UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2002
FIRST COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-19618 35-1833586
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
136 East Harriman
Bargersville, IN 461064720
(Address of principal executive offices)
Registrant's telephone number, including area code: (317) 422-5171
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
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Registrant's press release dated November 20, 2002 disclosing its
execution of an agreement which is intended to lead to the merger of
First Community Bancshares, Inc. into MainSource Financial Group, Inc.,
attached hereto as Exhibit "A", is incorporated herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 20, 2002 FIRST COMMUNITY BANCSHARES, INC.
By: /s/ Albert R. Jackson III
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Albert R. Jackson III, President
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Exhibit "A"
For more information contact:
Albert R. Jackson, III
First Community Bancshares, Inc.
317-346-7230
FOR IMMEDIATE RELEASE, November 20, 2002
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First Community Bancshares, Inc. and Main Source Financial Group
Announce Plans to Merge
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Bargersville, IN., Albert R. Jackson, III, Chief Executive Officer of
First Community Bancshares, Inc. (OTC BB Symbol: FCYB) and James L. Saner, Sr.,
President and CEO of MainSource Financial Group, Inc. (Nasdaq Symbol: MSFG),
today announced that they have executed an agreement which is expected to lead
to the merger of First Community Bancshares, Inc., into MainSource Financial
Group, Inc.
The agreement provides that First Community Bancshares, Inc., shareholders will
receive $21.00 in cash for each share of common stock of First Community
Bancshares, Inc. As a result of the transaction, First Community Bancshares,
Inc., will ultimately be merged with and into MainSource Financial Group, Inc.
The transaction is subject to the execution of a definitive merger agreement,
various regulatory approvals, and the approval of the shareholders of First
Community Bancshares, Inc.
First Community Bancshares, Inc., through its subsidiary First Community Bank &
Trust has branches in Franklin, Bargersville, Whiteland, Trafalgar and
Greenwood, Johnson County; North Vernon, Jennings County; Indianapolis, Marion
County; Edinburgh, Bartholomew County, Indiana, and has total assets of
approximately $149 million as of September 30, 2002.
MainSource Financial Group, Inc., headquartered in Greensburg, Indiana, is
listed on the Nasdaq Stock Market (trading symbol: MSFG) and is a
community-focused, multi-bank, financial services oriented holding company with
assets of approximately $1.2 billion as of September 30, 2002. Through its three
banking subsidiaries, MainSource Bank, Greensburg, Indiana; Regional Bank, New
Albany, Indiana; and Capstone Bank, Watseka, Illinois, it operates 42 offices in
18 Indiana counties and seven offices in three Illinois counties. Through its
insurance subsidiary, MainSource Insurance, it operates five offices in Indiana
as well as one in Owensboro, Kentucky.
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Forward-Looking Statements
Except for historical information contained herein, the discussion in this press
release may include certain forward-looking statements based upon management
expectations. Factors which could cause future results to differ from these
expectations include the following: general economic conditions; legislative and
regulatory initiatives; monetary and fiscal policies of the federal government;
deposit flows; the costs of funds; general market rates of interest; interest
rates on competing investments; demand for loan products; demand for financial
services; changes in accounting policies or guidelines; and changes in the
quality or composition of the Company's loan and investment portfolios.
The forward-looking statements included in the press release relating to certain
matters involve risks and uncertainties, including anticipated financial
performance, business prospects, and other similar matters, which reflect
management's best judgment based on factors currently known. Actual results and
experience could differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements as a result
of a number of factors, including but not limited to, those discussed in the
press release.
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