-----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, TXEd2eYP4tYy7sSPLZSPCMYD0S5uId1gh1ApwajaKZvFsXNbx+sPeipEh2OBFb1J KGRNF+wHe+p6ZarcGktLXw== 0000950129-01-501376.txt : 20010615 0000950129-01-501376.hdr.sgml : 20010615 ACCESSION NUMBER: 0000950129-01-501376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010614 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16234 FILM NUMBER: 1660923 BUSINESS ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE., N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-496-40 MAIL ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20004 8-K 1 h88421e8-k.txt CENTURY BANCSHARES, INC. - DATED 6/14/01 1 UNITED STATES 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 CENTURY BANCSHARES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-16234 52-1489098 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1275 PENNSYLVANIA AVENUE N.W., WASHINGTON, D.C. 20004 (Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (202) 496-4000 2 ITEM 5. OTHER EVENTS. The press release attached hereto as Exhibit 99.1 was issued on June 14, 2001 by United Bankshares, Inc. with respect to a transaction involving Century Bancshares, Inc. 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K. Exhibit Number Description ------ ----------- 99.1 Press Release of United Bankshares, Inc. dated June 14, 2001. 3 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTURY BANCSHARES, INC. Dated: June 14, 2001 By: /s/ JOSEPH S. BRACEWELL -------------------------------- Joseph S. Bracewell President 4 5 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release of United Bankshares, Inc. dated June 14, 2001. 5 EX-99.1 2 h88421ex99-1.txt PRESS RELEASE OF UNITED BANKSHARES 1 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 0.45 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. 2 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) 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] 3 Stockholders of Century and United (Companies) and other investors are urged to read the proxy statement/prospectus and other documents that will be included in the Registration Statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (SEC) in connection with the proposed merger. The proxy statement/prospectus will contain important information about the Companies, the merger, and about persons soliciting proxies in the merger, including officers and directors of the Companies and their interest in the merger. After it is filed with the SEC, investors may obtain a free copy of the proxy statement/prospectus and other relevant documents on the SEC's web site (http://www.sec.gov). A proxy statement/prospectus with respect to the proposed merger and other relevant documents will also be made available for free to stockholders of Century and United upon request directed to the Companies' respective Shareholder Relations departments as follows: Shareholder Relations Shareholder Relations United Bankshares, Inc. Century Bancshares, Inc. 514 Market Street 1275 Pennsylvania Avenue, NW Parkersburg, WV 26101 Washington, DC 20004 301-770-1300 202-496-4100 This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Companies believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, they can give no assurance that their expectations will be achieved. Important factors that could cause actual results to differ materially from the Companies' expectations are disclosed in their respective Forms 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission and are incorporated by reference herein (Cautionary Disclosures). Subsequent written and oral forward looking statements attributable to the Companies or persons acting on their behalf are expressly qualified in their entirety by the Cautionary Disclosures. # # # -----END PRIVACY-ENHANCED MESSAGE-----