for amounts taxed as
ordinary income or capital gain to a participant holding an incentive stock plan
but is entitled to a deduction for amounts taxed as income to holders of
nonstatutory stock options.
The Company has granted options under the 1996 Plan to purchase 1,050
shares and 1,000 shares of common stock each to Dr. Wesemann, Eugene Morris,
Frank Neese, Albert R. Jackson, Jr., and Roy Martin Umbarger with an exercise
price of $11.43 and $11.00 per share, respectively. In February 1998 and 1999,
the Board granted an option to purchase 5,000 shares and 2,500 shares of common
stock to Albert R. Jackson, III with an exersice price of $11.50 and $9.125 per
share, resepctively and an aggregate of 6,000 shares and 3,000 shares to three
(3) other officers with an exercise price of $11.50 and $9.125 per share,
respectively. During 1998, an option to purchase 2000 shares with an exercise
price of $11.50 per share expired. All options vested at the time of grant and
expire ten years after the date of grant or up to one (1) year after the date
the optionee terminates his or her performance of services for the Company, if
earlier.
8
<PAGE>
Management
Name Age Position
- ---- --- --------
Albert R. Jackson, III 38 CEO & President of First Community
Linda J. Janesik 43 Vice President, Treasurer & CFO
Albert R. Jackson, III is also a director of the Company and information
concerning Mr. Jackson is at page 7.
Ms. Janesik has been Vice President, Treasurer and CFO of the Company and Senior
Vice President, Cashier and CFO of First Community since September 1998. Ms.
Janesik came to First Community with over twenty years experience in corporate
finance. She has held the title of Senior Auditor with the accounting firm of
Ernst & Young from 1978 to 1983, where she specialized in auditing financial
institutions. Ms. Janesik also served as Internal Audit Manager from 1988 to
1992 and Audit Services Director from 1992 to 1997 for Methodist Hospital of
Indiana, Inc. Ms. Janesik's most recent position was that of Executive Director
from 1997 to 1998 of the Methodist Research Institute, Inc. Ms. Janesik served
on the Board of Directors of Methodist Federal Credit Union for 15 years.
Executive Compensation
The following Summary Compensation Table below shows the compensation
for the last three years of the Chief Executive Officer as of December 31, 1998
for services in all capacities to the Company and its subsidiares. No executive
officers received compensation above the reportable threshold of $100,000 during
the years covered by this table.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary($) Bonus($) sation Award(s)($) SARs (#) Payout ($) sation(1)
- --------- ---- --------- -------- ------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Albert R. Jackson, III(2) 1998 83,825 -0- 5,000 1,417
CEO
Albert R. Jackson, III 1997 67,500 -0- -0- 697
Albert R. Jackson, III 1996 62,293 5,000 -0- 661
</TABLE>
- --------------
(1) Contribution by the Company to the executive's 401(k) plan.
(2) In 1994, Mr. Jackson became the President of First Community. In March 1996,
Mr. Jackson also became the Chief Executive Officer and Chief Financial
Officer of the Company. In 1998 Mr. Jackson also become President and CEO of
FCREM, and ceased to be CFO of the Company.
9
<PAGE>
Life Insurance Plan
The company pays the premiums on a group term life insurance policy for
all regular full-time employees who have worked for the Company for 90 days. The
amount of coverage under this plan is $50,000.
Option/Sar Grants In Last Fiscal Year
Individual Grants
The following table sets forth information with repect to options
granted during the last fiscal year to the officer named in the Summary
Compensation Tables.
Options/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Relizable
Value at Assumed
Annual Rates of Alternative
Stock Price to (f) and (g):
Appreciation for Grant Value
Individual Grants Option Term Value
- ----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
% of
Number of Total
Securities Options/SARs
Underlying Granted Exercise
Options/ to or Grant
SARs Employees Base Date
Granted in Fiscal Price Expiration Present
Name (#) Year ($/Sh) Date 5% ($) 10% ($) Value $
- ----- ---------- ----------- -------- ------------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Albert R. Jackson, III 5,000 45% $11.50 February 2008 $36,150 $129,800
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's Options/SARs
At FY-End (#) at FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C>
Albert R. Jackson, III -0- -0- 5,000/-0-
</TABLE>
10
<PAGE>
Stockholder Proposals to Be Presented At
the Next Annual Meeting
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders of the Company (i) must be received by the Company 210
East Harriman Bargersville, IN 46106 (317) 882-5277 no later than December 31,
1999 and (ii) must satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in the Company's
Proxy Statement for that meeting.
Relationship With Independent Auditors
Olive LLP ("Olive"), an independent certified public accounting firm,
has audited the accounts of the Company since 1993 and has provided the Company
with other services. The Company has chosen Olive as auditor for the current
year. Representatives of the firm will attend the Annual Meeting and have the
opportunity to make a statement if they desire, and will also be available to
answer appropriate questions.
Other Business
At this time management knows of no other matters that may be brought
before the meeting. However, if any other matters are properly brought before
the meeting, the proxy holders named in the accompanying proxy intend to vote
the proxies on such matters in accordance with their best judgment.
Form 10-K
The Company has forwarded to all shareholders a copy of the Annual
Report of the Company on Form 10-K for the fiscal year ended December 31, 1998,
as filed with the Securities and Exchange Commission, including the financial
statements and schedules which is also the annual report to shareholders. Such
report was filed with the Securities and Exchange Commission on March 31, 1999.
An additional copy maybe obtained free of charge by contacting Albert R.
Jackson, III, First Community Bancshares, Inc., P.O. 767, Greenwood, IN 46142,
Telephone 317-882-5277.
Please date, sign and return the enclosed Proxy at your earliest
convenience in the enclosed envelope. No postage is required for mailing in the
United States. A prompt return of your Proxy will be appreciated, as it will
save the expense of further mailings.
By Order of the Board of Directors
April 22, 1999
11
<PAGE>
FIRST COMMUNITY BANCSHARES, INC.
Bargersville, Indiana
REVOCABLE PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 19, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints as proxies, Merrill M. Wesemann, M.D.
and Eugene W. Morris or either of them, with full power of substitution to vote
all shares of common stock which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of First Community Bancshares, Inc., to be held
at Comfort Inn, 150 FDR Drive, North Vernon, Indiana, at 10:00 A.M., local time,
on May 19, 1999, and adjournments thereof, upon the following matter:
Authority to Vote
For Against Abstain
1. Election of Two Directors
Nominees are:
Frank D. Neese [ ] [ ] [ ]
Roy Martin Umbarger [ ] [ ] [ ]
THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSAL UNLESS A CONTRARY DIRECTION IS
GIVEN.
Should the undersigned be present and elect to vote at said Meeting or
any adjournment thereof and, after notification to the Secretary of First
Community Bancshares, Inc. at said Meeting of the shareholder's decision to
terminate this Proxy, then the power of said attorneys-in fact or agents shall
be deemed terminated and of no further force and effect.
Please sign below exactly as your name appears on your stock
certificate. When signing as attorney, corporate officer or fiduciary, please
give full title as such. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the Proxy Statement dated April 21, 1999 prior to
the execution of this Proxy.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
- ------------------------------- --------------------
SIGNATURE DATE
- -------------------------------
SIGNATURE
Your signature must be exactly as your name appears in your stock
certificate(s). When signing as attorney-in-fact, executor, administrator,
trustee, guardian or corporate officer, please give full title as such.
