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): December 28, 1994
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia No.1-6580 54-0497561
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6400 Arlington Boulevard
Falls Church, Virginia
22042-2336
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 241-3656
None
_____________________________________________________________
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On July 1, 1994, the Registrant entered into an Agreement and Plan of
Reorganization and a Plan of Merger (the "Agreement") with Farmers National
Bancorp, a Maryland bank holding company (collectively hereinafter referred
to as "Bancorp") under which the Registrant and Bancorp agreed that Bancorp
would be merged into Registrant and each shareholder of Bancorp would be
entitled to receive (a) 1.5 shares of Registrant's Common Stock for each
share of Bancorp Common Stock or (b) in lieu thereof, $58.53 in cash for
each share of Bancorp stock; provided that the number of shares that could
be exchanged for cash, when added to dissenting shares, could not exceed
30% of the shares of Bancorp Common Stock outstanding immediately prior to
the effective date of the merger.
On December 28, 1994 at 5 p.m., the merger of Bancorp into Registrant
was consummated. Pursuant to the Agreement, Registrant will issue
2,891,786 shares of it Common Stock to Bancorp shareholders and will pay
$45,135,233.91 in cash to those Bancorp shareholders who elected cash. The
source of Registrant's cash will be from internally generated working
capital. Registrant's Common Stock that will be issued will be newly
issued shares. Registrant reacquired approximately 1,639,000 shares of its
Common Stock in the open market in connection with the merger. The merger
will be accounted for as a purchase in accordance with generally accepted
accounting principles.
As a result of the merger, the three subsidiary banks of Farmers
National Bancorp will operate as separate subsidiary banks of Registrant.
Farmers National Bank of Maryland with its 15 offices in the Annapolis,
Maryland, area will operate under the name of Farmers Bank of Maryland as a
state chartered, Federal Reserve member bank. Atlantic National Bank with
four offices in Ocean City and Salisbury, Maryland, will operate under the
name of Atlantic Bank as a state chartered, Federal Reserve member bank.
The Caroline County Bank, with one office in Greensboro, Maryland, will
continue to operate as a state chartered bank under that name. It will also
be a member of the Federal Reserve System.
Item 7. Financial Statements and Exhibits.
Pursuant to General Instruction B.3 of Form of 8-K, Registrant has not
included in this Report the information called for in Items 7(a) and 7(b)
since the same information has been previously reported by the Registrant
in its Registration Statement No. 33-56127 on Form S-4 filed on October
21, 1994.
(a) Financial Statements of Businesses Acquired. Reference is made
to Farmers National Bancorp's Annual Report on Form 10-K for the year ended
December 31, 1993 and Farmers National Bancorp's quarterly reports on Form
10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30,
1994 which were incorporated by reference by Registrant in its Registration
Statement No. 33-56127 on Form S-4 as filed on October 21, 1994.
(b) Pro Forma Financial Information. Reference is made to the Pro
Forma Financial Information concerning the merger including the notes to
the Pro Forma Financial Information that is included as part of the
Registration Statement No. 33-56127 on Form S-4 as filed on October 21,
1994.
(c) Exhibits. The Agreement and Plan of Reorganization and the Plan
of Merger, both dated July 1, 1994 between the Registrant and Farmers
National Bancorp were previously filed as part of Registration Statement
No. 33-56127 on Form S-4 (Appendix A of the Proxy Statement - Prospectus)
as filed by the Registrant on October 21, 1994.
SIGNATURE
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.
FIRST VIRGINIA BANKS, INC.
Date: January 10, 1995 By: /s/ Barry J. Fitzpatrick
__________________________________
Barry J. Fitzpatrick, Chairman and
Chief Executive Officer