-----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, CKN+MqqYBjZkOJjWlDs5MEX9zIdBfMmgIMo0NP9a7iAp5B9BqhUCWTlVNNqP9ZuP EV6ZGaLguh1cG1EbyJHf9w== 0000950118-94-000026.txt : 19940225 0000950118-94-000026.hdr.sgml : 19940225 ACCESSION NUMBER: 0000950118-94-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940222 ITEM INFORMATION: 5 FILED AS OF DATE: 19940224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET BANKING CORP CENTRAL INDEX KEY: 0000009659 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 546037910 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-06505 FILM NUMBER: 94512162 BUSINESS ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 BUSINESS PHONE: 8047472000 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 FORM 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 22, 1994 SIGNET BANKING CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-6505 54-6037910 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 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 5. Other Events. Signet Banking Corporation has announced an agreement to merge with Pioneer Federal Savings Bank. The merger will be accounted for as a purchase. The transaction will be non-dilutive. See Exhibit 1 for the News Release dated February 17, 1994. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 1. News release dated February 17, 1994. 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 there-unto duly authorized. SIGNET BANKING CORPORATION (Registrant) Date: February 22, 1994 /s/ Wallace B. Millner, III Wallace B. Millner, III Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) Exhibit 1 Signet Banking Corp. February 17, 1994 8:30 a.m. E.S.T. Teri A. Temples Public Relations Director (804) 771-7210 Pioneer Financial and Signet To Merge FOR IMMEDIATE RELEASE RICHMOND, VA - (February 17, 1994) - Signet Banking Corporation and Pioneer Financial Corporation today jointly announced an agreement to merge. Pioneer is the parent company of Pioneer Federal Savings Bank, a $400 million financial institution located in Chester, Va. The transaction is expected to close in the fall of 1994. In a statement jointly issued by the two Virginia companies, George R. Whittemore, Pioneer president, said, "We are delighted to have our organization join Signet in a transaction that will benefit our shareholders, customers and employees. Signet has extensive knowledge of the businesses and markets we serve, and will nurture the community relationships we have formed over the years." "This transaction will establish Signet in Hopewell and Chase City, and will enhance our existing network in Chester, Colonial Heights, Petersburg and Richmond," added Robert M. Freeman, Signet chairman and chief executive officer. "We look forward to giving our new customers in these markets expanded products with the same level of personalized, quality service Pioneer has always delivered." According to the terms of the agreement, the transaction will be a tax-free exchange of stock. Pioneer's shareholders will receive .6232 shares of Signet common stock for each Pioneer share held subject to adjustment under certain circumstances. Based on Signet's closing stock price of $38 as of February 16, 1994, the transaction has an aggregate value of approximately $60 million, or $23.68 per share. Freeman noted that the transaction will be non-dilutive, adding that Signet plans to repurchase an equivalent number of shares in conjunction with the merger. All offices and banking services of Pioneer will operate as usual until the merger is consummated in the fall. At that time Pioneer will convert to Signet, and customers will be able to bank at any Signet office. After conversion, 10 of Pioneer's 11 branches will remain open. The branch at Parham and Woodman will be consolidated into a Signet branch less than a block away. Signet expects to retain most of Pioneer's employees. "Our intention is to make the transition as least disruptive as possible for Pioneer's employees and its customers," Freeman said. Pioneer's board of directors will be asked to join a Signet advisory board. Signet Banking Corporation, with $11.8 billion in assets, serves commercial and individual customers through 239 regional offices in Virginia, Maryland and the District of Columbia. -----END PRIVACY-ENHANCED MESSAGE-----