-----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, R800avMCd7DU5FPNwk1iYRhwe3j9Yuz+9M07L60eBS4NrLHLqEoX54FMOlLNYAeW uDxcZde8D/xKyrT0ezPIdA== 0000950169-01-500122.txt : 20010615 0000950169-01-500122.hdr.sgml : 20010615 ACCESSION NUMBER: 0000950169-01-500122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010614 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010614 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: 000-13322 FILM NUMBER: 1660768 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 d8k.txt UNITED BANKSHARES, INC. 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 Date of Report (Date of earliest event reported): June 14, 2001 ------------- United Bankshares, Inc. ----------------------- (Exact name of registrant as specified in its charter) West Virginia No. 0-13322 55-0641179 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 300 United Center 500 Virginia Street, East Charleston, West Virginia 25301 ---------------------------------------- (Address of Principal Executive Offices) (304) 424-8800 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or address, if changed since last report) Item 5. Other Events - --------------------- Prior to the open of business on June 14, 2001, United Bankshares, Inc. ("United"), a West Virginia corporation, and Century Bancshares, Inc. ("Century"), a Delaware corporation headquartered in Washington, D.C., entered into an Agreement and Plan of Reorganization (the "Agreement") which sets forth the terms and conditions under which Century would merge with and into United (the "Merger") in a transaction intended to be accounted for under the purchase method of accounting. The Agreement provides that upon consummation of the Merger, each outstanding share of common stock of Century, par value $1.00 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 0.4500 shares of United common stock, par value $2.50 per share, cash of $3.43, and the right to receive cash in lieu of any fractional share without interest. In connection with the Merger Agreement, United and Century entered into a Stock Option Agreement, dated as of June 14, 2001, (the "Option Agreement"). Pursuant to the Option Agreement, Century Granted United an option to purchase, subject to adjustments in certain circumstances, up to 644,143 fully paid and non-assessable shares of Century common stock at a price per share of $12.00. In connection with the execution of the Agreement, United Bank ("UB"), a wholly-owned subsidiary of United, and Century National Bank ("CNB"), a wholly- owned subsidiary of Century, 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 CNB (the "Bank Merger"). Consummation of the Merger is subject to approval of the shareholders of Century and the receipt of all required regulatory approvals, as well as other customary conditions. Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits 99.1 Press Release, dated June 14, 2001, issued by United Bankshares, Inc. 99.2 Selected Unaudited Supplemental Financial and Nonfinancial Information 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: June 14, 2001 By: /s/ Steven E. Wilson ------------- --------------------------------------- Steven E. Wilson, Executive Vice President, Treasurer, Secretary and Chief Financial Officer EX-99.1 2 dex991.txt PRESS RELEASE EXHIBIT 99.1 News Release - -------------------------------------------------------------------------------- [UNITED BANKSHARES, INC. LOGO] For Immediate Release Contact: Steven E. Wilson (304) 424-8704 June 14, 2001 United Bankshares, Inc. To Acquire Century Bancshares, Inc. United Bankshares, Inc. (NASDAQ: UBSI) Chairman, Richard M. Adams, announced the signing of a definitive merger agreement with Century Bancshares, Inc. (NASDAQ: CTRY), headquartered in Washington, D.C. Under the agreement, United will acquire Century Bancshares and its wholly-owned banking subsidiary, Century National Bank. Century Bancshares, with $415 million in assets, has 11 full service offices located in northern Virginia, Washington, D.C., and Montgomery County, Maryland. Upon completion of the acquisition, it is anticipated that Century National will be merged with United's Virginia subsidiary, United Bank, increasing United's Virginia franchise to over $2 billion in assets. United Bank will be the 9th largest bank in Virginia and the Washington, DC MSA. United's total assets will increase to $5.4 billion. In a transaction intended to be a tax-free exchange of shares and accounted for under the purchase method of accounting, Century shareholders would receive 0.4500 shares of United Bankshares, Inc. common stock plus $3.43 in cash for each share of Century common stock. The transaction will have an aggregate consideration of approximately $62.5 million based on Century's 4.32 million common shares outstanding. The announced price represents 20 times Century's 2001 earnings estimate, 2.5 times book value and 15% of Century's total assets. Richard Adams stated, "This acquisition will continue to strengthen our position in one of the best markets in the nation and further enhance our franchise value. United anticipates an accretive transaction based upon projected in-market cost savings and revenue enhancements." Century Chairman, Joseph Bracewell, added, "We are happy to be joining with United Bankshares. United is a high performance banking company with a great track record of creating shareholder value." Mr. Bracewell will be joining the United Bankshares Board of Directors. Consummation of the proposed merger is subject to certain conditions, among them, regulatory approval and approval by the shareholders of Century. The transaction is expected to be consummated during the fourth quarter of 2001. United Bankshares, Inc. Announces... June 14, 2001 Page Two Following completion of the proposed merger with Century, United will have consolidated assets of over $5.4 billion with 86 full service offices in West Virginia, Virginia, Maryland, Ohio and Washington, D.C. The combined company would be among the top performing banking companies in the nation. United Bankshares and Century stocks are traded on the NASDAQ (National Association of Securities Dealers Quotation System) National Market System under the quotation symbol "UBSI" and "CTRY", respectively. This press release contains certain forward-looking statements, including certain plans, expectations, goals and projections, which are subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by such statements for a variety of factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature and extent of governmental actions and reforms; and rapidly changing technology evolving banking industry standards. [UNITED BANKSHARES, INC. LOGO] THE CHALLENGE TO BE THE BEST NEVER ENDS EX-99.2 3 dex992.txt SELECTED UNAUDITED FINANCIALS EXHIBIT 99.2 UNITED BANKSHARES, INC. MERGER WITH CENTURY BANCSHARES, INC. - -------------------------------------------------------------------------------- This presentation contains certain forward looking statements with respect to the financial condition, results of operations and business of United Bankshares, Inc. and Century Bancshares, 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 Century Bancshares, 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: . Strategic Impact . Franchise Overview . Market Share Analysis . Century and Market Profile . Combined Operations . Transaction Summary . Transaction Structure . Summary 2 Strategic Impact . Increases United's assets to over $5.4 billion . Increases United's Virginia franchise to over $2.1 billion . Represents an in-market transaction . Adds to shareholder value 3 Franchise Overview Map of Washington, D.C. MSA including Northern Virginia, Southeast Maryland and Washington, D.C. metro areas * Century Branch Locations /\United Branch Locations [MAP APPEARS HERE] UNITED BANK OFFICE LOCATIONS - ---------------------------- VIRGINIA MARYLAND WASHINGTON, D.C. (2) - -------- -------- ANNANDALE BETHESDA ARLINGTON (4) ROCKVILLE CHANTILLY (2) FAIRFAX (4) FALLS CHURCH LEESBURG MANASSAS MCLEAN RESTON STERLING VIENNA (2) CENTURY NATIONAL BANK OFFICE LOCATIONS - -------------------------------------- VIRGINIA MARYLAND WASHINGTON, D.C. (2) - -------- -------- ALEXANDRIA BETHESDA (2) DUMFRIES ROCKVILLE MCLEAN (2) GERMANTOWN RESTON 4 Market Share Analysis . Merging with Century will increase United Bankshares' footprint in Virginia and in the Washington, DC MSA. . Combination of Century and United Bankshares under the United Bankshares umbrella creates a strong platform from which to expand market share. . Post-Merger, United Bankshares will . be the 9th largest bank in Virginia and in the Washington, DC MSA 5 Century Profile: . Total Assets -- $415 million . 11 Full Service Offices -- 5 in Virginia; 2 in Washington, D.C.; 4 in Maryland Virginia/Washington, DC MSA Market Profile: . 12th Most Populated Region . Highest Per Capita Income in the Nation . Very Low Unemployment Rate 6 Pro Forma Combined Operations: United Century Combined Dollars in millions Bankshares Bancshares Company (1) ---------- ---------- ----------- Assets $4,985 $415 $5,400 Loans 3,172 273 3,445 Deposits 3,463 331 3,794 Shareholders' Equity 445 28 473 Full Service Offices 75 11 86 Data as of 3/31/01 (1) Does not reflect intangibles and the related allocation of those intangibles to be recorded in the transaction. 7 Pro Forma Combined Operations: (continued) (Dollars in millions, except per share data) 2001 2002 ---- ---- Net Income (1) United Projected $79,838 $86,562 Century Projected 3,099 3,911 ------- ------- Pro Forma Combined 82,937 90,473 ------- ------- Adjustments (after tax) Cost Savings 1,114 1,885 Revenue Enhancements 105 214 ------- ------- Pro Forma Earnings $84,156 $92,572 ======= ======= Pro Forma EPS (2) $ 1.90 $ 2.09 Stand Alone EPS $ 1.90 $ 2.06 (1) Based on IBES median estimates for both companies; does not constitute management forecasts; excludes merger-related charges. (2) Based on 44.3 million pro forma diluted shares 8 Transaction Summary . Consideration: $3.43 cash + 0.45 United Shares for Each Century Share . Terms: Fixed Exchange Ratio and Cash Tax-free Exchange of Shares Taxable Cash 14.9% Stock Option to United Century Walkaway (greater than) 25% . Accounting Treatment: Purchase . Shares Issued: 1,938,191 . Expected Closing: Fourth Quarter 2001 . Implied Multiples: 3/31/01 Book Value: 252% 2001 Estimated EPS: 20.43X % of Total Assets: 15% 9 Transaction Structure . Financial Impact: - Total assets to $5.4 billion - Market capitalization to over $1.1 billion - Accretive to earnings per share in 2002 . Strategies for Earnings Enhancement: [ ] Expense Saving: - Audit & legal fees - Insurance - Data processing - Corporate overhead - Back room operations - Marketing - Director fees - Consolidate duplicate offices - Regulatory fees - Move deposit rates [ ] Revenue Enhancements: - Expand trust services - Change service charge structure . Century adds: [ ] Strong branch network in good locations in northern Virginia [ ] Expanded presence into the state of Maryland and District of Columbia 10 Summary: . Represents the 25th M&A transaction by United's current management team with a proven track record for achieving operating and conversion efficiencies in deals. . Increases United's franchise value. . Accretive to EPS. . Creates the 9th largest bank in Virginia and the Washington, DC MSA. . Increases United's Virginia franchise to 40% of total consolidated company assets. . Merger consideration represents 15% of Century's assets as compared to 21.5% for First Virginia's acquisition of James River and 28.9% for BB&T's acquisition of F&M National, the two most recently announced Virginia transactions. . The resulting banking company remains well capitalized. . Anticipated to close during the 4th quarter of 2001. . Represents an in-market transaction. 11 -----END PRIVACY-ENHANCED MESSAGE-----