EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contacts:
December 12, 2002 Suzanne Reed
FirstBank
(615) 313-8328
Mandy Cawood
McNeely Pigott & Fox
(615) 259-4000
William E. Rowland
Bank of Murfreesboro
(615) 890- 1111
FIRSTBANK TO ACQUIRE BANK OF MURFREESBORO
Combined Entity to Exceed $1 Billion in Assets
MURFREESBORO, Tenn. - James W. Ayers, Chairman of the Board of First
South Bancorp, the holding company of FirstBank, and William E. Rowland,
President of Murfreesboro Bancorp, Inc., the holding company of the Bank of
Murfreesboro, today announced the approval of an agreement under which the Bank
of Murfreesboro will be acquired by FirstBank.
Under the terms of the agreement, shareholders of Murfreesboro Bancorp
will receive $21.25 per share in cash. On a fully diluted basis, including all
outstanding stock options and convertible debentures, the deal was valued at
$26,825,000.
"Rutherford County is a dynamic market, and we look forward to playing
an important role in its continuing economic development and quality of life,
through our financial services and commitment to the communities we serve,"
Ayers said.
The transaction is subject to regulatory approval, and the approval of
the shareholders of Murfreesboro Bancorp, Inc. Closing is anticipated in the
second quarter of 2003.
When completed, the acquisition will represent another step in
FirstBank's long-term plan of increasing its Middle Tennessee presence.
FirstBank is one of the fastest-
growing independent banks in the nation and offers a unique community-banking
style of service. The entry into Rutherford County follows last year's opening
of an office in downtown Nashville. FirstBank also has 3 other locations in
Middle Tennessee - Waverly, Dickson and Linden.
Doug Cruickshanks, president and CEO of FirstBank, said the Bank of
Murfreesboro's transition to FirstBank should be completed by mid-summer. "We
expect a very smooth transition as we integrate the two banks," he said. "The
number one priority will be to ensure that the Bank of Murfreesboro customers
continue receiving the quality of service and products that they have come to
expect."
"We think Rutherford County is a tremendous market with strong growth
potential," Cruickshanks said. "It is the second-fastest growing county in our
state. It has a very strong economic base that includes world-class companies
such as Nissan, Ingram Books, Whirlpool Corp. and Hewlett-Packard. In addition,
it has a top-notch higher education institution in Middle Tennessee State
University."
"We are extremely excited about becoming part of the Rutherford County
community," Cruickshanks said.
The Bank of Murfreesboro, has its main office on Memorial Boulevard, a
branch on South Church Street in Murfreesboro, and a full-service branch in
Smyrna. It also maintains 24 ATMs, the most extensive network in Rutherford
County. The bank reported total assets of $150 million as of September 30, 2002,
and its acquisition will bring FirstBank's assets to over $1.04 billion with
representation in 13 counties and 30 banking locations.
"Jim Ayers and his management team value our philosophy of customer and
community service." Rowland said regarding the decision to sell the county's
second-largest independent bank. "I am confident they will enhance the great
organization that we have built with the tremendous resources they will be able
to bring to our market."
"FirstBank has a reputation for maintaining a great degree of local
decision-making in the markets, in addition to being a good corporate citizen,"
Rowland said.
Mr. Rowland will become City President for FirstBank Murfreesboro while
Joyce Ewell and Lewis Webb will continue in roles similar to the ones they have
today.
FirstBank, founded in 1906, is the largest community bank in Tennessee
and was established with the purchase of Farmers State Bank in Scotts Hill,
Tennessee. The bank, headquartered in Lexington, Tennessee, currently has 27
locations in Bruceton, Camden, Dickson, Huntingdon, Jackson, Lexington, Linden,
Memphis, Nashville, Paris, Scotts Hill and Waverly. FirstBank is a wholly owned
subsidiary of First South Bancorp, Inc.
As a leader among community banks in West and Middle Tennessee,
FirstBank offers customers a diverse line of financial products and services and
plays a key leadership role in its communities. James W. Ayers is owner and
chairman of FirstBank and a director of Tennessee Central Bancshares, Inc. He is
also founder of the Ayers Foundation, which makes contributions to education and
art programs in Tennessee, with a focus on communities served by FirstBank. To
read more about FirstBank's products and services, visit its web site at
www.firstbankonline.com.
Murfreesboro Bancorp, Inc. will file a proxy statement and other relevant
documents concerning the merger with the Securities and Exchange Commission
("SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy statement
when it becomes available, and other documents filed by First South Bancorp,
Inc. and Murfreesboro Bancorp, Inc. with the SEC in connection with the merger
at the SEC's web site at www.sec.gov. Documents that Murfreesboro Bancorp, Inc.
files with the SEC will be available free of charge from the Corporate Secretary
of Murfreesboro Bancorp, Inc. at 615 Memorial Boulevard, Murfreesboro, Tennessee
37129, telephone (615) 890-1111. READ THE PROXY STATEMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
Murfreesboro Bancorp, Inc. and its directors and executive officers may be
deemed to be "participants" in Murfreesboro Bancorp, Inc.'s solicitation of
proxies in connection with
the proposed merger. Information regarding the participants, including their
holdings of Murfreesboro Bancorp, Inc.'s stock, is contained in Murfreesboro
Bancorp, Inc.'s annual meeting proxy materials filed with the SEC on March 14,
2002.
This news release contains certain forward-looking statements about the proposed
merger of First South Bancorp, Inc. and Murfreesboro Bancorp, Inc. These
statements include statements regarding the anticipated closing date of the
transaction, anticipated cost savings, and anticipated future results.
Forward-looking statements can be identified by the fact that they include words
like "believe," "expect," "anticipate," "estimate," and "intend" or future or
conditional verbs such as "will," "would," "should," "could," or "may." Certain
factors that could cause actual results to differ materially from expected
include delays in completing the merger, difficulties in achieving cost savings
from the merger or in achieving such cost savings within the expected time
frame, difficulties in integrating First South Bancorp, Inc. and Murfreesboro
Bancorp, Inc., increased competitive pressures, changes in the interest rate
environment, changes in general economic conditions, legislative and regulatory
changes that adversely affect the businesses in which First South Bancorp, Inc.
and Murfreesboro Bancorp, Inc. are engaged, changes in the securities markets,
and other factors disclosed by First South Bancorp, Inc. and Murfreesboro
Bancorp, Inc. in their periodic filings with the SEC. First South Bancorp, Inc.
and Murfreesboro Bancorp, Inc. do not undertake, and specifically disclaim, any
obligation to publicly release the results of any revisions that may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
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