FIRST
COMMUNITY
BANCSHARES, INC.
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION, CONTACT:
JUNE 9, 2003 ROBERT L. SCHUMACHER AT (276) 326-9000
FIRST COMMUNITY BANCSHARES, INC. (FCBC) ANNOUNCES COMPLETION OF
MERGER WITH COMMONWEALTH BANK
BLUEFIELD, VIRGINIA - First Community Bancshares, Inc. (the "Company") (Nasdaq:
FCBC; www.fcbinc.com) announced today that it has completed its acquisition of
The CommonWealth Bank, a Virginia-chartered commercial bank ("CommonWealth
Bank"). The acquisition expands First Community Bank's commercial banking
operations into the Richmond, Virginia market area and complements its existing
mortgage banking and brokerage network which is currently headquartered in
Richmond. CommonWealth Bank has 4 full-service offices located in the Richmond
metro area. CommonWealth Bank, which is headquartered in Richmond, has total
assets of $148.7 million and total deposits of $111.1 million.
The merger will be accomplished through the exchange of .9015 shares of
First Community Bancshares' common stock valued at $30.50, cash, or a
combination of First Community stock and cash equivalent to $30.50 for each
share of CommonWealth Bank common stock issued and outstanding immediately prior
to the merger, plus cash in lieu of any fractional share interest, subject to
election and allocation procedures set forth in the merger agreement which are
intended to ensure that not more than 60% of the value of consideration will be
in the form of Company common stock with the remainder in the form of cash. John
M. Mendez, President and Chief Executive Officer of First Community Bancshares,
Inc., expressed his enthusiasm at the prospect of entering the Richmond banking
market.
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Mendez noted that the addition of CommonWealth and the Richmond market to
the Company franchise is a significant element of the Company's strategic plan
to add metro markets to the Company's existing strong customer base. According
to Mendez, "Our Company already has strong ties to the Richmond market through
our mortgage company and a number of strong commercial account relationships.
This will enable us to add full service capabilities for those customers and
introduce retail services in Eastern Virginia."
Franklin P. Hall, Chairman of the Board of Directors of CommonWealth Bank
commented that the combination with First Community creates an outstanding
opportunity for CommonWealth stockholders to join forces with a growing company
that has a long history of paying shareholder dividends. First Community
currently pays a dividend of $1.04 per share which produces a yield of close to
3.00% on its current price. Hall also announced that J. E. Causey Davis,
President and Chief Executive Officer of CommonWealth Bank, will continue in an
expanded role as Executive Vice President for the Company and the Richmond area
CEO responsible for the continued growth of the Company's franchise in the
Richmond area. Mr. Davis also voiced his enthusiasm for the combination,
indicating that he "is excited at the opportunity to provide Richmond area
banking services through a company with the resources, products and reputation
of First Community Bank, N. A." First Community offers a wide range of both
retail and commercial financial services.
In connection with the merger, Harold V. Groome, Jr., CommonWealth board
member and Chairman of Groome Transportation, will assume a seat on the Board of
Directors of First Community Bancshares, Inc. and both Groome and Hall will
serve as directors on the board of First Community Bank, N. A.
The merger brings First Community Bancshares, Inc.'s assets to $1.65
billion. The Company is headquartered in Bluefield, Virginia and is the parent
company of First Community Bank, N. A., also headquartered in Bluefield. With
the addition of CommonWealth and two branches opening in June in Winston-Salem,
North Carolina, First Community Bank will be operating through 47 full-service
offices in the three-state region of Virginia, West Virginia and North Carolina
and two trust and investment management offices. First Community Bank is also
the parent company of Stone Capital Management, Inc., an SEC registered
investment advisory
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firm and United First Mortgage, Inc., which operates 11 retail mortgage offices
throughout Virginia. First Community Bancshares, Inc.'s common stock is traded
on the Nasdaq National Market under the symbol "FCBC."
DISCLAIMER
This news release may include forward-looking statements. These forward-
looking statements are based on current expectations that involve risks,
uncertainties, and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may differ materially. These risks include: changes in business
or other market conditions, the success of the business combination as planned
by the parties, the timely development, production and acceptance of new
products and services and their feature sets; the challenge of managing
asset/liability levels; the management of credit risk and interest rate risk;
the difficulty of keeping expense growth at modest levels while increasing
revenues; and other risks detailed from time to time in the Company's Securities
and Exchange Commission reports, including but not limited to the Annual Report
on Form 10-K for the most recent year ended.
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