UNITED STATES
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): July 31, 1998
Commission File No. 0-20293
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1598552
(State of Incorporation) (I.R.S. Employer Identification No.)
211 North Main Street
P.O. Box 446
Bowling Green, Virginia 22427
(Address of principal executive offices)
(804) 633-5031
(Registrant's telephone number)
ITEM 5. Other Events
On July 1, 1998, Union Bankshares Corporation ("Union") completed its
acquisition of Rappahannock Bankshares, Inc. ("RBI"), in a stock-for-stock
exchange of shares accounted for as a pooling-of-interests. The Securities and
Exchange Commission, in its Accounting Series Release No. 135, prohibits
affiliates of all parties to a transaction accounted for as a
pooling-of-interests from selling any shares received in the transaction until
at least 30 days of post merger combined results have been published.
Accordingly, attached hereto is the consolidated balance sheet for Union,
including RBI as of July 31, 1998 and the related consolidated statements of
income for the one and seven month periods then ended.
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UNION BANKSHARES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
July 31
ASSETS 1998
------------
Cash and cash equivalents:
Cash and due from banks $ 20,425
Interest-bearing deposits in other banks 1,461
Federal funds sold 3,688
------------
Total cash and cash equivalents 25,574
------------
Securities available for sale, at fair value 147,487
Investment securities 22,055
------------
Total securities 169,542
------------
Loans, net of unearned income 459,309
Less allowance for loan losses 5,320
------------
Net loans 453,989
------------
Bank premises and equpiment, net 20,866
Other real estate owned 1,390
Other assets 19,244
------------
Total assets $ 690,605
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-interest-bearing demand deposits $ 76,489
Interest-bearing deposits:
Savings accounts 59,806
NOW accounts 75,363
Money market accounts 61,462
Time deposits of $100,000 and over 72,142
Other time deposits 228,943
------------
Total interest-bearing deposits 497,716
------------
Total deposits 574,205
------------
Short-term borrowings 37,210
Long-term borrowings 2,435
Other liabilities 5,205
------------
Total liabilities 619,055
------------
Stockholders' equity:
Common stock 14,365
Surplus 337
Retained earnings 55,118
Accumulated other comprehensive income
Net unrealized gains on securities available for sale, net of taxes 1,730
------------
Total stockholders' equity 71,550
------------
Total liabilities and stockholders' equity $ 690,605
============
See accompanying notes to consolidated financial statements.
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UNION BANKSHARES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income Unaudited)
(Dollars in thousands)
One month Seven months
ended ended
July 31, 1998 July 31, 1998
------------- -------------
Interest and fees on loans $ 3,411 $ 23,134
Interest on securities:
Taxable securities 507 3,472
Tax-exempt securities 331 2,247
Interest on Federal funds sold 31 330
Interest on interest-bearing deposits in other banks 4 47
---------- ----------
Total interest income 4,284 29,230
---------- ----------
Interest on deposits 1,876 12,374
Interest on other borrowings 204 1,596
---------- ----------
Total interest expense 2,080 13,970
---------- ----------
Net interest income 2,204 15,260
160 1,075
---------- ----------
Net interest income after provision
for loan losses 2,044 14,185
---------- ----------
Service charges on deposit accounts 271 1,610
Other service charges and fees 132 1,097
Gains (losses) on securities transactions, net - (25)
Gains on sales of other real estate owned -
and bank premises, net 23 39
Other operating income 39 178
---------- ----------
Total other income 465 2,899
---------- ----------
Salaries and benefits 909 6,092
Occupancy expenses 102 716
Furniture and equipment expenses 129 982
Other operating expenses 550 3,584
---------- ----------
Total other expenses 1,690 11,374
---------- ----------
819 5,710
191 1,128
---------- ----------
Net income $ 628 $ 4,582
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Signatures
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.
Union Bankshares Corporation
(Registrant)
August 25, 1998 s/ G. William Beale
- --------------- -------------------------------
(Date) G. William Beale,
President, Chief Executive Officer
and Director
August 25, 1998 s/ D. Anthony Peay
- --------------- --------------------------------
(Date) D. Anthony Peay,
Vice President and Chief Financial Officer
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