8-K

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):

November 29, 2013

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	No. 0-13322	55-0641179
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On November 29, 2013 United Bankshares, Inc. (“United”), Virginia Commerce Bancorp, Inc. (“Virginia Commerce”) and George Mason Bankshares, Inc. (“George Mason”), a direct, wholly owned subsidiary of United, entered into a Joint Waiver and Agreement (the “Waiver”) to waive certain rights set forth in the Agreement and Plan of Reorganization (the “Reorganization Agreement”), dated as of January 29, 2013, by and among United, Virginia Commerce and George Mason, pursuant to which, among other things, Virginia Commerce will merge with and into George Mason, with George Mason continuing as the surviving corporation (the “Merger”).

The Waiver (1) extends, from November 30, 2013 to January 31, 2014, the date after which either United or Virginia Commerce can elect to terminate the Reorganization Agreement if the Merger has not yet been completed, and (2) assuming that all conditions to the consummation of the Merger set forth in the Reorganization Agreement have been satisfied, establishes January 31, 2014 as the closing date of the Merger.

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving United’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in United’s reports filed with the Securities and Exchange Commission (“SEC”) and any identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the United and Virginia Commerce businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of United products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Important Additional Information

On October 17, 2013 and October 21, 2013, respectively, the Merger was approved by the shareholders of Virginia Commerce and United, respectively. United and Virginia Commerce have received regulatory approval for the Merger from the Virginia State Corporation Commission Bureau of Financial Institutions, but have not yet received regulatory approval from the Board of Governors of the Federal Reserve System.

For more information about the Merger, see United’s Current Report on Form 8-K filed with the SEC on January 30, 2013, United’s Annual Report on Form 10-K filed with the SEC on February 28, 2013, and the registration statement filed by United with the SEC on Form S-4 on May 29, 2013 (and all subsequent amendments thereof and prospectus supplements thereunder).

Investors can 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. These documents may also be obtained for free by accessing United’s website at www.ubsi-inc.com under the tab “Investor Relations” and then under the heading “SEC Filings”.

Item 7.01 Regulation FD Disclosure

The press release announcing the Waiver is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Joint Waiver and Agreement, dated as of November 29, 2013, by and among United Bankshares, Inc., Virginia Commerce Bancorp, Inc. and George Mason Bankshares, Inc.
99.1	Joint Press Release, dated November 29, 2013.

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:    November 29, 2013	By:	/s/ Steven E. Wilson
		Steven E. Wilson, Executive Vice President, Treasurer, Secretary and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

JOINT WAIVER AND AGREEMENT

This Joint Waiver and Agreement (this “Waiver”) of Virginia Commerce Bancorp, Inc. (“Virginia Commerce”), United Bankshares, Inc. (“United”) and George Mason Bankshares, Inc. (“George Mason”) is dated as of November 29, 2013.

RECITALS

WHEREAS, United, George Mason and Virginia Commerce are parties to the Agreement and Plan of Reorganization, dated as of January 29, 2013, as amended and supplemented (the “Reorganization Agreement”); and

WHEREAS, Section 9.01(c) of the Reorganization Agreement provides that if the Merger (as defined in the Reorganization Agreement) has not been consummated by November 30, 2013 (the “Outside Date”), either United or Virginia Commerce may terminate the Reorganization Agreement and abandon the Merger if such party’s board of directors so determines by vote of a majority of the members of its entire board of directors, except to the extent that the failure of the Merger to be consummated as of such date arises out of or results from the knowing action or inaction of the party seeking to terminate the Reorganization Agreement pursuant to Section 9.01(c); and

WHEREAS, as of the date hereof, the condition to the consummation of the Merger that is set forth in Section 8.01(b) of the Reorganization Agreement, relating to certain regulatory approvals, has not been satisfied and the parties do not anticipate that it will be satisfied before the Outside Date; and

WHEREAS, each of United and Virginia Commerce desires to waive its right set forth in Section 9.01(c) of the Reorganization Agreement until January 31, 2014 in order to continue to pursue the satisfaction of the condition set forth in Section 8.01(b) of the Reorganization Agreement and, assuming all conditions to the consummation of the Merger are satisfied as of such date, to set an Effective Date (as defined in Section 2.02 of the Reorganization Agreement) for the Merger of January 31, 2014;

NOW, THEREFORE, each of United and Virginia Commerce hereby agrees to waive any right to terminate the Reorganization Agreement provided by Section 9.01(c) of the Reorganization Agreement until and through January 31, 2014. This Waiver shall be strictly construed in accordance with the express terms hereof and shall not operate as a waiver of any other right, remedy, power or privilege of either United or Virginia Commerce under the Reorganization Agreement or of any other term or condition of the Reorganization Agreement. As contemplated in Section 2.02(a)(ii) of the Reorganization Agreement, the parties agree that the Effective Date of the Merger, assuming all conditions to the consummation of the Merger contemplated in the Reorganization Agreement are satisfied as of such date, will be January 31, 2014.

[Signature page follows this page.]

Witness the following signatures:

VIRGINIA COMMERCE BANCORP, INC.
By:	/s/ Peter A. Converse
Name:	Peter A. Converse
Title:	President and Chief Executive Officer

UNITED BANKSHARES, INC.
By:	/s/ Richard M. Adams
Name:	Richard M. Adams
Title:	Chairman of the Board and Chief Executive Officer

GEORGE MASON BANKSHARES, INC.
By:	/s/ Richard M. Adams
Name:	Richard M. Adams
Title:	President

EX-99.1

EXHIBIT 99.1

News Release

For Immediate Release	Contact: Steven E. Wilson
November 29, 2013	Chief Financial Officer
	(800) 445-1347 ext. 8704

United Bankshares, Inc. and Virginia Commerce Bancorp, Inc. Announce

Extended Termination Date for Merger

WASHINGTON, D.C. & CHARLESTON, WV—United Bankshares, Inc. (NASDAQ: UBSI) and Virginia Commerce Bancorp, Inc. (NASDAQ: VCBI) announced today that they have entered into a joint waiver and agreement with respect to the Agreement and Plan of Reorganization, dated as of January 29, 2013, as amended, among United Bankshares, Inc. (“United”), its subsidiary George Mason Bankshares, Inc. (“George Mason”) and Virginia Commerce Bancorp, Inc. (“Virginia Commerce”) to (1) extend from November 30, 2013 to January 31, 2014 the termination date for the merger agreement, and (2) establish January 31, 2014 as the closing date for the merger (the “Merger”) of Virginia Commerce with and into George Mason consistent with the currently scheduled data conversion.

On October 17, 2013 and October 21, 2013, respectively, the Merger was approved by the shareholders of Virginia Commerce and United, respectively. United and Virginia Commerce have received regulatory approval for the Merger from the Virginia State Corporation Commission, but have not yet received regulatory approval from the Board of Governors of the Federal Reserve System.

The targeted January 31, 2014 closing date would coordinate closing the Merger of Virginia Commerce with and into George Mason with the planned consolidation (including data conversion) of Virginia Commerce Bank, a wholly owned subsidiary of Virginia Commerce, with and into United Bank, a wholly owned subsidiary of George Mason.

Richard M. Adams, Chairman and Chief Executive Officer of United, stated: “United and Virginia Commerce are pleased to announce that we have agreed to extend our merger termination date and closing date to January 31, 2014, which is also the date of our data conversion. Our merger has now been approved by the shareholders of both companies and by the Virginia State Corporation Commission. We are looking forward to having the largest community bank headquartered in the Washington, D.C. MSA.”

Cautionary Statements Regarding Forward-Looking Information

This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements about the Merger between Virginia Commerce Bancorp, Inc. and United Bankshares, Inc. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in United’s and Virginia Commerce’s reports filed with the Securities and Exchange Commission (“SEC”), the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the United and Virginia Commerce businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of United products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Important Additional Information

On October 17, 2013 and October 21, 2013, respectively, the Merger was approved by the shareholders of Virginia Commerce and United, respectively. United and Virginia Commerce have received regulatory approval for the Merger from the Virginia State Corporation Commission Bureau of Financial Institutions, but have not yet received regulatory approval from the Board of Governors of the Federal Reserve System.

For more information about the Merger, see United’s Current Report on Form 8-K filed with the SEC on January 30, 2013, United’s Annual Report on Form 10-K filed with the SEC on February 28, 2013, and the registration statement filed by United with the SEC on Form S-4 on May 29, 2013 (and all subsequent amendments thereof and prospectus supplements thereunder).

Investors can 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. These documents may also be obtained for free by accessing United’s website at www.ubsi-inc.com under the tab “Investor Relations” and then under the heading “SEC Filings”.