-----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, K19HV6tbz8KgfMUP4p8k413m+Emx1up3i/YJ1XZPYwczJBATHl+R/agWOEwp8Wie NiWXU9lklWBDzo+3fBmfcg== 0000916641-96-000995.txt : 19961118 0000916641-96-000995.hdr.sgml : 19961118 ACCESSION NUMBER: 0000916641-96-000995 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960901 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION BANKSHARES CORP CENTRAL INDEX KEY: 0000883948 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 540412820 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20293 FILM NUMBER: 96666734 BUSINESS ADDRESS: STREET 1: 211 NORTH MAIN ST STREET 2: P O BOX 446 CITY: BOWLING GREEN STATE: VA ZIP: 22427 BUSINESS PHONE: 8046335031 MAIL ADDRESS: STREET 1: PO BOX 446 STREET 2: 211 NORTH MAIN ST CITY: BOWLING GREEN STATE: VA ZIP: 22427 FORMER COMPANY: FORMER CONFORMED NAME: UNION BANCORP INC /VA/ DATE OF NAME CHANGE: 19930328 8-K/A 1 UNION BANKSHARES CORP. 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 1996 Commission File No. 0-20293 UNION BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-1598552 (State of Incorporation) (I.R.S. Employer Identification No.) 211 North Main Street P.O. Box 446 Bowling Green, Virginia 22427 (Address of principal executive offices) (804) 633-5031 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits (a) Financial Statements of the Business Acquired On September 1, 1996 Union Bankshares Corporation, a Virginia corporation ("Union"), acquired King George State Bank Inc., King George, Virginia ("King George"), through a statutory share exchange with King George (the "Merger"). The Merger was accounted for as a pooling of interests business combination. Union issued 275,000 shares of common stock for all the outstanding common shares of King George. The exchange ratio was 5.5 shares of Union common stock for each share of King George common stock outstanding on September 1, 1996. Upon consummation of the Merger on September 1, 1996, Union had outstanding a total of 3,567,049 shares of common stock. Union filed a Form 8-K Report reporting the consummation of the Merger and including certain, but not all of the required financial information. All of the financial information contained in this amendment should be in conjunction with the Form 8-K Report previously filed. Interim financial statements of King George as of June 30, 1996 and for the six months then ended were not included in that Report because it was impracticable to provide that information in the required format within the prescribed time period. This interim financial information is included in this amendment to the Form 8-K. (b) Pro Forma Financial Information Pro forma condensed financial information regarding the Merger as of June 30, 1996 and for the six months then ended is also included in this amendment to the Form 8-K Report. (c) Exhibits Exhibit 99.1: Financial statements King George as of June 30, 1996 and for the six months then ended. Exhibit 99.2: Pro forma condensed financial information regarding the Merger as of June 30, 1996 and for the six months then ended. 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. UNION BANKSHARES CORPORATION Date: November 14, 1996 By: /s/ D. ANTHONY PEAY ------------------- D. Anthony Peay Vice President and Chief Financial Officer EX-99 2 EXHIBIT 99.1 King George State Bank, Inc. Balance Sheet June 30, 1996 (Unaudited)
1996 (in thousands) Assets Cash and due from banks $ 1,585 Interest-bearing deposits in other banks 2 Federal funds sold 3,785 Securities 9,737 Loans, net of unearned income 32,837 Less allowance for loan losses (note 2) 324 ----------------- Net loans 32,513 Premises and equpiment, net 615 Other assets 1,322 ----------------- Total assets $ 49,559 ============ Liabilities Deposits Non-interest-bearing demand deposits $ 5,896 Interest-bearing deposits 37,917 --------------- Total deposits 43,813 Short-term borrowings - Long-term borrowings - Other liabilities 945 ----------------- Total liabilities 44,758 ---------------- Stockholders' equity Common stock, $6 par value 300 Surplus 300 Retained earnings 4,244 Unrealized gains on securities available for sale, net of taxes (43) ------------------- Total stockholders' equity 4,801 --------------- Total liabilities and stockholders' equity $ 49,559 ============
See Notes to Interim Financial Information King George State Bank, Inc. Statement of Income For the Six Months June 30, 1996 and 1995 (Unaudited)
1996 1995 (in thousands) Interest income: Interest and fees on loans $1,541 $1,451 Interest on securities 259 309 Federal funds sold 53 7 ---------------------------- Total interest income 1,853 1,767 Interest expense: Interest on deposits 817 761 Interest on other borrowings - 14 ---------------------------- Total interest expense 817 775 ---------------------------- Net interest income 1,036 992 Provision for loan losses (note 2) 90 178 ---------------------------- Net interest income after provision for loan losses 946 814 ---------------------------- Other income: Service fees 58 71 Losses on sales of securities available for sale - (8) Nontaxable life insurance proceeds 262 - Other operating income 28 26 ---------------------------- Total other income 348 89 ---------------------------- Other expenses: Salaries and employee benefits 273 282 Occupancy expenses 80 118 FDIC assessments 1 54 Other operating expenses 230 128 ---------------------------- Total other expenses 584 582 ---------------------------- Income before income taxes 710 321 Income tax expense 132 80 ---------------------------- Net income $ 578 241 ============================
See Notes to Interim Financial Information King George State Bank Statements of Changes in Stockholders' Equity Six Months Ended June 30, 1996 and 1995
Capital Retained Stock Surplus Earnings Total (in thousands) Balance, December 31, 1994 $ 300 $ 300 $ 3,393 $ 3,993 Dividends - - (115) (115) Net income - - 241 241 ----------------------------------------------------- Balance, June 30, 1995 $ 300 $ 300 $ 3,519 $ 4,119 ========= ========= =========== ========== Balance, December 31, 1995 $300 $300 $3,790 $ 4,390 Dividends - - (124) (124) Net income - - 578 578 Unrealized losses on securities available for sale - - (43) (43) ----------------------------------------------------- Balance, June 30, 1996 $ 300 $ 300 $ 4,201 $ 4,801 ========= ========= =========== ==========
King George State Bank, Inc. Statements of Cash Flows (Unaudited) Six Months Ended June 30, 1996 and 1995 (Dollars in thousands)
Operating activities: 1996 1995 Net Income $578 $241 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation of bank premises and equipment 75 57 Provision of loan losses 90 178 Losses on sales of securities available for sale 0 8 (Increase) decrease in other assets 108 (54) Decrease (increase) in other liabilities 78 29 Net cash and cash equivalents provided by operating activities 929 459 Investing activities: Net decrease (increase) in securities (337) 2,509 Net (increase) decrease in loans 94 1,838 Acquisititon of bank premises and equipment (11) (30) Net cash and cash equivalents (used in) provided by investing activities (254) 641 Financing activities: Net increase in deposits 2,410 (462) Cash dividends paid (118) (115) Net cahs and cans equivalents proided by (used in) financing activities 2,292 (577) Increase in cash and cash equivalents 2,967 523 Cash ad cash equivalents at begnning of period 2,405 1,214 Cash and cash equivalents at end of period $5,372 $1,737 See acompanying notes to interim financial statements.
EX-99 3 EXHIBIT 99.2 UNION and KING GEORGE Exhibit 99.2 Pro Forma Condensed Balance Sheets (Unaudited)
June 30, 1996 -------------------------------------------------- King Pro Forma Pro Forma Union George Adjustments Combined (Dollars in thousands) Assets Cash and due from banks $ 15,451 $ 1,585 $ 17,036 Interest-bearing deposits in other banks 418 2 420 Federal funds sold 2,808 3,785 6,593 Securities 127,918 9,737 137,655 Loans, net of unearned income 313,490 32,837 346,327 Less allowance for loan losses 3,953 324 4,277 --------- --------- --------- Net loans 309,537 32,513 - 342,050 Premises and equpiment, net 11,405 615 12,020 Other assets 14,149 1,322 15,471 --------- --------- --------- Total assets $481,686 $ 49,559 $ - $ 531,245 ========== ========= ========= ========= Liabilities Deposits Non-interest-bearing demand deposits $ 47,459 $ 5,896 $ 53,355 Interest-bearing deposits 339,423 37,917 377,340 --------- --------- --------- Total deposits 386,882 43,813 - 430,695 Short-term borrowings 29,927 - 29,927 Long-term borrowings 11,200 - 11,200 Other liabilities 2,700 945 3,645 --------- --------- --------- Total liabilities 430,709 44,758 - 475,467 --------- --------- --------- Stockholders' equity Preferred stock - - - - Common stock, $4 par value 13,168 - 1,100 (1) 14,268 Common stock, $6 par value - 300 (300)(1) - Surplus 674 300 (300)(1) 674 Retained earnings 37,427 4244 (500)(1) 41,171 Unrealized gains (losses) on securities available for sale, net of taxes (292) (43) - (335) --------- --------- ------------ --------- Total stockholders' equity 50,977 4,801 - 55,778 --------- --------- ------------- --------- Total liabilities and stockholders' equity $ 481,686 $ 49,559 $ - $ 531,245 ========== ======== ============= ===========
- --------------------------------- See Notes to Pro Forma Condensed Financial Information 1 UNION and KING GEORGE Pro Forma Condensed Statement of Income For the Six Months June 30, 1996 (Unaudited)
King Pro Forma Union George Combined Interest income: Interest and fees on loans $ 14,289 $ 1,541 $ 15,830 Interest on securities 3,753 259 4,012 Federal funds sold 91 53 144 Interest-bearing deposits in other banks 4 -- 4 ----------- ------------- ----------- Total interest income 18,137 1,853 19,990 Interest expense: Interest on deposits 7,835 817 8,652 Interest on other borrowings 867 -- 867 ----------- -------------- ----------- Total interest expense 8,702 817 9,519 ----------- -------------- ---------- Net interest income 9,435 1,036 10,471 Provision for loan losses (note 2) 231 90 321 ----------- ------------- ----------- Net interest income after provision for loan losses 9,204 946 10,150 ----------- ------------ ----------- Other income: Service fees 1,218 58 1,276 Losses on sales of securities available for sale (103) -- (103) Nontaxable life insurance proceeds -- 262 262 Other operating income 310 28 338 ----------- ------------ ----------- Total other income 1,425 348 1,773 ----------- ------------ ----------- Other expenses: Salaries and employee benefits 3,387 273 3,660 Occupancy expenses 821 80 901 FDIC assessments 2 1 3 Other operating expenses 1,960 230 2,190 ----------- ------------ ----------- Total other expenses 6,170 584 6,754 ----------- ------------ ----------- Income before income taxes 4,459 710 5,169 Income tax expense 984 132 1,116 ----------- ------------ ----------- Net income $ 3,475 $ 578 $ 4,053 =========== =========== =========== Per Share Data: Net income per share of common stock $ 0.55 $ 11.56 $ 1.14 Cash dividends per share of common stock $ 0.30 $ 2.36 $ 0.30 Average common shares outstanding 3,292,049 50,000 3,567,049
See Notes to Pro Forma Condensed Financial Information Union Bankshares Corporation and King George State Bank Notes to Pro Forma Interim Condensed Financial Information (Unaudited) a) The pro forma interim information presented is not necessarily indicative of the results of operations or the financial position that would have resulted had the KGSB Merger been consummated at the beginning of the periods indicated, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. b) It is assumed that the KGSB Merger will be accounted for on a pooling of interests accounting basis and, accordingly, the related pro forma adjustments have been calculated using the exchange ratio, whereby Union will issue 5.5 share of Union Common Stock for each share of KGSB Common Stock. As a result, information was appropriately adjusted for the KGSB Merger by the (I) addition of 275,000 shares of Union Common Stock amounting to $1,100,000; (ii) elimination of 50,000 shares of KGSB Common Stock amounting to $300,000; and (iii) recordation of the remaining amount of $800,000 as a decrease in capital surplus ($300,000) and retained earnings ($500,000) at June 30, 1996. c) Per share data has been computed based on the combined historical net income applicable to common shareholders of Union and KGSB using the historical weighted average shares outstanding of Union Common Stock and the weighted average shares, adjusted to equivalent shares of Union Common Stock, of KGSB, as of the earliest period presented. -----END PRIVACY-ENHANCED MESSAGE-----