Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rule 14a-12
of the Securities Exchange Act of 1934
Filed by: FNB Corporation
Subject Company: Bedford Bancshares Inc.
SEC File No. of Bedford Bancshares Inc.: 000-24330
On May 15, 2003, FNB Corporation issued the following press release which, in
part, discussed its pending merger with Bedford Bancshares, Inc.:
For Immediate Release
Thursday, May 15, 2003
Press Release
FNB CORPORATION BOARD APPOINTS
WILLIAM P. HEATH, JR. NEW CEO
Kendall O. Clay, Chairman of the Board of FNB Corporation (NASDAQ: FNBP),
announced today the appointment of William (Bill) P. Heath, Jr., as the new
President and Chief Executive Officer of the company, effective June 2, 2003.
Samuel H. Tollison, who came out of retirement to serve as President and CEO
until a replacement could be found submitted his resignation to take effect
on that same date.
"We are pleased to locate an individual with Bill's breadth of experience,
particularly in community banking, to lead our organization. Our Board and
search committee considered all logical alternatives to find the best fit,
and Bill rose to the top," explained Mr. Clay. "We will miss Sam's day-to-
day influence on our operations, but we promised him a swift transition back
to retirement," Clay added.
Mr. Heath began his banking career at First & Merchants National Bank in his
native Newport News, Virginia in 1965. Most recently, he served as President
and Chief Operating Officer at Harbor Bank in Newport News. Prior to joining
Harbor Bank in 2001, he was the President and CEO of Virginia Financial
Corporation, parent company of Planters Bank & Trust in Staunton, Virginia
and before 1996 held various positions with Crestar Bank and United Virginia
Bank in western Virginia.
At the annual shareholder's meeting held on Tuesday, May 13, the shareholders
overwhelmingly approved the appointment of Beverley E. Dalton, Daniel D.
Hamrick and Steven D. Irvin as Class I directors to serve until the 2005
Annual Meeting of Shareholders and the appointment of Brown Edwards &
Company, LLP, as the company's external auditors for the year ending December
31, 2003. In addition, at its reorganizational meeting, held immediately
following the Annual Meeting of Shareholders, the Board reappointed Kendall
O. Clay, Chairman, Daniel D. Hamrick, Vice Chairman, Peter A. Seitz,
Secretary, and Chris Lewis, Assistant Secretary. The Board also appointed
Mr. Heath as a Director of Class II to be recommended for election at next
year's Annual Meeting of Shareholders.
"I have enjoyed my return to daily association with FNB over the past five
months, but I'm confident that with Mr. Heath's leadership, FNB will continue
to grow and expand. I've known Bill for many years and wholeheartedly
endorse the Board's choice," Tollison commented.
Proxy materials have been sent to shareholders of FNB Corporation ("FNB") and
Bedford Bancshares, Inc. ("Bedford") to solicit approval of their pending
merger at special shareholders meetings to be held on June 25, 2003.
Management anticipates a July 31, 2003 closing if all necessary shareholder
and regulatory approvals are obtained. Upon consummation, FNB Corporation,
and its affiliates, First National Bank, FNB Salem Bank and Trust, N.A. and
Bedford Federal Savings Bank would operate 29 offices and 41 ATMs located
east and west between Pearisburg and Lynchburg and north and south from
Roanoke to Wytheville. First National Bank also operates a wholesale
mortgage lending office in Greenville, South Carolina.
FNB filed a proxy statement/prospectus on Form S-4/A and other documents with
the Securities and Exchange Commission ("SEC") in connection with its pending
merger with Bedford. The Form S-4/A was declared effective on May 12, 2003
and the proxy statement/prospectus was mailed to shareholders on or about May
14, 2003. We urge investors to read the proxy statement/prospectus and other
relevant documents filed with the SEC, because they contain important
information. Investors and security holders are also able to obtain a free
copy of the proxy statement/prospectus and other documents filed by FNB in
connection with the proposed merger at the SEC's web site www.sec.gov. In
addition, documents filed by FNB are available upon written request from the
Corporate Secretary of FNB Corporation, at P.O. Box 600, Christiansburg,
Virginia 24068-0600. Read the proxy statement/prospectus carefully before
making a decision concerning the merger.
For more information contact:
Samuel H. Tollison Peter A. Seitz
President/CEO Executive Vice President/CAO
FNB Corporation FNB Corporation
(540) 382-6041 (540) 381-6700
(until June 2, 2003)
This news release contains certain forward-looking statements about the
company's future prospects and performance and the proposed merger of FNB and
Bedford. 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." These forward-looking statements are based upon the
current beliefs and expectations of the company's and/or Bedford's management
and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond either company's
control. Certain factors that could cause actual results to differ
materially from expected results include delays in completing the merger,
difficulties in achieving cost savings from the merger or in achieving cost
savings with the expected timeframe, difficulties in integrating FNB and
Bedford, 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 Bedford and
FNB are engaged, changes in securities markets and other factors disclosed by
Bedford and FNB in their periodic filings with the SEC. The information
provided in this release is provided only as of the date of this release, and
the company undertakes no obligation to update any forward-looking statements
made herein.