SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Part 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 ] Definitve Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
FIRST COMMUNITY BANCSHARES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box)
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-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.
FISRT COMMUNITY BANCSHARES, INC.
210 East Harriman
Bargersville, Indiana 46106
(317) 422-5171
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 21, 1997
The Annual Meeting of Shareholders of FIRST COMMUNITY BANCSHARES, INC.,
(the "Company"), will be held at the Jonathan Byrd's Cafeteria, Greenwood,
Indiana, on May 21, 1997, at 10:00 a.m., local time, for the following purposes:
1. To elect two directors to serve three year terms expiring in 2000 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.
Stockholders of record at the close of business on March 12, 1997 will be
entitled to vote at the meeting.
By Order of the Board of Directors
/S/ Eugene Morris
---------------------------------
Eugene Morris, Secretary
Bargersville, Indiana
April 18,1997
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.
FIRST COMMUNITY BANCSHARES, INC.
210 East Harriman
Bargersville, Indiana 46106
(317) 422-5171
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 21, 1997, at 10:00
a.m., local time, or at any adjournment thereof. The meeting will be held at
Jonathan Byrd's Cafeteria, Greenwood, Indiana. At the meeting, only
stockholders of record at the close of business on March 12, 1997 will be
entitled to vote. On that date, the Company's outstanding capital stock
consisted of 942,825 shares of Common Stock.
The Company is a one bank holding company which owns First Community Bank
and Trust ("First Community").
This Proxy Statement and form of proxy are first being sent or given to
shareholders on or about April 18, 1997, together with the Company's 1996
Annual Report to Shareholders and the Form 10-K for the fiscal year ended
December 31, 1996.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock held
on all matters presented at the meeting.
The cost of solicitation 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 regular 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 Eugene W. Morris,
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 and are also treated as
shares entitled to vote at the Annual Meeting with respect to such matter.
SHARES HELD IN TRUST
The Trust department of First Community held 44,916 shares of the
Company's common stock in regular, nominee and street name accounts on
March 12, 1997 constituting 4.77% 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) and the proposals set forth herein.
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 12, 1997 by (i) each person known
by the Company to own beneficially 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 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 9,861(1) 1.05%
5675 N County Rd. 200 W
North Vernon, Indiana 47265
Walter Umbarger 20,186(2) 2.14%
899 Peppermill Run
Greenwood, IN 46143
Eugene W. Morris 20,462(2) 2.17%
5471 West CR 350 N.
Bargersville, Indiana 46106
Merrill M. Wesemann, M.D. 82,398(3) 8.60%
251 E. Jefferson Street
Franklin, Indiana 46131
Roy Martin Umbarger 16,144(4) 1.71%
5180 W Road 300 N
Bargersville, Indiana 46106
Frank D. Neese 51,928 5.50%
320 North Meridian Street
Indianapolis, Indiana 46204
All Officers, Nominees and 200,979 21.32%
Directors as a group (6 persons)
(1) Includes 3,750 shares which Mr. Jackson owns as a joint-tenant with his
father, brother and sister as to which he disclaims voting and dispositive
power.
(2) The shares shown for Messrs. Umbarger and Morris, individually, includes
14,686 shares subject to options immediately exercisable. Mr. Umbarger's
shares also includes 2,750 shares owned by Mr. Umbarger's spouse.
(3) The shares shown include 7,702 owned by Dr. Wesemann's spouse and
14,686 shares subject to options immediately exercisable.
(4) The shares shown include 1,301 owned by Mr. Umbarger's spouse and 687
shares owned as a joint-tenant with a minor son and 625 shares owned by his
minor son.
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, 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.
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, 1996, its officers, directors and holders
of more than 10% of the Company's Common Stock complied with all Section
16(a) filing requirements except that Frank Neese filed one late Form 3 and
Roy Martin Umbarger amended his Form 3 twice to reflect shares beneficially
owned by himself.
ELECTION OF DIRECTORS
The following two persons have been nominated as directors of the Company
for three year terms expiring at the annual meeting to be held in 2000. The
proxy holders named in the accompanying proxy intend, unless authorization
to do so is withheld, to vote FOR the election of such person. The proxy
holders have also advised that, in the event any nominee is unavailable for
election, which is not currently anticipated, they 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. Abstentions and broker non-votes are not considered in
tabulating the vote of the shareholders. 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 nominee becomes 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 nominee to serve and no reason to believe that the
nominee will be unavailable or unwilling to serve if elected to office. To
the knowledge of management, 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 stockholders vote FOR the
election of Merrill M. Wesemann, MD and Albert R. Jackson, III as directors
of the Company.
Mr. Walter Umbarger is not standing for re-election to the Board of
Directors at the Annual Meeting.
The following table sets forth information concerning the nominees for
director.
NAME AGE PRINCIPAL OCCUPATION DIRECTOR TERM TO
SINCE EXPIRE
- ------ ---- -------------------- --------- --------
Merrill M. Wesemann, 63 Chairman of Board, 1991 2000
M.D. Medical Doctor
Albert R. Jackson, III 36 President & CEO NA 2000
First Community Bank
Continuing Directors whose terms are not expiring are:
NAME AGE PRINCIPAL OCCUPATION DIRECTOR TERM TO
SINCE EXPIRE
- -------- ---- --------------------- --------- --------
Eugene W. Morris 71 President 1991 1998
Frank Neese 59 Investment Banker 1996 1999
Roy Martin Umbarger 50 President, 1996 1999
Umbarger & Sons, Inc.
Additional information regarding the nominees for election as director and
the continuing directors of the Company is as follows:
CONTINUING DIRECTORS
Eugene W. Morris was a director of Bargersville Federal Savings Bank
("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 also served as Vice President of Bargersville, from June 1975 to
December 1987. Mr. Morris is currently President and Secretary 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' current term as a Director of
the Company expires at the 1998 Annual Meeting. Eugene W. Morris is the
father-in-law of Roy Martin Umbarger.
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'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.
Frank D. Neese has been an executive with the investment banking firm of
Traub & Company, Inc., a market maker for the Registrant, since 1979. He
currently serves as the Senior Vice President of Corporate Finance. Mr.
Neese also has served as a financial advisor to the Company since 1991. Mr.
Neese current term as a Director of the Comapny expires at the 1999 Annual
Meeting.
NOMINATED DIRECTORS
Merrill M. Wesemann, M.D. was a Director of 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 has succeeded Larry Gates as Chairman of the
Board of Directors.
Albert R. Jackson, III has been CEO and CFO for both the Bank and Holding
Company since 1996 and President of the Bank since 1994. He is on the Board
of Directors of First Community Bank. 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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
For the calendar year 1996, 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, but it currently has no standing committees.
OTHER INFORMATION
See also "Stock Ownership of Certain Beneficial Owners and Management."
DIRECTOR COMPENSATION
A. Cash Compensation. A Director of the Company is not compensated for
service as a member of the Board of Directors or any committee of the Board.
However, all Directors of the Company, except for Walter Umbarger, are also
Directors of First Community, and for the fiscal year ended December 31,
1996, non-employee Directors of First Community received cash compensation
of $350 per monthly meeting and $50 per committee meeting for the months of
January thru May. Non-employee directors received a monthly retainer of
$600 per month for the months of July thru December. The Chairman
received $750 per month for the months of July thru December.
Cash compensation for non-employee Directors of First Community has been
set for $1,000 per month for 1997. The Chairman's compensation will be
$1,150 per month for 1997. First Community 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.
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. Of the 63,594 shares
allocated for issuance pursuant to the Plan, 63,592 options to purchase
shares have been granted pursuant to the Plan. 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 14,686 shares of Common Stock
each to Dr. Wesemann, Walter Umbarger, and Eugene Morris with exercise
prices of $5.76 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 or her 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 exercise price
paid, plus any income recognized. 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 100,000 shares of Common
Stock. The 1996 Plan provides, among other items, that nonstatutory options
may 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).
In the event of changes in outstanding Common Stock of the Company by
reason of stock dividends, mergers, split-ups, consolidations,
recapitalizations, reorganizations or like events ( as determined by the
Board of Directors or a committee thereof (the "Committee")), an appropriate
adjustment will be made by the committee in the number of shares of Common
Stock reserved under the 1996 Plan and in the number of shares of Common
Stock and option price per share specified in any stock option agreement with
respect to any unpurchased shares.
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 not currently issued any options under the 1996 Plan.
EXECUTIVE COMPENSATION
The following Summary Compensation Table provides compensation information
paid by First Community to the Chief Executive Officer for services rendered
in all capacities during the years ended December 31, 1996, 1995, and 1994.
No executive officers of the Company received compensation exceeding $100,000
during the year ended December 31, 1996
SUMMARY COMPENSATION TABLE
Annual Compensation
Securities
Underlying
Year Name/Title Salary Bonus Other Options
- ----- ----------- ------- ------ ------ -----------
1996 Larry W. Gates $ 0 -0- $ 0 -0-
1995 Larry W. Gates $ 0 -0- $ 0 -0-
1994 Larry W. Gates $74,705 -0- $1,939 -0-
President and
CEO
1996 Albert R. Jackson, III $62,293 $5,000 $ 661 -0-
Chief Executive Officer
and Chief Financial
Officer
1995 Albert R. Jackson, III $58,782 -0- $ 500 -0-
1994 Albert R. Jackson, III(1) $25,385 -0- $ 0 -0-
(1) In 1994, Mr. Jackson became the President of First Community. In March,
1996, Mr. Jackson became Chief Executive Officer and Chief Financial Officer of
the Company.
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 $50,000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
There were no option grants under the 1992 or 1996 Stock Option Plans at
Fiscal Year-End at December 31, 1996. The Company has no SAR program or
grants.
The following table presents the total number of options exercised by the
named executive officers during the Company's year ended December 31, 1996,
including the aggregate value of any gains realized on such exercise. The
Table also shows information regarding the number and value of unexercised
options held by the Named Executive Officers at December 31, 1996.
Aggregated Option Exercises
In Last Fiscal Year And Fiscal Year-End Values
Number and Value of Securities Number and Value of Unexercised
Underlying Exercised Options In-The-Money Options at Fiscal
at Fiscal Year-End Year End
Name Shares Value Realized Exercisable/ Exercisable/
Acquired on ($) Unexercisable Unexercisable
Exercise (#) ($)
- ------ ------------ --------------- -------------- --------------
Larry W. Gates 19,534 $112,516 None None
Albert R. Jackson, None 0 None None
III
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) 422-5171 no later than December 31,
1997 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
Geo. S. Olive & Company ("Geo. S. 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 Geo. S.
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, 1996, 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
26, 1997. Such report does not form any part of the material for the
solicitation of Proxies.
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 18, 1997