-----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, LgD4BuFtOYopbb94Fq0aZp7bgOGtyMyarDXdnamELAoO8berverBCFqvh4SUe0uO 2S/Rv7styonl5K/yQh+9wQ== 0001002105-03-000108.txt : 20030430 0001002105-03-000108.hdr.sgml : 20030430 20030430165639 ACCESSION NUMBER: 0001002105-03-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030415 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBURG FINANCIAL CORP CENTRAL INDEX KEY: 0000914138 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541696103 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24159 FILM NUMBER: 03673688 BUSINESS ADDRESS: STREET 1: 111 W WASHINGTON ST STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 BUSINESS PHONE: 5406876377 MAIL ADDRESS: STREET 1: 111 WEST WASHINGTON STREET STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENT COMMUNITY BANKSHARES INC DATE OF NAME CHANGE: 19931027 8-K 1 mfc8k.htm FORM 8-K Middleburg Financial Corporation



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:  April 15, 2003

(Date of earliest event reported)



MIDDLEBURG FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)



Virginia

(State or Other Jurisdiction

of Incorporation)

0-24159

(Commission File Number)

54-1696103

(IRS Employer

Identification No.)


   

111 West Washington Street

Middleburg, Virginia

(Address of Principal Executive Offices)


20117

(Zip Code)



Registrant’s telephone number, including area code:

(703) 777-6327












Item 2.

Acquisition or Disposition of Assets.


On April 15, 2003, the Middleburg Bank (the “Bank”), a wholly owned subsidiary of Middleburg Financial Corporation (the “Company”), acquired 40% of the issued and outstanding membership interest units (the “Acquisition”) of Southern Trust Mortgage, LLC (“Southern Trust”).  The Bank acquired the membership interest units in equal proportion from the seven members of Southern Trust, all of whom own, in the aggregate, the remaining issued and outstanding units of Southern Trust.  Southern Trust is a regional mortgage lender headquartered in Norfolk, Virginia and has offices in Virginia, Maryland, North Carolina, South Carolina and Georgia.


The purchase price that the Company and the Bank paid in connection with the Acquisition consisted of $6.0 million in cash and 44,359 shares of the Company’s common stock (“Common Stock”).  The components of the purchase price were determined by arms-length negotiations between the parties.  Based upon a value for the 44,359 shares of Common Stock of $2.0 million, the aggregate purchase price paid by the Company and the Bank to the members of Southern Trust was approximately $8.0 million.



Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.


(a)

Financial Statements of Businesses Acquired


The financial statements of Southern Trust required to be included in this report are not included herein pursuant to Item 7(a)(4) and will be filed as soon as possible.


(b)

Pro Forma Financial Information


The pro forma financial information required to be included in this report are not included herein pursuant to Item 7(b)(2) and will be filed as soon as possible.


(c)

Exhibits


None.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



MIDDLEBURG FINANCIAL CORPORATION

        (Registrant)




Date:  April 30, 2003

By:

/s/ Alice P. Frazier


Alice P. Frazier

Executive Vice President and

   Chief Financial Officer



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