-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nPj4KOiqARVmTuzYcaYevK63vnLeZWQRdxfy/Tbz/ovIFS9sRQgpD+yc22Eg/aL0 DuUEautmb+3LleeLghRLvg== 0000916641-95-000047.txt : 19950612 0000916641-95-000047.hdr.sgml : 19950612 ACCESSION NUMBER: 0000916641-95-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950228 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950307 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET BANKING CORP CENTRAL INDEX KEY: 0000009659 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 546037910 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06505 FILM NUMBER: 95518963 BUSINESS ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 BUSINESS PHONE: 8047472000 MAIL ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF VIRGINIA CO DATE OF NAME CHANGE: 19860717 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COMMONWEALTH BANKSHARES INC DATE OF NAME CHANGE: 19721020 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COMMONWEALTH CORP DATE OF NAME CHANGE: 19701113 8-K 1 SIGNET 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): February 28, 1995 SIGNET BANKING CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-6505 54-6037910 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation or organization) 7 North Eighth Street, Richmond, Virginia 23219 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 804 747-2000 Not Applicable Former name, former address and former fiscal year, if changed since last report ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On February 28, 1995, Signet Banking Corporation ("Signet") distributed all of the Capital One Financial Corporation ("Capital One") common stock it held to Signet stockholders in a tax-free distribution. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) The following pro forma financial information is being filed herewith: (1) Pro Forma Unaudited Consolidated Condensed Statement of Income for the year ended December 31, 1994. (2) Pro Forma Unaudited Consolidated Condensed Balance Sheet as of December 31, 1994. (c) Exhibits. 1. News release dated February 28, 1995. 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 thereunto duly authorized. SIGNET BANKING CORPORATION (Registrant) Date: February 28, 1995 /s/ W. H. Catlett, Jr. W. H. Catlett, Jr. Executive Vice President and Controller (Chief Accounting Officer) Item 7.(b). Pro Forma Financial Information (in thousands) The following tables present (i) the historical consolidated condensed statement of income for the year ended December 31, 1994, and the historical consolidated condensed balance sheet as of December 31, 1994, for Signet and (ii) the unaudited pro forma consolidated condensed statement of income for the year ended December 31, 1994 and the unaudited pro forma consolidated condensed balance sheet as of December 31, 1994 for Signet giving effect to the Pro Forma Adjustments described below. The pro forma consolidated condensed statement of income was prepared assuming that the Pro Forma Adjustments had occurred January 1, 1994. The Pro Forma Adjustments for the pro forma consolidated condensed balance sheet represent the December 31, 1994 Capital One balance sheet, an adjustment for minority-interest and assumes that these Pro Forma Adjustments had occurred December 31, 1994. The pro forma consolidated condensed financial statements presented below do not purport to represent what the results of operations or financial position would actually have been if the Pro Forma Adjustments had occurred on the dates referred to above or to be indicative of the future results of operations or financial position of Signet. The Pro Forma Adjustments are based upon available information and certain assumptions that Signet believes are reasonable. Item 7.(b).1. Signet Banking Corporation and Subsidiaries Pro Forma Unaudited Consolidated Condensed Statement of Income Year Ended December 31, 1994 (in thousands - except per share) Signet Signet Banking Banking Corporation Pro Forma Corporation Historical Adjustments Pro Forma Interest income: Loans, including fees $ 582,761 $(214,100)(1) $368,661 Securities available 72,696 (583)(1) 72,113 for sale Other 151,556 (43,191)(1) 108,365 Total interest income 807,013 (257,874) 549,139 Interest expense: Interest on deposits 187,130 (2,410)(1) 184,720 Short-term borrowings 93,187 (90,487)(1) 2,700 Long-term borrowings 16,685 16,685 Total interest 297,002 (92,897) 204,105 expense Net interest income 510,011 (164,977) 345,034 Provision for loan 14,498 (30,727)(1) (16,229) losses Net interest income after provision for loan 495,513 (134,250) 361,263 losses Non-interest income 568,083 (396,902)(1) 27,483(3) 198,664 Non-interest expense 846,423 (385,597)(1)(2) 27,483(3) 488,309 Income before income 217,173 (145,555) 71,618 taxes Applicable income taxes 67,339 (51,564)(4) 15,775 Net income $ 149,834 $ (93,991) $ 55,843 Earnings per share $2.59 $0.97 Cash dividends declared per share 1.00 1.00 Average shares 57,863 57,863 outstanding Item 7.(b).1. Signet Banking Corporation and Subsidiaries Pro Forma Unaudited Consolidated Condensed Statement of Income Pro Forma Adjustments (in thousands) (1) The pro forma consolidated condensed statement of income reflects the reduction of income and expenses related to Capital One had the distribution of all of the common stock in Capital One occurred January 1, 1994. Certain funding (interest expense) and overhead allocations for the period prior to November 22, 1994, when Capital One operated as a division of Signet Bank/Virginia, are included in the Capital One amounts. (2) The pro forma consolidated condensed statement of income includes $1,272 (net of income taxes) of minority interest in Capital One. (3) This adjustment represents predominantly fixed overhead expenses, a significant portion of which will remain with Signet. These expenses were added to non-interest income to reflect the service level agreements between Signet and Capital One. (4) The pro forma consolidated condensed statement of income reflects the net effects of the Pro Forma Adjustments at the federal statutory rate of 35% for 1994. Item 7.(b).2. Signet Banking Corporation and Subsidiaries Pro Forma Unaudited Consolidated Condensed Balance Sheet December 31, 1994 (in thousands) Signet Banking Signet Banking Corporation Pro Forma Corporation Historical Adjustments Pro Forma Assets Cash and due from banks $ 531,747 $ (93,880)(1) $ 437,867 Interest bearing deposits with other 355,795 (13,000)(1) 342,795 banks Federal funds sold and securities purchased under resale agreements 1,135,821 (300,000)(1) 835,821 Securities available for sale 1,241,696 (99,070)(1) 1,142,626 Loans held for sale 69,506 69,506 Trading account securities 353,040 353,040 Investment securities 398,783 (13,500)(1) 385,283 Gross loans 8,012,900 (2,228,455)(1) 5,784,445 Less: Unearned income (88,723) (88,723) Allowance for loan losses (220,519) 68,516 (1) (152,003) Net loans 7,703,658 (2,159,939)(1) 5,543,719 Premises and equipment (net) 258,715 (99,684)(1) 159,031 Interest receivable 98,557 (14,615)(1) 83,942 Other assets 783,911 (278,858)(1) 505,053 Total assets $ 12,931,229 $ (3,072,546) $ 9,858,683 Liabilities Deposits $ 7,821,513 $ (478,848)(1) $ 7,342,665 Short-term borrowings 3,312,770 (2,040,688)(1) 1,272,082 Long-term borrowings 253,641 253,641 Interest payable 31,078 (9,264)(1) 21,814 Other liabilities 400,748 (176,089)(1) 224,659 Total liabilities 11,819,750 (2,704,889) 9,114,861 Stockholders' equity 1,111,479 (367,657)(2) 743,822 Total liabilities and $ 12,931,229 $ (3,072,546) $ 9,858,683 stockholders' equity
Item 7.(b).2. Signet Banking Corporation and Subsidiaries Pro Forma Unaudited Consolidated Condensed Balance Sheet Pro Forma Adjustments (in thousands) (1) The Pro Forma Adjustments reflect the assets and liabilities of Capital One at December 31, 1994. (2) The Pro Forma Adjustment reflects the reduction of stockholders' equity for the amount of Signet's investment in Capital One as of the balance sheet date. This amount equals Capital One's stockholders' equity ($474,557) less the minority interest ($106,900) in Capital One. February 28, 1995 Teri A. Temples 4:00 p.m. Public Relations Director (804) 771-7210 SIGNET BANKING CORPORATION COMPLETES SPIN-OFF OF CAPITAL ONE FINANCIAL CORPORATION RICHMOND, Va. (February 28, 1995) Today, Signet Banking Corporation announced that it completed the spin-off of its credit card subsidiary, Capital One Financial Corporation. Signet transferred its interest in Capital One directly to Signet shareholders through a tax-free distribution of common stock. Signet shareholders of record on February 10, 1995 received one Capital One share for each Signet share they owned. Signet Banking Corporation serves commercial and individual customers through 250 regional offices located throughout Virginia, Maryland and the District of Columbia and a 24-hour full-service Telephone Banking Center. -----END PRIVACY-ENHANCED MESSAGE-----