-----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, PSUJs5c+yqX8IDKpKfLUyXV+pOXh8SbyRBOvHe79kTLXP+uHa/RmyDdOtb/lOFGv G5FtEEDmB+5q9AgCWPbOjQ== 0001021408-03-005817.txt : 20030409 0001021408-03-005817.hdr.sgml : 20030409 20030409114720 ACCESSION NUMBER: 0001021408-03-005817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030404 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030409 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: 1934 Act SEC FILE NUMBER: 002-86947 FILM NUMBER: 03643556 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. - CURRENT REPORT DATED APRIL 4, 2003 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): April 4, 2003 ------------- 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 After the close of business on April 4, 2003, United Bankshares, Inc. ("United"), a West Virginia corporation, and Sequoia Bancshares, Inc. ("Sequoia"), a Delaware corporation headquartered in Bethesda, Maryland, entered into an Agreement and Plan of Reorganization (the "Agreement") which sets forth the terms and conditions under which Sequoia 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 Sequoia, par value $0.01 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 1.05 shares of United common stock, par value $2.50 per share and cash of $10.00, or a combination thereof, subject to elections and allocation procedures and 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 Sequoia Bank, a wholly-owned subsidiary of Sequoia, 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 Sequoia Bank (the "Bank Merger"). Consummation of the Merger is subject to approval of the shareholders of Sequoia 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 April 7, 2003, 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: April 7, 2003 By: /s/ Steven E. Wilson ------------- --------------------------- Steven E. Wilson, Executive Vice President, Treasurer, Secretary and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE DATED APRIL 7, 2003 EXHIBIT 99.1 News Release [LOGO] UNITED BANKSHARES, INC. For Immediate Release Contact: Steven E. Wilson (304) 424-8704 April 7, 2003 United Bankshares, Inc. To Acquire Sequoia Bancshares, Inc. PARKERSBURG, WV --United Bankshares, Inc. (NASDAQ: UBSI) Chairman, Richard M. Adams, announced the signing of a definitive merger agreement with Sequoia Bancshares, Inc. headquartered in Bethesda, Maryland. Under the agreement, United will acquire Sequoia Bancshares and its wholly owned banking subsidiary, SequoiaBank. Sequoia Bancshares, with $547 million in assets, has 12 full service offices located in northern Virginia, Washington, D.C., and Montgomery County, Maryland. Upon completion of the acquisition, it is anticipated that SequoiaBank will be merged with United's Virginia subsidiary, United Bank, increasing United's Virginia franchise to over $3 billion in assets. United Bank is the 3/rd/ largest Virginia headquartered commercial bank. United Bankshares' total consolidated assets will increase to $6.4 billion with fifty percent of its revenues coming from the northern Virginia, Washington, D.C. metro area. Under the terms of the agreement, based on a market price for United of $28.00, shareholders of Sequoia will be entitled to receive total consideration of $39.40 per share consisting of 1.05 shares of United Bankshares, Inc. common stock plus $10.00 in cash for each share of Sequoia common stock, or a combination thereof, subject to elections and allocation procedures. The transaction is estimated to have an aggregate consideration of approximately $109 million based on Sequoia's 2.46 million common shares outstanding and United's recent stock price. The announced price represents 18.8 times Sequoia's 2003 budgeted earnings, 3.8 times tangible book value and 21% of Sequoia's total assets. Richard Adams stated, "We are very excited about the Sequoia transaction. Sequoia has an excellent banking franchise. 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 excluding revenue enhancements." Sequoia Chairman and CEO, James Tardiff, added, "We are pleased to be joining with United Bankshares. United is a high performance banking company with a great track record of creating shareholder value." Mr. Tardiff and Sequoia President and Chief Operating Officer, J. Paul McNamara, will be joining the United Bankshares' Board of Directors, as well as the United Bank-Virginia Board. United Bankshares, Inc. Announces... April 7, 2003 Page Two Consummation of the proposed merger is subject to certain conditions, among them, regulatory approval and approval by the shareholders of Sequoia. The transaction is expected to be consummated during the fourth quarter of 2003. Following completion of the proposed merger with Sequoia, United will have consolidated assets of over $6.4 billion with 97 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. 2002 represented the 29/th/ consecutive year of dividend increases to United Bankshares' shareholders. United Bankshares stock is traded on the NASDAQ (National Association of Securities Dealers Quotation System) National Market System under the quotation symbol "UBSI". This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the "Merger") between Sequoia Bancshares, Inc. ("Sequoia") and United Bankshares, Inc. ("United"), including future financial and operating results, cost savings enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) United's and Sequoia's plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (iii) other statements identified by words such as "expects" "anticipates," "intends," "plans," "believes," "seeks," "estimates," "targets," "projects," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of United and Sequoia and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of United and Sequoia. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of United and Sequoia may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) the regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) the stockholders of Sequoia may fail to approve the Merger; (6) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which United and Sequoia are engaged; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and United Bankshares, Inc. Announces... April 7, 2003 Page Three adverse changes to credit quality; (9) competition from other financial services companies in United's and Sequoia's markets could adversely affect operations; (10) an economic slowdown could adversely affect credit quality and loan originations; and (11) the involvement of the United States and its allies in the war in southwest Asia could have unpredictable negative affects on United's and Sequoia's businesses and the economy. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sequoia's reports that are made available to the public from time to time and United's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SEC's Internet site (http://www.sec.gov). United and Sequoia caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to United or Sequoia or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. United and Sequoia do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made. Additional Information About the Merger and Where to Find It Shareholders of Sequoia and other investors are urged to read the proxy statement/prospectus that will be included in the registration statement on Form S-4 that United will file with the Securities and Exchange Commission in connection with the proposed merger because it will contain important information about United, Sequoia, the merger, the persons soliciting proxies in the merger and their interests in the merger and related matters. Investors will be able to obtain all documents filed with the SEC by United free of charge at the SEC's Internet site (http://www.sec.gov). In addition, documents filed with the SEC by United will be available free of charge from the Corporate Secretary of United Bankshares, Inc., 514 Market Street, Parkersburg, West Virginia 26101 telephone (304) 424-8800. Read the proxy statement/prospectus carefully before making a decision concerning the merger. [LOGO] UNITED BANKSHARES, INC. THE CHALLENGE TO BE THE BEST NEVER ENDS EX-99.2 4 dex992.txt SELECTED UNAUDITED SUPPLEMENT FINANCIAL AND NONFINANCIAL INFORMATION EXHIBIT 99.2 [LOGO] UNITED BANKSHARES, INC. Acquisition of: [LOGO OF SEQUOIABANK] April 2003 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the "Merger") between Sequoia Bancshares, Inc. ("Sequoia") and United Bankshares, Inc. ("United"), including future financial and operating results, cost savings enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) United's and Sequoia's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects" "anticipates," "intends," "plans," "believes," "seeks," "estimates," "targets," "projects," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of United and Sequoia and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of United and Sequoia. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of United and Sequoia may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) the regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) the stockholders of Sequoia may fail to approve the Merger; (6) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which United and Sequoia are engaged; (7) the interest rate environment may further compress margins and adversely affect net interest income; (8) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (9) competition from other financial services companies in United's and Sequoia's markets could adversely affect operations; (10) an economic slowdown could adversely affect credit quality and loan originations; and (11) the involvement of the United States and its allies in the war in southwest Asia could have unpredictable negative affects on United's and Sequoia's businesses and the economy. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sequoia's reports that are made available to the public from time to time and United's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SEC's Internet site (http://www.sec.gov). United and Sequoia caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to United or Sequoia or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. United and Sequoia do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made. Transaction Highlights . Further expands United into the rapidly growing markets of Northern Virginia, Washington, DC and Maryland . Accretive to GAAP and Cash EPS in the first full year of combined operations . In-market merger with conservative cost save projections . Significant revenue enhancement opportunities Table of Contents - Transaction Summary - Strategic Benefits - Pro Forma Financial Impact - Overview of Sequoia
Transaction Summary Transaction Summary Transaction: United Bankshares, Inc. acquisition of Sequoia Bancshares Purchase Price: $39.40 per share /(1)/ Transaction Value: $109 million Structure: 75% Stock / 25% Cash (election merger) Exchange Ratio: 1.05 plus $10.00 Cash Price: $39.40 Tax Status: Non-taxable at the corporate level; stock portion deferred at shareholder level Due Diligence: Completed Board Representation: Two Sequoia directors to be added to the United Bankshares, Inc. holding company board and United Bank Virginia Board; Sequoia President to be Vice Chairman of United Bank-Virginia (1) Based on $28.00 stock price. Transaction Summary Walk-Away: Double Trigger: (1) Greater than 20% fall in United price from starting price as of announcement, and (2) Greater than 15% underperformance of the NASDAQ Bank Index Required Approvals: Sequoia shareholders and customary regulatory approvals Timing: Fourth Quarter 2003 Consolidation completed prior to year end 2003 Transaction Summary [GRAPHIC] United Bank-VA 30 offices Sequoia 12 offices Transaction Summary Multiples in line with comparable transactions
Transaction Mid-Atlantic Multiples (1) ------------------------------------------- Multiples Mean Median - --------------------------------------------------------------------------------------------------------------------------- Transaction Price as a Multiple of: 20.2x Last Twelve Months EPS as of March 31, 2003 20.2x 22.5x 20.5x Budgeted 2003 Earnings 18.8x (2) Book Value 380.00% Tangible Book Value 380.00%
Notes: 1) Mid-Atlantic region includes DC, DE, MD, NJ, NY, PA, VA, and is based on commercial bank transactions exceeding $15 million in value from 1/1/02 to present. 2) Mercantile Bankshares Corporation's recent announced transaction represented 19.2x F&M Bancorp's I/B/E/S 2003 estimated EPS. Strategic Benefits Strategic Benefits . Unique opportunity to achieve significant cost savings and strong growth . Excellent geographic fit; enhances existing position in Northern Virginia, in addition to the high-growth areas of Washington, D.C. metropolitan area and Montgomery County, Maryland . $3 billion in assets in Northern Virginia, Maryland, and Washington, D.C. metro area . United Bank-VA is the 3/rd/ largest Virginia headquartered commercial bank . Shared philosophy of customer-oriented, community focus; strong credit quality . Enhances commercial lending capabilities of Virginia Bank Strategic Benefits .. Strengthen positions in the affluent and fast growing markets of Arlington, Washington and Montgomery counties .. Montgomery County is home to approximately 20 major federal and private sector research and development regulatory agencies .. The Washington Metro area is an attractive market; the presence of the Federal Government has attracted a large number of ancillary businesses such as trade associations, lobbying groups, law firms, and other businesses
Median 5-Yr 5-Yr Household Projected Per Capita Projected Branches Income($) Growth Income($) Growth ----------------------------------------------------------------------------------------------- Virginia - -------- Fairfax, VA 20 103,160 24.77% 45,138 24.49% - ----------- -- ------- ------ ------ ------ Arlington, VA 6 84,415 27.79% 48,653 26.89% - ------------- - ------ ------ ------ ------ Loudon, VA 4 82,823 17.96% 34,718 20.09% - ---------- - ------ ------ ------ ------ Maryland - -------- Montgomery, MD 12 84,144 16.40% 40,798 18.06% - -------------- -- ------ ------ ------ ------ Washington, DC 9 50,627 21.63% 32,752 22.22% - -------------- - ------ ------ ------ ------
Pro Forma Financial Impact Pro Forma Financial Impact . Significant in-market acquisition opportunity . Branch overlap allows for easy expansion of United's expanding bank network, with the core of the Sequoia branches in Maryland . Provides attractive financial returns: - GAAP and cash earnings accretion - 25% Cost Savings . Capital ratios, reserves and asset quality remain strong . Transaction assumed to close fourth quarter 2003 . Cost savings estimated at $3.4 million pre-tax to be fully phased in by 2004 . Revenue enhancements identified through expanded wealth management and mortgage banking opportunities . Core deposit intangible estimated at 2.87% of core deposits amortized on a straight-line basis over 7 years Pro Forma Financial Impact: Earnings Projections .. Accretive to GAAP and Cash EPS by the fourth quarter of combined operations for the first full year
Projections for Fiscal Year 2004 ---------------- United Bankshares' Earnings $ 100,815 Sequoia's Earnings 7,069 Anticipated After-tax Cost Savings 2,345 Anticipated After-tax Opportunity Cost of Cash (777) Estimated Core Deposit Amortization (750) ---------- Pro Forma Net Income $ 108,702 Estimated Intangible Amortization Expense 1,309 ---------- Pro Forma Cash Net Income $ 110,011 ========== Pro Forma GAAP EPS $ 2.39 Pro Forma Cash EPS $ 2.42
Pro Forma Financial Impact: GAAP and EPS Accretion Projections for Fiscal Year 2004 ---------------- Stand Alone GAAP EPS $2.37 Pro Forma GAAP EPS $2.39 GAAP Accretion to UBSI ($) $0.02 GAAP Accretion to UBSI (%) 1.0% Stand Alone GAAP EPS $2.39 Pro Forma GAAP EPS $2.42 Cash Accretion to UBSI ($) $0.03 Cash Accretion to UBSI (%) 1.3% Pro Forma Financial Impact: Cost Saves Branch Consolidation (1) $1,012 Technology and Operations 572 Business Line Consolidation 1,036 Corporate Overhead 730 ------ Pre-tax Cost Savings $3,350 Taxes 1,005 ------ After-tax Cost Savings $2,345 ====== Savings Percent 25.0% (1) Assumes consolidation of 6 United and Sequoia branches Pro Forma Financial Impact: Capital Ratios and Asset Quality
United Sequoia Pro Forma ---------- ---------- ---------- Tangible Equity/Tangible Assets 7.82% 4.92% 6.29% Tier I Ratio 10.45% 9.10% 9.70% Total Capital Ratio 11.76% 10.50% 11.00% United Sequoia Pro Forma ---------- ---------- ---------- Nonperforming Assets/(Loans + OREO) 0.55% 0.09% 0.51% Reserves/Loans 1.33% 1.16% 1.31% Reserves/Nonperforming Assets 241.55% 1303.462% 256.96% Net Chargeoffs/Average Loans 0.23% NM (1) 0.20%
(1) Net recoveries of $181 thousand. Summary Conclusions . This transaction represents United's 26/th/ merger/acquisition . In market merger creates strong deposit franchise in Maryland, with leading share in affluent, high-growth markets . Significantly enhances commercial lending capabilities of the Virginia Bank. . Accretive to GAAP and Cash EPS in the first full year of combined operations . Identified, achievable cost savings . Significant revenue enhancement opportunities ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT Shareholders of Sequoia and other investors are urged to read the proxy statement/prospectus that will be included in the registration statement on Form S-4 that United will file with the Securities and Exchange Commission in connection with the proposed merger because it will contain important information about United, Sequoia, the merger, the persons soliciting proxies in the merger and their interests in the merger related matters. Investors will be able to obtain all documents filed with the SEC by United free of charge at the SEC's Internet site (http://www.sec.gov). In addition, documents filed with the SEC by United will be available free of charge from the Corporate Secretary of United Bankshares, Inc., 514 Market Street, Parkersburg, West Virginia 26101, telephone: (304) 424-8800. Read the proxy statement/prospectus carefully before making a decision concerning the merger. Overview of Sequoia Bancshares Franchise Summary: Sequoia Bancshares . Sequoia has a strong presence in the high-growth communities it serves . Shares United's culture of customer-oriented focus and strong credit quality . Montgomery County, the Bank's primary Maryland market area, has evolved into a commercial center [GRAPHIC] . Assets: $523.8 million . Loans: $324.3 million . Deposits: $405.0 million . Equity $ 25.7 million . Income: $ 4.6 million . ROE: 20.94% . ROA: 1.03% . NPAs/ (Loans + OREO) 0.09% . 12 branches Franchise Summary: Balance Sheet Composition Loan Mix Liability Mix Real estate construction 8% Money market accounts 23% Commercial 27% Certificates of deposit 37% Consumer 1% Other 40% Other 1% Residential real estate 16% Commercial real estate 47% [GRAPHIC] [GRAPHIC] Nonperforming Assets / (Loans + OREO) 0.09% Reserves / Loans 1.16% Reserves / Nonperforming Assets 1303.46% [LOGO] UNITED BANKSHARES, INC. -----END PRIVACY-ENHANCED MESSAGE-----