SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
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) April 12, 1996
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United Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
West Virginia 0-13322 55-0641179
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
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(Address of principal executive offices) Zip Code
(304) 424-8761
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or address, if changed since last report)
Item 2. Acquisition of Assets
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On April 12, 1996, United Bankshares, Inc. ("UBS") acquired all 2,729,468
of the issued and outstanding shares of Eagle Bancorp, Inc. ("Eagle") in
accordance with the terms and conditions of the Agreement and Plan of Merger
dated August 18, 1995, between UBS and Eagle (the "Agreement"). As a result of
the merger, Eagle ceased to exist and UBS is the surviving bank holding company.
Eagle was a Delaware thrift holding company with its principal place of
business in Charleston, West Virginia, and had one wholly-owned subsidiary,
First Empire Federal Savings and Loan Association, a federally chartered savings
and loan association with its principal place of business in Charleston, West
Virginia. The Agreement provided that upon consummation of the Merger, each
outstanding share of common stock of Eagle (other than any shares held by UBS
other than in a fiduciary capacity or in satisfaction of a debt previously
contracted) shall, by virtue of the Merger and without any action on the part of
the holder thereof, be converted into the right to receive 1.15 shares of UBS
common stock, plus the right to receive cash in lieu of any fractional share
without interest. Fractional shares were paid at $29 1/8 (twenty-nine and one-
eighth dollars) for each portion of fractional share.
For a description of the assets and business of Eagle, the Registrant
hereby incorporates by reference PART I - Item 1. Business and Item 2.
Properties found on pages 4-28 of Eagle Bancorp, Inc. 1995 Form 10-K (File No.
0-17003). The physical properties of Eagle will be used for the purpose of
conducting the business of banking.
The exchange ratio for Eagle's stock was negotiated through arms length
discussions between the managements of UBS and Eagle and Eagle's financial
advisor Wheat, First Securities, Inc. The respective Boards of Directors of UBS
and Eagle determined that the Merger is fair and in the best interests of the
shareholders of UBS and Eagle, respectively. For additional information on the
determination of the exchange ratio and the role of Eagle's financial advisor,
the Registrant hereby incorporates by reference Amendment No. 2 to the
Registration Statement filed on Form S-4 (No. 33-65297) and the sections
entitled THE MERGER - General, The Merger Consideration, Exchange of Eagle Stock
Certificates, Background and Reasons for the Merger and Opinions of Financial
Advisor to Eagle found on pages 29-38 and the Opinion of Wheat, First
Securities, Inc. found at Annex B.
In connection with the execution of the Agreement, United National Bank
("UNB"), a wholly-owned subsidiary of UBS, and First Empire Federal Savings and
Loan Association ("First Empire"), a wholly-owned subsidiary of Eagle, entered
into an Agreement and Plan of Merger dated as of August 18, 1995, (the "Bank
Agreement"). The Bank Agreement set forth the terms and conditions, including
the Merger, pursuant to which First Empire merged with and into UNB
(the "Bank Merger") on April 12, 1996, after the Merger. As a result of the
Merger, First Empire ceased to exist and was merged with and into UNB, the
surviving bank.
Consummation of the Merger was subject to approval of the shareholders of
UBS and Eagle and the receipt of all required regulatory approvals, as well as
other customary conditions. On March 28, 1996, both UBS and Eagle,
respectively, held a Special Meeting of Shareholders to consider and vote upon
the Agreement between UBS and Eagle whereby Eagle would merge with and into UBS.
The respective shareholders of both UBS and Eagle overwhelmingly approved the
Agreement. No other matters came before either meeting or any adjournment or
adjournments thereof. Prior to the Special Meetings of Shareholders, all
applicable regulatory approvals had been received.
Pursuant to the Agreement and related Stockholder Agreements, the holders
of approximately 23% and 28% of the outstanding UBS common stock and Eagle
common stock, respectively, had agreed to vote their shares in favor of the
Merger.
The Agreement permitted Eagle to continue to pay its regular quarterly
dividends of $0.14 per share of Eagle common stock prior to the consummation of
the Merger, but otherwise prohibited the payment of dividends on Eagle common
stock. Pursuant to the Agreement, Eagle adjusted the record and payment dates
of its regular quarterly dividends to coincide with the record and payment dates
of UBS' regular quarterly dividends. The record dates for UBS' regular
quarterly dividends occur in mid-September, mid-December, mid-March and mid-
June, and the respective payment dates occur in the first few days of the
succeeding month.
Item 5. Other Events
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Pursuant to the Merger Agreement, dated August 18, 1995, between UBS and
Eagle Bancorp, Inc., UBS agreed to take such action as was necessary to cause J.
Christopher Thomas, William W. Wagner and Paul C. Winter, Jr. to be elected
directors of UBS upon consummation of the Merger, for a term which expires at
the 1996 Annual Meeting of the Shareholders. In addition, UBS agreed to include,
and has included, such persons as nominees for election as directors of UBS at
the 1996 Annual Meeting of Shareholders.
Name Principal Occupation During Past Five Years
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J. Christopher Thomas Director, President and Chief Operating
Officer, Eagle Bancorp, Inc. and First
Empire Federal Savings and Loan Association
William W. Wagner Chairman of the Board and Chief Executive
Officer, Eagle Bancorp, Inc. and First
Empire Federal Savings and Loan Association
Paul C. Winter, Jr. Director, Eagle Bancorp, Inc. and President,
Bray & Oakley Insurance Agency, Inc., Logan,
West Virginia
Additionally, pursuant to the Merger Agreement, UBS has offered employment
to (a) Mr. Thomas as Executive Vice President of UBS and President and Chief
Executive Officer of the mortgage banking subsidiary ("MBS"), (b) Mr. Wagner as
Executive Vice President of UBS and Chairman of MBS, (c) Mr. Scipio as Executive
Vice President of UBS and Chief Operating Officer of MBS and (d) certain other
non-executive officers, in each case with a base salary equal to the respective
employee's base salary with Eagle and First Empire immediately prior to the
consummation of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired
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Page No.
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(1) Audited Consolidated Financial Statements of
Eagle Bancorp, Inc.
The following document previously filed with the Securities and Exchange
Commission by Eagle Bancorp, Inc. (File No. 0-17003) is hereby incorporated
herein by reference and attached hereto as Exhibit 99(a):
Annual Report on Form 10-K for the fiscal year ended December 31, 1995;
pages 42-62.
(b) Pro Forma Financial Information
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(1) Unaudited Pro Forma Condensed Financial Statements
of United Bankshares, Inc. and Eagle Bancorp, Inc.
Introduction............................................... 7
Pro Forma Condensed Consolidated Balance Sheet
as of December 31, 1995.................................... 8
Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 1995................ 9
Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 1994................ 10
Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 1993................ 11
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements.......................... 12
(c) Exhibits
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2 Agreement and Plan of Merger, dated as of August 18, 1995, between
United Bankshares, Inc. and Eagle Bancorp, Inc. (including Annexes I,
II and III and Schedule I thereto).
99(a) Audited Consolidated Financial Statements of Eagle Bancorp, Inc.;
pages 42-62 of Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
SIGNATURES
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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.
UNITED BANKSHARES, INC.
Date April 26, 1996 By /s/ Joseph Wm. Sowards
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Joseph Wm. Sowards
Its Executive Vice President
and Secretary
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated balance
sheet combines the consolidated historical balance sheets of UBS and Eagle,
assuming the Merger was consummated as of the beginning of the earliest period
presented on a pooling of interests accounting basis.
The following unaudited pro forma combined condensed consolidated
statements of income present the combined consolidated statements of income of
UBS and Eagle, assuming UBS and Eagle had been combined at beginning of each
period presented on a pooling of interests accounting basis.
The pro forma financial data does not give effect to anticipated cost
savings in connection with the Merger.
The pro forma information presented is not necessarily indicative of the
results of operations or the combined financial position that would have
resulted had the Merger been consummated at the beginning of the applicable
periods indicated, nor is it necessarily indicative of the results of operations
in future periods or the future financial position of the combined entities.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
December 31, 1995
(in thousands)
As Reported UBS & EAGLE
------------------------ Pro Forma Pro Forma
UBS EAGLE Adjustments Consolidated
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ASSETS
Cash and due from bank $ 78,909 $ 6,955 $ 85,864
Interest-bearing deposits in other institutions 13,113 13,113
Investment securities 309,473 11,546 321,019
Loans (net of unearned income) 1,374,005 358,980 1,732,985
Less: allowance for loan losses (20,017) (2,528) (22,545)
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Net loans 1,353,988 356,452 1,710,440
Bank premises and equipment 30,575 4,191 34,766
Goodwill 13,297 13,297
Other intangible assets 1,701 1,701
Other assets 27,500 2,530 840 (2) 30,870
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Total Assets $1,815,443 $394,787 $ 840 $2,211,070
========== ======== ======= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 238,568 $ 12,469 $ 251,037
Interest-bearing deposits 1,234,698 287,274 1,521,972
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Total deposits 1,473,266 299,743 1,773,009
Short-term borrowings 82,167 82,167
Federal Home Loan Bank borrowings 33,900 41,597 75,497
Other liabilities 24,888 5,435 4,862 (2) 35,185
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Total Liabilities 1,614,221 346,775 4,862 1,965,858
Stockholders' equity:
Common stock 30,391 273 7,574 (1) 38,238
Surplus 37,466 11,969 (7,574)(1) 41,861
Treasury stock (3,530) (3,530)
Retained earnings l35,580 35,676 (4,022) (2) 167,234
Net unrealized holding gain on AFS securities 1,315 94 1,409
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Total Stockholders' Equity 201,222 48,012 (4,022) 245,212
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Total Liabilities and
Stockholders' Equity $1,815,443 $394,787 $ 840 $2,211,070
=========== ======== ======= ==========
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
For the Year Ended December 31, 1995
(Dollars in thousands, except per share)
As Reported UBS & EAGLE
------------------------ Pro Forma Pro Forma
UBS EAGLE Adjustments Consolidated
------------ ---------- ------------ ------------
Interest income $136,460 $29,355 $165,815
Interest expense 54,770 15,397 70,167
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Net interest income 81,690 13,958 95,648
Provision for possible loan losses 2,075 245 2,320
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Net interest income after provision
for possible loan losses 79,615 13,713 93,328
Other income 12,616 2,136 14,752
Other expenses 48,881 8,600 57,481
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Income before income taxes 43,350 7,249 50,599
Income taxes 15,271 2,511 17,782
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Income from continuing operations $ 28,079 $ 4,738 $ 32,817
======== ======= ======== ========
Earnings per common share:
- --------------------------
Income from continuing operations $2.35 $1.74 $2.18
Average outstanding shares 11,928,582 2,729,468 15,067,470
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
For the Year Ended December 31, 1994
(Dollars in thousands, except per share)
As Reported UBS & EAGLE
------------------------ Pro Forma Pro Forma
UBS EAGLE Adjustments Consolidated
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Interest income $121,157 $26,480 $147,637
Interest expense 43,887 11,785 55,672
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Net interest income 77,270 14,695 91,965
Provision for possible loan losses 1,818 384 2,202
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Net interest income after provision
for possible loan losses 75,452 14,311 89,763
Other income 11,222 1,016 12,238
Other expenses 48,676 7,232 55,908
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Income before income taxes 37,998 8,095 46,093
Income taxes 13,096 2,613 15,709
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Income from continuing operations $ 24,902 $ 5,482 $ 30,384
======== ======= ======== ========
Earnings per common share:
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Income from continuing operations $2.08 $2.01 $2.01
Average outstanding shares 11,993,062 2,729,468 15,131,950
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
For the Year Ended December 31, 1993
(Dollars in thousands, except per share)
As Reported UBS & EAGLE
------------------------ Pro Forma Pro Forma
UBS EAGLE Adjustments Consolidated
------------ ---------- ------------ ------------
Interest income $116,505 $24,119 $140,624
Interest expense 45,009 10,028 55,037
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Net interest income 71,496 14,091 85,587
Provision for possible loan losses 4,332 498 4,830
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Net interest income after provision
for possible loan losses 67,164 13,593 80,757
Other income 12,673 1,627 14,300
Other expenses 49,690 6,417 56,107
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Income before income taxes 30,147 8,803 38,950
Income taxes 9,770 2,712 12,482
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Income from continuing operations $ 20,377 $ 6,091 $ 26,468
======== ======= ======== ========
Earnings per common share:
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Income from continuing operations $1.71 $2.24 $1.76
Average outstanding shares 11,922,521 2,718,930 15,049,291
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNITED BANKSHARES, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Balance Sheet
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1) The stockholders' equity accounts are adjusted to reflect the issuance of
3,138,888 shares of UBS common stock at $2.50 par value. The Exchange Ratio is
1.15 shares of UBS Stock for each share of Eagle Stock outstanding. At December
31, 1995, there were 2,729,468 shares of Eagle Stock outstanding.
2) To reflect nonrecurring charges and related tax effects which will result
directly from the Merger and be included in the consolidated income statement of
UBS within the year after the Merger as follows:
Recapture of pre-1987 bad debt reserve $3,000
Investment banker fee 1,022
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Net nonrecurring charges $4,022
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Exhibit Index
Page No.
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2 Agreement and Plan of Merger, dated as of August
18, 1995, between United Bankshares, Inc. and Eagle
Bancorp, Inc. (including Annexes I, II and III and
Schedule I thereto)......................................... 15
99(a) Audited Consolidated Financial Statements of Eagle
Bancorp, Inc.; pages 42-62 of Annual Report on Form
10-K for the fiscal year ended December 31, 1995............ 77