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
February 26, 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 File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 989, Bluefield, Virginia 24605-0989
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(Address of principal executive offices) (Zip Code)
(276) 326-0000
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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 February 25, 2003, First Community Bancshares, Inc. (the
"Company"), its wholly owned subsidiary, First Community Bank, National
Association ("First Community Bank") and The CommonWealth Bank, a
Virginia-chartered commercial bank ("CommonWealth Bank"), entered into an
Amendment to the Agreement and Plan of Merger that amended the Agreement and
Plan of Merger, dated as of January 27, 2003, among the parties, pursuant to
which CommonWealth Bank will merge with and into First Community Bank, with
First Community Bank as the surviving corporation (the "Merger").
As amended, the Agreement and Plan of Merger will permit
CommonWealth Bank stockholders to elect to have up to 50% of their outstanding
shares converted into the right to receive cash, instead of 40% as set forth in
the original agreement. The total consideration for the Merger has not changed.
The Merger is expected to close during the second quarter of the calendar year
2003, pending the receipt of all necessary approvals and the approval of
CommonWealth Bank's shareholders.
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 Amendment to Agreement and Plan of Merger, dated
as of February 25, 2003, among First Community Bancshares, Inc.,
First Community Bank, National Association and The CommonWealth
Bank.
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: February 26, 2003.