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
December 31, 2003
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(Date of earliest event reported)
FIRST COMMUNITY BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-19297 55-0694814
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 989, Bluefield, Virginia 24605-0989
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(Address of principal executive offices) (Zip Code)
(276) 326-9000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 5. OTHER EVENTS
On December 31, 2003, First Community Bancshares, Inc. (the "Company"),
announced that it entered into an Agreement and Plan of Merger, dated as of
December 31, 2003, between the Company and PCB Bancorp, Inc., a
Tennessee-chartered bank holding company ("PCB Bancorp") (the "Merger
Agreement," a copy of which is attached hereto as Exhibit 2.1), pursuant to
which PCB Bancorp through a reorganization will merge with and into a
subsidiary of First Community Bancshares, Inc. with First Community Bancshares
as the ultimate surviving corporation (the "Merger").
Under the terms of the all cash Merger Agreement, each share of PCB
Bancorp common stock issued and outstanding immediately prior to the Merger will
be exchanged for $40.00 in cash. The Merger is expected to close during the
first quarter of 2004 pending receipt of all requisite regulatory approvals and
the approval of PCB Bancorp's shareholders.
A copy of the press release issued in connection with the signing of
the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated by
reference herein in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit 2.1 Agreement and Plan of Merger, dated as
of December 31, 2003, between First
Community Bancshares, Inc. and PCB Bancorp,
Inc.
Exhibit 99.1 Press Release dated December 31, 2003.
SIGNATURE
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 thereunto duly authorized.
FIRST COMMUNITY BANCSHARES, INC.
By: /s/ Robert L. Schumacher
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Robert L. Schumacher
Senior Vice President and
Chief Financial Officer
Date: December 31, 2003.