0000950129-01-503571.txt : 20011026
0000950129-01-503571.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950129-01-503571
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011022
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: UNITED BANCSHARES INC /PA
CENTRAL INDEX KEY: 0000944792
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 232802415
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25976
FILM NUMBER: 1763524
BUSINESS ADDRESS:
STREET 1: 300 NORTH THIRD ST
CITY: PHILADELPHIA
STATE: PA
ZIP: 19106
BUSINESS PHONE: 2158292265
MAIL ADDRESS:
STREET 1: 2300 PACKARD BLDG
STREET 2: 111 S 15TH ST
CITY: PHILADELPHIA
STATE: PA
ZIP: 19102
FILED BY:
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: 425
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
425
1
h91501e425.txt
CENTURY BANCSHARES, INC. FOR UNITED BANKSHARES
Filed by Century Bancshares, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended,
and deemed filed pursuant to 14a-12
of the Securities Exchange Act of
1934, as amended
Subject Company: United Bankshares, Inc.
Commission File No: 000-25976
NEWS RELEASE
RELEASE: IMMEDIATE FOR: CENTURY BANCSHARES, INC.
CONTACTS: MEDIA: JOSEPH S. BRACEWELL, CHAIRMAN/CEO 202-496-4040
INVESTOR RELATIONS: DALE G. PHELPS, SVP/CFO 301-468-8667
CENTURY BANCSHARES, INC.
ANNOUNCES THIRD QUARTER RESULTS
Washington, D.C., October 22, 2001, CENTURY BANCSHARES, INC. (NASDAQ
SmallCap Market: CTRY) announced today that net income, exclusive of after-tax
merger- related expense (or "core earnings"), for the third quarter was $102,000
or $0.02 per diluted common share, a 76% decrease compared with net income of
$433,000, or $0.10 per diluted common share in the third quarter of 2000. Core
earnings for the first nine months of 2001 were $1.344 million, or $0.30 per
diluted common share, a 1% increase over 2000 when core earnings were $1.326
million, or $0.30 per diluted common share.
As a result of the events of September 11, several industries and the
economy in general have been negatively impacted. One of the sectors
specifically impacted has been the travel and hotel industry, which has seen
increased cancellations and low occupancy rates. As a result of our
concentration in this industry and the importance of this industry to the
Washington, DC economy, the allowance for credit losses was increased to 1.21%.
The 164% increase in provision for credit losses resulting from this boosting of
credit loss allowance combined with a 5% increase in noninterest expense and
slow growth in net interest income and noninterest income acted to negatively
impact our third quarter earnings performance. While average earning assets for
the third quarter of 2001 increased 14% compared with the same quarter last
year, net interest income increased only 4% as the net interest margin declined
from 4.29% to
Century Bancshares, Inc.
3.88% resulting from declining market rates and more intense competition for
loans and deposits. On a positive note, the net interest margin has held steady
at 3.88% for the past two quarters despite an additional 75 basis point easing
by the Federal Reserve during the third quarter of 2001.
Including after-tax merger-related expense of $438,000, Century
reported a net loss for the third quarter 2001 of $336,000, or $0.07 per diluted
common share compared with net income of $433,000, or $0.30 per diluted common
share for the same period last year. Including after-tax merger-related expense
of $2.217 million and after-tax net gains realized from investment portfolio
repositioning of $951,000, net income for the first nine months of 2001 was
$78,000, or $0.02 per diluted common share compared with $1.326 million, or
$0.30 per diluted common share for the same period last year.
"Clearly, Century's financial performance this year has been dominated
by merger-related expense - first as the acquiror in the GrandBanc merger closed
during the first quarter, and more recently as the acquiree in our pending
merger with United," said Joseph S. Bracewell, Chairman, President and CEO.
"Notwithstanding the negative short-term impact on our earnings performance, we
continue to believe that both of these merger transactions will provide
substantial value for our stockholders in the long run."
Total assets at September 30, 2001 were $413.4 million, an increase of
$14.1 million, or 4%, compared with $399.3 million one year earlier. Total
loans, net of unearned income, at September 30, 2001 were $291.0 million and
total deposits were $330.3 million, reflecting increases of 21% and 4%,
respectively, compared with September 30, 2000.
CenturyBancshares, Inc. is the parent company of Century National Bank,
a community bank providing a full range of loans and financial services to
professionals, small businesses, and non-profit organizations in the Washington,
DC metropolitan area. Century operates eleven banking offices - five in Northern
Virginia, four in Montgomery County, and two in the District - and owns an
insurance agency. On June 14, 2001, Century signed a definitive agreement to
merge with United Bankshares, Inc. The merger with United, which is subject to
regulatory and shareholder approvals, is expected to close in the fourth quarter
of this year.
-2-
Century Bancshares, Inc.
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 Company
believes that the expectations reflected in such forward looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. Important factors that could cause actual results
to differ materially from the Company's expectations are disclosed in its Form
10-K dated March 29, 2001, 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 Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Disclosures.
ADDITIONAL INFORMATION
SHAREHOLDERS OF CENTURY AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS INCLUDED IN THE REGISTRATION STATEMENT
ON FORM S-4 FILED BY UNITED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
(SEC) IN CONNECTION WITH THE PROPOSED MERGER OF CENTURY AND UNITED. THE PROXY
STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT CENTURY, UNITED, THE
MERGER, AND ABOUT PERSONS SOLICITING PROXIES IN THE MERGER, INCLUDING OFFICERS
AND DIRECTORS OF CENTURY, AND THEIR INTEREST IN THE MERGER.
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 CENTURY STOCKHOLDERS BY
CONTACTING CENTURY'S SHAREHOLDER RELATIONS DEPARTMENT AS FOLLOWS:
SHAREHOLDER RELATIONS
CENTURY BANCSHARES, INC.
1275 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20004
202-496-4100
(tables follow)
-3-
-4-
CENTURY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------------------
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
(Dollars in thousands, except per share amounts) 2001 2000 2001 2000
------------ ------------- -------------- -------------
EARNINGS DATA:
Interest Income $ 7,268 $ 7,204 $ 22,682 $ 19,615
Interest Expense 3,563 3,639 11,657 9,168
------------ ------------- ------------- -------------
Net Interest Income 3,705 3,565 11,025 10,447
Provision for Credit Losses 725 275 1,295 715
------------ ------------- ------------- -------------
Net Interest Income After Provision 2,980 3,290 9,730 9,732
Noninterest Income 524 519 1,963 1,469
Noninterest Expense 3,381 3,216 9,669 9,150
------------ ------------- ------------- -------------
Income Before Income Tax Expense 123 593 2,024 2,051
Income Tax Expense 21 160 680 725
------------ ------------- ------------- -------------
CORE OPERATING INCOME ("CORE") 102 433 1,344 1,326
Merger-Related Expense-Net of Income Tax (438) - (2,217) -
Investment Portfolio Repositioning Gains-Net
of Income Tax - - 951 -
------------ ------------- ------------- -------------
NET (LOSS) INCOME $ (336) $ 433 $ 78 $ 1,326
============ ============= ============= =============
PER SHARE DATA:
Basic Earnings Per Share-Net (Loss) Income $ (0.08) $ 0.10 $ 0.02 $ 0.31
Basic Earnings Per Share-Core $ 0.02 $ 0.10 $ 0.31 $ 0.31
Diluted Earnings Per Share-Net (Loss) Income $ (0.07) $ 0.10 $ 0.02 $ 0.30
Diluted Earnings Per Share-Core $ 0.02 $ 0.10 $ 0.30 $ 0.30
Book Value Per Share (Period End) $ 5.78 $ 5.44 $ 5.78 $ 5.44
Average Shares Outstanding (Basic) 4,351,993 4,285,427 4,324,332 4,276,476
Average Shares Outstanding (Diluted) 4,649,481 4,376,229 4,525,757 4,362,276
Shares Outstanding (Period End) 4,359,213 4,290,985 4,359,213 4,290,985
PERIOD END BALANCE SHEET DATA:
Total Assets $ 413,437 $ 399,319
Total Loans, Net of Unearned Income 291,000 240,048
Allowance for Credit Losses 3,516 2,312
Total Earning Assets 382,791 367,822
Total Intangible Assets 5,264 6,020
Total Noninterest-Bearing Deposits 53,394 52,636
Total Interest-Bearing Deposits 276,892 263,448
Total Deposits 330,286 316,084
Total Other Interest-Bearing Liabilities 53,176 57,379
Total Liabilities 388,238 375,988
Total Stockholders' Equity 25,199 23,331
------------- -------------
Total Liabilities and Equity $ 413,437 $ 399,319
============= =============
SELECTED KEY DATA:
Net Interest Margin 3.88% 4.29% 3.93% 4.51%
Efficiency Ratio 74.47% 74.51% 69.15% 73.60%
Return on Average Assets-Core 0.10% 0.48% 0.44% 0.53%
Return on Average Assets-Net (Loss) Income (0.32)% 0.48% 0.03% 0.53%
Return on Average Stockholders' Equity-Core 1.60% 7.51% 7.14% 7.93%
Return on Average Stockholders'
Equity-Net (Loss) Income (5.26)% 7.51% 0.41% 7.93%
Stockholders' Equity to Total Assets (Period End) 6.10% 5.84% 6.10% 5.84%
====================================================================================================================================
-5-
CENTURY BANCSHARES, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------------------
Quarter Ended Nine Months Ended
September 30, September 30,
-------------------------------- ---------------------------------
(Dollars in thousands, except per share amounts) 2001 2000 2001 2000
-------------- -------------- -------------- ---------------
SELECTED AVERAGE BALANCES:
Loans (net) $ 292,421 $ 221,849 $ 281,851 $ 209,055
Investment Securities 77,491 99,107 90,235 81,692
Federal Funds Sold 6,377 9,197 4,717 12,015
Interest Bearing Deposits in Other Banks 8,184 6,344 3,853 8,974
-------------- -------------- -------------- ---------------
Total Earning Assets 384,473 336,497 380,656 311,736
-------------- -------------- -------------- ---------------
Total Assets $ 412,409 $ 361,814 $ 410,965 $ 334,152
============== ============= ============== ===============
Interest Bearing Deposits $ 273,768 $ 226,347 $ 272,080 $ 216,232
Borrowings 54,551 58,292 56,463 43,658
-------------- -------------- -------------- ---------------
Total Interest Bearing Liabilities 328,319 284,639 328,543 259,890
-------------- -------------- -------------- ---------------
Noninterest Bearing Deposits 53,645 51,393 52,654 48,803
Total Deposits 327,413 277,740 324,734 265,035
Total Liabilities 387,083 338,882 385,799 311,827
Stockholders' Equity 25,326 22,932 25,166 22,325
-------------- -------------- -------------- ---------------
Total Liabilities and Equity $ 412,409 $ 361,814 $ 410,965 $ 334,152
============== ============== ============== ===============
ALLOWANCE FOR CREDIT LOSSES:
Balance - Beginning of Period $ 2,955 $ 2,411 $ 2,958 $ 2,209
Provision for Credit Losses 725 275 1,545 715
Charge-offs 244 423 1,148 709
Recoveries 80 49 161 97
-------------- -------------- -------------- ---------------
Balance - End of Period $ 3,516 $ 2,312 $ 3,516 $ 2,312
-------------- -------------- -------------- ---------------
ASSET QUALITY:
Nonaccrual Loans $ 196 $ 1,043
90 Days Past Due 477 216
Other Real Estate Owned 321 114
-------------- ---------------
Total Nonperforming Assets $ 994 $ 1,373
-------------- ---------------
Nonperforming Assets to Total Assets 0.24% 0.34%
Allowance for Credit Losses to Nonperforming Loans 522.44% 183.64%
Allowance for Credit Losses to Total Loans 1.21% 0.96%
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