SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2054
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Earliest Event Reported - October 29, 1996
PREMIER BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 0-15729 54-1377250
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
29 College Drive, PO Box 1199 Bluefield, Virginia 24605-1199
(Address of principal executive offices)
(540) 322-2242
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
This exhibit index as required by item 601(a) (2) of Regulation S-K
is included on page 4 of this report.
CURRENT REPORT ON FORM 8-K
Item 5. OTHER EVENTS
Premier Bankshares Corporation ("Premier") is filing this form
8-k to disclose that on October 29, 1996, First Virginia Banks,
Inc. ("First Virginia") and Premier executed an Agreement and Plan
of Reorganization ("Agreement") under which Premier agreed to be
merged into First Virginia. The Agreement provides that
stockholders of Premier will receive .545 shares of First Virginia
common stock for each outstanding share of Premier common stock.
Premier owns and operates three subsidiary banks. The 13-
office, $239-million Premier Bank-South, N.A. is headquartered in
Wytheville and serves Wythe, Roanoke, Grayson and Montgomery
counties and the City of Galax. The 14-office, $310-million
Premier Bank-Central, N.A. operates in Dickenson, Wise, Buchanan,
Washington and Russell Counties and is headquartered in Honaker.
The 9-office, $199-million Premier Bank, N.A. is headquartered in
Tazewell and serves Tazewell County.
Upon consummation of the transaction, First Virginia will
issue approximately 3,624,295 shares of Premier's stockholders in
exchange for their shares. The merger will be a tax-free exchange
for Premier's stockholders, and will be accounted for as a purchase
transaction.
In connection with the merger, Premier has issued a stock
option to First Virginia giving First Virginia the right to acquire
up to 19.9% of its shares under certain circumstances at a price of
$20 per share.
The transaction is subject to the completion of a due
diligence review by First Virginia and to approval by Premier's
shareholders, the Virginia and to approval by Premier's
shareholders, the Virginia Bureau of Financial Institutions and
federal regulatory authorities. The parties intend to consummate
the merger during the second quarter of 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
(2) Agreement and Plan of Reorganization and Stock
Option Agreement. These documents have been
previously filed as Exhibit I to First
Virginia's Schedule 13D, filed on November 8,
1996, and are incorporated herein by reference.
(99) Press Release dated October 29, 1996
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 hereunto duly authorized.
PREMIER BANKSHARES CORPORATION
Date: November 21, 1996 By:/s/ James R. Wheeling
James R. Wheeling
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
(2) Agreement and Plan of Reorganization and Stock
Option Agreement are incorporated herein by
reference to Exhibit I to First Virginia's
Schedule 13D, (filed on November 8, 1996)
(99) Press Release dated October 29, 1996 5-6
PREMIER BANKSHARES CORPORATION
29 College Drive
P.O. Box 1199 Tel.: (540) 322-2242
Bluefield, Virginia 24605 Fax: (540) 322-2766
Contact: Jan Lutz (540) 322-2242
NEWS RELEASE -- PUBLISH IMMEDIATELY
PREMIER BANKSHARES TO MERGE WITH FIRST VIRGINIA BANKS, INC.
Bluefield, Virginia, October 29, 1996
The Directors of Premier Bankshares Corporation, a $744-
million multi-bank holding company headquartered in Bluefield,
Virginia, have agreed to affiliate with First Virginia Banks, Inc.,
an $8.2-billion multi-bank holding company headquartered in
Fairfax, Virginia. The announcement was made jointly today by
Harris Hart, II, Chairman of the Board, James R. Wheeling,
President and Chief Executive Officer, of Premier Bankshares, and
Barry J. Fitzpatrick, Chairman, President and Chief Executive
Officer of First Virginia.
Premier Bankshares Corporation operates three banks: the 13-
office, $239-million Premier Bank-South, N.A. headquartered in
Wytheville and serving Wythe, Roanoke, Grayson and Montgomery
counties and the City of Galax; the 14-office, $310-million Premier
Bank-Central, N.A. operating in Dickenson , Wise, Buchanan,
Washington and Russell counties headquartered in Honaker; and the 9-
office, $199-million Premier Bank, N.A., headquartered in Tazewell
and serving Tazewell County.
Shareholders of Premier Bankshares Corporation will receive
.545 shares of First Virginia common stock for each of their
6,650,083 outstanding shares. Based on the most recent closing
price of First Virginia, the value per share of Premier Bankshares
is approximately $24.12 and aggregates $160.4 million. The price
is approximately 2.10 times the September 30, 1996, book value of
Premier and is 15.4 times Premier's trailing 12-months earnings for
the period ended September 30, 1996. Scott & Stringfellow, Inc., a
Richmond, Virginia, based investment banking firm, is serving as
financial advisor to Premier.
First Virginia will issue approximately 3,624,295 shares to
Premier Bankshares Corporation shareholders in a tax free exchange
of shares. In connection with the merger, First Virginia has
simultaneously announced a 1.9 million share increase in its
existing stock repurchase program, bringing the new program to a
4.0 million share total. No timetable for the purchase has been
set; however, it is anticipated that the purchases will be made
over the next few years. Due to the share repurchases, the merger
will be accounted for as a purchase transaction. The combined
organization will have a Tier I capital ratio of approximately
14.03%, a total capital ratio of 15.16% and a leverage ratio of
9.499%, which are among the highest of all banks in the country.
For the nine-month period ended September 30, 1996, Premier
produced a return on assets of 1.39% and a return on equity of
14.09%. First Virginia expects a combination of growth, cost
savings, additional product offerings and share repurchases to
absorb the initial dilution of less than 1% within two years, after
which there will be a positive addition to earnings per share.
Messrs. Wheeling and Fitzpatrick stated that a definitive
agreement has been entered into and that the transaction is subject
to completion of a due diligence review and to approval by Premier
Bankshares Corporation shareholders as well as state and federal
regulatory authorities. In connection with the merger, Premier has
issued a stock option to First Virginia that gives First Virginia
the right to acquire up to 19.9% of its shares under certain
circumstances at a price of $20 per share. It is anticipated that
the transaction will be closed in the early second quarter of 1997.
The three Premier banks will merge into existing First Virginia
member banks, and all Premier directors will become members of the
boards of the merged banks.
Mr. Wheeling explained that the affiliation with First
Virginia would enable Premier to expand its commitment to superior
customer service by taking advantage of the greater resources and
product offerings of First Virginia. At the same time, by
maintaining the locally based directors and management in the
company's market area, the combined banks will be well suited to
maintain the personal service and responsive attention to
customers' needs provided by a community bank.
Mr. Fitzpatrick expressed his pleasure with the affiliation
with the largest bank-holding company in southwest Virginia, noting
that it extends significantly First Virginia's commitment to the
people and communities in this part of the state and reinforces the
corporation's position as a super community bank. Subsequent to
the merger, the combined organizations will have the number one or
two market share in nine of the thirteen southwest Virginia
communities served. Mr. Fitzpatrick remarked that the two
companies have enjoyed almost identical profitability, capital and
asset-quality records.
The return on assets and capital ratios of First Virginia
Banks, Inc., have made it one of the most profitable and best
capitalized of the major banking companies in the mid-Atlantic
area. There are 21 banks in the First Virginia group, including 12
banks with 276 offices in Virginia, five banks with 57 offices in
Maryland and four banks with 25 offices in East Tennessee. First
Virginia also operates a mortgage subsidiary, First Virginia
Mortgage Company; a second-mortgage company, First General mortgage
Company, with 12 offices in the mid-Atlantic and southeastern
states; and a full-service insurance agency, First Virginia
Insurance Services, Inc., with three offices in Virginia. The
corporation's common stock is traded on the New York and
Philadelphia stock exchanges.