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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): February 18, 1998
UNITED BANKSHARES, INC.
(Exact name of Registrant as specified in its charter)
WEST VIRGINIA 0-13322 55-0641179
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number Identification Number)
300 UNITED CENTER, 500 VIRGINIA STREET, EAST
CHARLESTON, WEST VIRGINIA 25301
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (304) 424-8761
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 18, 1998, United Bankshares, Inc. ("United") and Fed One
Bancorp, Inc. ("Fed One") entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Fed One, based in Wheeling, West Virginia, operates 12
banking offices in West Virginia and Ohio through its subsidiary, Fed One Bank.
The Merger Agreement provides for the merger of Fed One into a wholly-owned
subsidiary of United (the "Merger") and contemplates the merger of Fed One Bank
into United National Bank (the "Bank Merger"). Pursuant to the Merger Agreement,
all of the shares of common stock of Fed One ("Fed One Common Stock")
outstanding immediately prior to the consummation of the Merger (subject to
certain exceptions) will be converted into the right to receive 0.75 of a share
(subject to adjustment, as provided in the Merger Agreement, the "Exchange
Ratio") of common stock of United ("United Common Stock"). The Exchange Ratio is
subject to adjustment as a result of a stock split, stock dividend,
recapitalization or similar transaction with respect to United Common Stock,
including a proposed stock dividend declared by United and payable on March 27,
1998, to shareholders of record of United as of March 13, 1998. The Exchange
Ratio is also subject to adjustment at the election of United in the event that
Fed One elects to terminate the Merger Agreement because the average price of
the United Common Stock during a specified period falls below a certain level.
It is anticipated that the transaction will be treated as a "pooling of
interests" for accounting purposes. The Merger is subject to regulatory
approvals, the approval of the shareholders of Fed One, the approval of the
shareholders of United of a proposed amendment to United's Restated Articles of
Incorporation increasing the authorized United Common Stock, and the
satisfaction of various other terms and conditions as set forth in the Merger
Agreement. Upon the consummation of the Merger, United has agreed to cause Mr.
Alan E. Groover, Chief Executive Officer of Fed One, to become a director of
United.
As a condition to the Merger Agreement, United and Fed One have entered
into a Stock Option Agreement pursuant to which Fed One has granted United an
option to purchase up to 474,800 shares (19.9%) of Fed One Common Stock at a
purchase price of $33.50 per share upon the occurrence of certain events as set
forth in the Stock Option Agreement.
The press release issued by United and Fed One in connection with the
announcement of the Merger Agreement and certain investor presentation materials
are attached as exhibits hereto.
This Current Report on Form 8-K, including the investor presentation
materials, contains certain forward looking statements with respect to the
financial condition, results of operations and business of United and Fed One on
a combined basis after the proposed merger. These forward looking statements
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involve certain risks and uncertainties. Factors that may cause actual results
to differ materially from those contemplated by such forward looking statements
include, among others, the following possibilities: (1) expected cost savings
from the proposed merger cannot be fully realized or realized within the
expected time frame; (2) costs or difficulties related to the integration of the
businesses of United and Fed One are greater than expected; (3 revenues
following the proposed merger are lower than expected; (4) competitive pressure
among depository institutions increases significantly; (5) changes in the
interest rate environment reduce interest margins; (6) general economic
conditions, either nationally or in the states in which the combined company
will be doing business, are less favorable than expected; or (7) legislation or
regulatory changes adversely affect the businesses in which the combined company
would be engaged.
Fed One Bancorp, Inc.
Selected Financial Data
December 31
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1997 1996 1995
(Dollars in million, except for shares)
Assets
Total Assets $366.8 $341.9 $334.3
Loans receivable, net of 166.1 133.4 119.5
allowances for loan losses
Deposits 258.9 249.7 241.6
Total Shareholders' Equity 40.6 40.0 42.1
Net Income 3.2 2.3 3.3
Diluted Earnings Per Share(1) $1.36 $0.94 ---
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(1) Earnings per share amounts reflect the adoption of Statement of
Financial Accounting Standards No. 128, Earnings Per Share.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Not applicable.
(b) Not applicable.
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(c) Exhibits.
99.1 Press Release, dated February 18, 1998,
announcing the proposed merger.
99.2 Investor presentation materials used by
United relating to the proposed merger.
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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.
UNITED BANKSHARES, INC.
By: /s/ Joseph Sowards
Joseph Sowards
Executive Vice President
Date: February 18, 1998
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Exhibit Index
Exhibit No. Description
99.1 Press Release, dated February 18,
1998, announcing the proposed
merger.
99.2 Investor presentation materials used
by United relating to the proposed
merger.
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