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.
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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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(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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(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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<PAGE>
FIRST COMMUNITY BANCSHARES, INC.
210 East Harriman
Bargersville, IN 46106
(317) 422-5171
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
May 31, 2000
The Annual Meeting of Shareholders of FIRST COMMUNITY BANCSHARES, INC., (the
"Company"), will be held at the Hampton Inn, 12161 North US Highway 31,
Edinburgh, Indiana, on May 31, 2000, at 10:00 a.m., local time, for the
following purposes:
1. To elect two directors to serve three year terms expiring in 2003 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 31, 2000 will be
entitled to vote at the meeting.
By Order of the Board of Directors
/s/ Frank D. Neese, Secretary
------------------------------
Frank D. Neese, Secretary
Bargersville, Indiana
April 26, 2000
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 31, 2000, at 10:00 a.m.,
local time, or at any adjournment thereof. The meeting will be held at the
Hampton Inn, 12161 North US Highway 31, Edinburgh, Indiana. At the meeting, only
shareholders of record at the close of business on March 31, 2000 will be
entitled to vote (the "Record Date"). On that date, the Company's outstanding
capital stock consisted of 1,009,119 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 26, 2000, together with the Company's 1999
Annual Report to Shareholders and the Form 10-K for the fiscal year ended
December 31, 1999.
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 88,331 shares of the
Company's common stock in regular, nominee and street name accounts on March 31,
2000 constituting approximately 8.75% 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.
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<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, 2000 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:
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<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned
Name and Address Number Percent
---------------- ------ -------
<S> <C> <C>
Albert R. Jackson, III 23,876(1) 2.3%
5675 N. CO RD 200W
North Vernon, Indiana 47265
Albert R. Jackson, Jr. 18,893(2) 1.9%
5745 N CO RD 200W
North Vernon, Indiana 47265
Eugene W. Morris 27,266(3) 2.7%
5471 W RD 350N
Bargersville, Indiana 46106
Merrill M. Wesemann, M.D. 102,161(4) 9.9%
251 E Jefferson Street
Franklin, Indiana 46131
Roy Martin Umbarger 36,359(5) 3.6%
5180 W CO RD 300N
Bargersville, Indiana 46106
Frank D. Neese 115,745(6) 11.4%
320 North Meridian Street
Indianapolis, Indiana 46204
All Officers, Nominees and 321,938 30.3%
Directors as a group ( 6 persons)
</TABLE>
- --------------------------------------
* 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, 1135 shares
owned by Mr. Jackson's spouse, currently exercisable options for 3,050 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 15,420 shares granted under the
1992 Stock Option Plan, currently exercisable options for 3,050 shares granted
under the 1996 Stock Option Plan, and a Convertible Note currently convertible
into 909 shares.
(4) 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 3,050 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.
(5) Includes 1,365 owned by Mr. Umbarger's spouse, 721 shares owned as a
joint-tenant with a minor son, 1356 shares owned by his minor son, 214 shares
owned by his spouse jointly with her daughter, currently exercisable options for
3,050 shares granted under the 1996 Stock Option Plan and Convertible Notes
currently convertible into 4,545 shares.
(6) Includes 1,000 shares owned by Mr. Neese's spouse, 12,794 shares owned by
Mr. Neese's spouse in an IRA account, 50,897 shares owned in an IRA account,
2,600 shares owned through a 401(k) plan, and currently exercisable options for
3,050 shares granted under the 1996 Stock Option Plan and Convertible Notes
currently convertible into 45,454 shares. Mr. Neese disclaims beneficial
ownership of the shares owned by or for the benefit of his spouse.
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<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, 1999, its executive officers, directors and
holders of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements.
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 2003. 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.
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<PAGE>
The Board of Directors recommends that the shareholders vote "FOR" the
election of Merrill M. Wesemann, M.D. and Albert R. Jackson, III as directors of
the Company.
The following table sets forth information concerning the nominees for director.
Current
Director Term To
Name Age Principal Occupation Since Expire
- ---- --- -------------------- -------- -------
Merrill M. Wesemann, M.D. 65 Chairman of Board 1991 2000
Physician
Albert R. Jackson, III 39 President, & CEO of 1997 2000
First Community Bank &
Trust
Nominated 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 a Director of First Community and
FCREM 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. Mr. Jackson is also a Director of First
Community and FCREM. He is the son of Albert R. Jackson, Jr.
Continuing Directors whose terms are not expiring are:
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<PAGE>
Director Term To
Name Age Principal Occupation Since Expire
- ---- --- -------------------- -------- -------
Frank D. Neese 62 Investment Banker 1996 2002
Roy Martin Umbarger 53 President, Roy 1996 2002
Umbarger & Sons, Inc.
Albert R. Jackson, Jr. 65 Retired Bank President 1997 2001
Eugene W. Morris 74 President of Farmers - 1991 2001
Mutual Fire Insurance
Continuing 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 2002 Annual Meeting. Mr. Neese is
secretary and a director of First Community and a Director of FCREM. 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 30 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 2003 Annual Meeting. Mr. Umbarger is
a Director of First Community and a Director of FCREM. Roy Martin Umbarger is
the son-in-law of Eugene W. Morris.
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. Mr. Jackson's current term
as a Director of the Company expires at the 2001 Annual Meeting. Mr. Jackson is
a Director of First Community and a Director of FCREM. Albert R. Jackson, Jr. 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 insurance company.
Mr. Morris is a Director of First
7
<PAGE>
Community and a Director of FCREM. 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.
Meetings and Committees of the Board of Directors
For the calendar year 1999, the Board of Directors of the Company met
seven (7) 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 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, 1999, and cash compensation for
non-employee Directors of First Community was $1,050 per month. The Chairman's
compensation was $1,207.50 per month for 1999. 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 66,770 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
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<PAGE>
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.
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, $11.00 and $8.00 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 exercise price of $11.50 and
$9.125 per share, respectively 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 2,000 shares with an
exercise price of $11.50 per share expired. During 1999, an option to purchase
1,000 shares with an exercise price of $ 9.125 per share expired. All options
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<PAGE>
vest at the time of grant and expire in ten years. Options may expire earlier
due to termination or relinqueshment of services to the company.
Management
----------
Name Age Position
- ---- --- --------
Albert R. Jackson, III 39 CEO & President of First Community
Albert R. Jackson, III is also a director of the Company and information
concerning Mr. Jackson is at page 7.
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, 1999
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 ($) sation(1)
- --------- ---- --------- -------- ------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Albert R. Jackson, III(2) 1999 85,623 -0- 2,500 2,494
CEO
Albert R. Jackson, III 1998 83,825 -0- 5,000 1,417
Albert R. Jackson, III 1997 67,500 -0- -0- 697
</TABLE>
Life Insurance Plan
- -------------
(1) Contribution by the Company to the executive's 401 (k) plan
(2) In 1994, Mr. Jackson became the President of First Community. In March 1996,
Mr. Jackson also became the Chief Executive Officer and Chief Financial Officer
of the Company. In 1998 Mr. Jackson also become President and CEO of FCREM, and
ceased to be CFO of the Company. In 1999 Mr. Jackson assumed the Chief Financial
Officer Title.
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<PAGE>
The company pays the premiums on a group term life insurance policy for
all regular full-time employees who have worked for the Company for 90 days. The
amount of coverage under this plan is three times the employees annual salary.
Option/SAR Grants In Last Fiscal Year
Individual Grants
The following table sets forth information with repect to options
granted during the last fiscal year to the officer named in the Summary
Compensation Tables.
Option/SAR Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Potential Relizable
Value at Assumed
Annual Rates of Alternative
Stock Price to (f) and (g):
Appreciation for Grant Value
Individual Grants Option Term Value
- ----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
% of
Number of Total
Securities Options/SARs
Underlying Granted Exercise
Options/ to or Grant
SARs Employees Base Date
Granted in Fiscal Price Expiration Present
Name (#) Year ($/Sh) Date 5% ($) 10% ($) Value $
- ----- ---------- ----------- -------- ------------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Albert R. Jackson, III 2,500 45% $9.125 February 2009 $37,150 $59,150
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's Options/SARs
At FY-End (#) at FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C>
Albert R. Jackson, III -0- -0- 7,500/-0-
</TABLE>
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<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 at
210 East Harriman Bargersville, IN 46106, (317) 882-5277 no later than December
31, 2000 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, 1999,
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 30, 2000.
An additional copy may be 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 26, 2000
