- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 05 2009 - 11:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant
x
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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FIRST BANKSHARES, INC.
(Name of Registrant as Specified In Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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On June 5, 2009, First Bankshares, Inc. mailed the following communication regarding its proposed merger with Xenith
Corporation to its customers:
P. O. Box 1340
Suffolk, Virginia 23439
June 5, 2009
To Our Valued SuffolkFirst Bank Customers:
First Bankshares, Inc., SuffolkFirst Banks parent company, recently announced a proposed merger with Richmond, Virginia-based Xenith Corporation. On behalf of the Board of Directors, I am pleased to personally share this decision with
you. We will work to make this transition as smooth as possible, and our commitment to provide friendly, professional service, to which you have become accustomed, will be foremost in our minds. I think you will find that the changes ahead will
be positive.
The merger and affiliation with Xenith will not immediately affect SuffolkFirsts management team or support personnel. You will
continue to see the same customer service representatives and officers with whom you are familiar at our three Suffolk locations. In many respects, SuffolkFirst will continue to operate as the community bank you have come to value and trust.
The proposed merger with Xenith will result in gross proceeds of not less than $40 million and will add substantial capital to First Bankshares
existing strong capital. We expect the combined capital of the two companies to establish Xenith as one of the strongest capitalized financial institutions in Virginia. The additional capital will also permit us to offer larger loans and expanded
services in the Hampton Roads market and reach out to a much broader customer base in the Virginia banking markets.
Our Board of Directors and management
are confident the proposed merger with Xenith will accelerate sound and profitable growth opportunities otherwise not available through our present capital base. Xenith is led by seasoned, thoughtful bankers with an understanding of the Virginia
banking landscape, and we believe their vision for our combined enterprise is a strong match with SuffolkFirsts culture and commitment to local service.
SuffolkFirst has achieved a great deal and we are proud of our accomplishments since opening for business in January 2003. This success would not have been possible without the teamwork, dedication and loyalty of our shareholders,
customers, directors, officers and friendly support staff; for this, we are most grateful.
As we partner with Xeniths management to launch this
exciting new phase of our corporate life, we solicit your continued support and covet your prayers for a lasting successful future.
Sincerely,
/s/ Darrell G. Swanigan
Darrell G. Swanigan
President & CEO
Additional Information About the Merger and Where to Find It
First Bankshares, Inc. (First Bankshares) and Xenith Corporation will be mailing a joint proxy statement to shareholders of both companies describing the
proposed merger and seeking approval of the merger. First Bankshares will also file the joint proxy statement and other relevant documents concerning the proposed merger with the Securities and Exchange Commission (the SEC).
Security
holders are urged to read the joint proxy statement and other relevant documents when they become available because they will contain important information about the proposed merger.
Security holders of First Bankshares may obtain free copies of these documents through the website maintained by the SEC at
http://www.sec.gov
. Security holders
of First Bankshares may also obtain free copies of these documents by directing a request by telephone or mail to First Bankshares, Inc., P.O. Box 1340, Suffolk, Virginia 23439 (telephone: (757) 934-8200) or by accessing these documents at
First Bankshares website:
http://www.suffolkfirstbanks.com
under Investor Relations/SEC Filings/Documents. The information on First Bankshares website is not, and shall not be deemed to be, a part of this letter or
incorporated into other filings made with the SEC.
First Bankshares and Xenith Corporation and certain of their respective directors, executive officers
and members of management may be deemed to be participants in the solicitation of proxies from the shareholders of First Bankshares and/or Xenith Corporation in connection with the merger. Information about the directors and executive officers of
First Bankshares is set forth in the preliminary proxy statement for its 2009 annual meeting of shareholders filed with the SEC on February 23, 2009. Information about the directors and executive officers of Xenith Corporation may be obtained
by reading the joint proxy statement regarding the merger when it becomes available. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the
joint proxy statement regarding the merger when it becomes available.
Caution Regarding Forward-Looking Statements
This letter contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger
between First Bankshares and Xenith Corporation, (ii) First Bankshares and Xenith Corporations plans, obligations, expectations and intentions and (iii) other statements in the letter that are not historical facts. Words such
as anticipates, believes, intends, should, expects, will, and variations of similar expressions are intended to identify forward-looking statements. These statements are based
on the beliefs of the management of First Bankshares as to the expected outcome of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with
regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in forward-looking statements. Factors that could cause results and outcomes to differ materially include, among
others, the ability to obtain required regulatory and shareholder approvals; the ability to complete the merger as expected and within the expected timeframe; the possibility that one or more of the conditions to the completion of the merger may not
be satisfied; any event that could give rise to a termination of the merger agreement; disruptions to customer and employee relationships and business operations caused by the merger; changes in local and national economies, or market conditions;
changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new
sources; and the other factors detailed in First Bankshares publicly filed documents, including its Annual Report or Form 10-K for the year ended December 31, 2008. First Bankshares assumes no obligation to revise, update, or clarify
forward-looking statements to reflect events or conditions after the date of this letter.
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