-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wh2Cb1srStI4QojO86wQPwJHLO9UKKKjFvM57g4mQ7P7Z+4PpP/X/cCfAb4tY6er ZB2fwnjAffpGr1d7+dc7gg== 0000950169-97-000838.txt : 19970918 0000950169-97-000838.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950169-97-000838 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970910 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970916 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANKSHARES INC/WV CENTRAL INDEX KEY: 0000729986 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550641179 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 002-86947 FILM NUMBER: 97681067 BUSINESS ADDRESS: STREET 1: 300 UNITED CTR STREET 2: 500 VIRGINIA ST E CITY: CHARLESTON STATE: WV ZIP: 25301 BUSINESS PHONE: 3044248761 MAIL ADDRESS: STREET 1: 300 UNITED CT STREET 2: 500 VIRGINIA SUITE CITY: CHARLESTON STATE: WV ZIP: 25301 8-K 1 UNITED BANKSHARES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) SEPTEMBER 10, 1997 UNITED BANKSHARES, INC. (Exact name of registrant as specified in its charter) WEST VIRGINIA 0-13322 55-0641179 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 300 UNITED CENTER 500 VIRGINIA STREET, EAST CHARLESTON, WEST VIRGINIA 25301 (Address of principal executive offices) Zip Code (304) 424-8761 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or address, if changed since last report) ITEM 5. OTHER EVENTS Following the close of business on September 10, 1997, United Bankshares, Inc. ("United"), a West Virginia corporation, and George Mason Bankshares, Inc. ("George Mason"), a Virginia corporation, entered into an Agreement and Plan of Merger (the "Agreement") which sets forth the terms and conditions under which George Mason would merge with and into United (the "Merger") for a tax-free merger of the two companies. The Agreement provides that upon consummation of the Merger, each outstanding share of common stock of George Mason, par value $1.11 per share, (other than any shares held by United other than in a fiduciary capacity or in satisfaction of a debt previously contracted) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 0.85 share of United common stock, par value $2.50 per share, plus the right to receive cash in lieu of any fractional share without interest. In connection with the execution of the Agreement, United Bank ("UB"), a wholly-owned subsidiary of United, and George Mason Bank ("GMB"), a wholly-owned subsidiary of George Mason, will enter into an Agreement and Plan of Merger (the "Bank Agreement"). The Bank Agreement will set forth the terms and conditions, including the Merger, pursuant to which UB would merge with GMB (the "Bank Merger"). Consummation of the Merger is subject to approval of the shareholders of United and George Mason and the receipt of all required regulatory approvals, as well as other customary conditions. This current report on Form 8-K, including the investor presentation materials, contains certain forward looking statements with respect to the financial condition, results of operations and business of United Bankshares, Inc. and George Mason Bankshares, Inc. on a combined basis after the proposed merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected cost savings from the proposed merger cannot be fully realized or realized within the expected time frame; (2) costs or difficulties related to the integration of the businesses of United Bankshares, Inc. and George Mason Bankshares, Inc. are greater than expected; (3) revenues following the proposed merger are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press release dated September 11, 1997 announcing the proposed merger. 99.2 Investor presentation materials used by United Bankshares, Inc. on September 11, 1997 relating to the proposed merger. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED BANKSHARES, INC. Date September 16, 1997 By /s/ Steven E. Wilson ______________________ _________________________________ Steven E. Wilson Its Executive Vice President, Secretary and Chief Financial Officer Exhibit Index 99.1 Press release dated September 11, 1997 announcing the proposed merger. 99.2 Investor presentation materials used by United Bankshares, Inc. on September 11, 1997 relating to the proposed merger. EX-99 2 EXHIBIT 99.1 [United Bankshares, Inc. News Release Letterhead] FROM: United Bankshares, Inc. FOR IMMEDIATE RELEASE 514 Market Street Parkersburg, WV 26101 CONTACT: Steven E. Wilson DATE: September 11, 1997 Executive Vice President and Chief Financial Officer (304) 424-8800 UNITED BANKSHARES, INC. TO MERGE WITH GEORGE MASON BANKSHARES, INC. United Bankshares, Inc. (UBSI), a $2.5 billion bank holding company headquartered in West Virginia, and George Mason Bankshares, Inc. (GMBS), announced an agreement for the merger of the two companies. George Mason, with $963 million in assets and 22 full service offices located throughout northern Virginia, Washington, D.C., and Montgomery County, Maryland, is a Virginia bank holding company headquartered in Fairfax, Virginia. United becomes the largest banking company headquartered in West Virginia based on pro forma market capitalization. The agreement will be structured as a pooling of interests and will provide for a tax-free exchange of 0.85 share of United common stock for each common share of George Mason. Based on United's September 10th closing stock price, the transaction would have a value of approximately $38.68 per share, or an aggregate consideration of $215 million based on George Mason's 5.55 million common shares and options outstanding. [United Bankshares, Inc. Logo] United Bankshares, Inc. to Merge... September 11, 1997 Page Two The dividend to George Mason shareholders based upon United's current dividend would be $1.15 or a 105% increase. George Mason President and Chief Executive Officer, Bernard H. Clineburg, said, "George Mason is joining a shareholder-driven company with a strong track record of performance. We are excited to be a part of the United team." Clineburg will become the President of United Bankshares and Chairman and CEO of United's Virginia banking entity. Also, George Mason will be represented by five members on the United Bankshares Board of Directors. Richard M. Adams, Chairman and Chief Executive Officer of United, said, "George Mason's franchise, along with United's recent acquisition of First Patriot Bankshares Corporation, significantly enhances United's market share. United will be a major bank in northern Virginia with assets over $1.3 billion. We expect the transaction to be nondilutive to earnings per share and should significantly enhance our franchise value." Following completion of the proposed merger with George Mason, United will have consolidated assets of over $3.5 billion with 74 full service offices in West Virginia, Virginia, Maryland and Washington, D.C. As part of the merger, George Mason Bank, the subsidiary bank of George Mason, will be merged with United Bank, United's Virginia banking subsidiary. The proposed merger is expected to close by the first quarter of 1998. George Mason has issued a stock option to United that allows United to purchase up to 19.9% of George Mason's common shares under certain circumstances. United Bankshares and George Mason stock is traded on the NASDAQ (National Association of Securities Dealers Quotation System) National Market System under the quotation symbols "UBSI" and "GMBS", respectively. EX-99 3 EXHIBIT 99.2 UNITED BANKSHARES, INC. MERGER WITH GEORGE MASON BANKSHARES, INC. This presentation contains certain forward looking statements with respect to the financial condition, results of operations and business of United Bankshares, Inc. and George Mason Bankshares, Inc. on a combined basis after the proposed merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected cost savings from the proposed merger cannot be fully realized or realized within the expected time frame; (2) costs or difficulties related to the integration of the businesses of United Bankshares, Inc. and George Mason Bankshares, Inc. are greater than expected; (3) revenues following the proposed merger are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. 1 PRESENTATION OVERVIEW: (diamond) Strategic Impact (diamond) Franchise Overview (diamond) Market Share Analysis (diamond) George Mason Overview (diamond) Combined Operations (diamond) Transaction Structure (diamond) Summary 2 STRATEGIC IMPACT (diamond) Increases United's assets to over $3.5 billion (diamond) Increases United's Virginia franchise to over $1.3 billion (diamond) Represents an in market transaction (diamond) Adds to shareholder value 3 UNITED BANKSHARES, INC. FRANCHISE OVERVIEW--ALL BRANCH LOCATIONS BANK BRANCH LOCATIONS OF: (bullet) GEORGE MASON BANKSHARES (bullet) UNITED BANKSHARES GRAPHIC IMAGE OF OUTLINE OF STATE LABELED MAPS OF WEST VIRGINIA, VIRGINIA, AND PORTIONS OF OHIO, MARYLAND AND PENNSYLVANIA WITH THE LOCATIONS OF THE BANK BRANCHES OF GEORGE MASON BANKSHARES, INC. AND UNITED BANKSHARES, INC. PLOTTED. 4 MARKET SHARE ANALYSIS (diamond) Merging with George Mason will increase United Bankshares' foothold in northern Virginia. (diamond) Combination of George Mason and United Bankshares under the United Bankshares umbrella creates a strong platform from which to expand market share. (diamond) Post-Merger, United Bankshares will (diamond) be 6th in deposit market share in northern Virginia (diamond) be 10th in deposit market share in Virginia (diamond) remain 3rd in deposit market share in the State of West Virginia 5 GEORGE MASON OVERVIEW: (diamond) Total Assets -- $963 million (diamond) 22 Full Service Offices -- 17 in Virginia; 3 in Washington, D.C.; 2 in Maryland (diamond) NPA's/Assets = 0.15% (diamond) Reserves/NPA's(%) = 134.72% (diamond) Return on Average Assets(%) = 0.90% (diamond) Return on Average Equity(%) = 11.81% Data as of/or for the 6 months ended 6/30/97 6 COMBINED OPERATIONS: United George Combined Dollars in millions Bankshares (1) Mason Company ---------- ----- -------- Assets $2,581 $963 $3,544 Loans 1,967 415 2,382 Deposits 2,019 765 2,784 Shareholders' Equity 264 68 332 Full Service Offices 52 22 74 Loan Production Offices 5 5 10 Data as of 6/30/97 (1) Includes First Patriot Bankshares Corporation. 7 Transaction Summary (diamond) Consideration: 0.85 United Shares for Each George Mason Share (diamond) Terms: Fixed Exchange Ratio Tax-Free Exchange 19.9% Stock Option No Caps, Collars or Walkaways (diamond) Accounting Treatment: Pooling of Interests (diamond) Shares Issued: 4,720,411 (diamond) Expected Closing: First Quarter 1998 (diamond) Implied Multiples: (diamond) 6/30/97 Book Value: 291% (diamond) 1997 Estimated Earnings: 25.12X 8 Transaction Structure (diamond) Financial Impact: - Total assets to $3.5 billion - Market capitalization to over $900 million - Nondilutive on earnings per share in 1998 - Accretive to earnings in following years (diamond) Strategies for Earnings Enhancement: (bullet) Expense Saving: - Audit & legal fees - Insurance - Data processing - Corporate overhead - Back room operations - Marketing - Director fees - Close duplicate offices - Regulatory fees (bullet) Revenue Enhancements: - Expand trust services - Evaluate service charge structure (diamond) George Mason adds: (bullet) Mortgage banking expertise - #1 in northern Virginia in terms of originations (bullet) Strong branch network in good locations in northern Virginia (bullet) First entry into the state of Maryland and District of Columbia 9 Summary: (diamond) This acquisition quadruples our franchise in the attractive northern Virginia market. (diamond) United moves from #98 to #85 among the top 100 banking companies nationally in terms of market capitalization as of June 30, 1997. (diamond) George Mason is one of the fastest growing mortgage companies in Virginia and is #1 in northern Virginia in terms of originations. (diamond) George Mason has had outstanding growth trends and shows potential for the future. (diamond) Return on equity improves. (diamond) The acquisition will be accretive to shareholder value. 10 -----END PRIVACY-ENHANCED MESSAGE-----