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) SEPTEMBER 10, 1997
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 No.) Identification No.)
300 UNITED CENTER
500 VIRGINIA STREET, EAST
CHARLESTON, WEST VIRGINIA 25301
(Address of principal executive offices) Zip Code
(304) 424-8761
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or address, if changed since last report)
ITEM 5. OTHER EVENTS
Following the close of business on September 10, 1997, United
Bankshares, Inc. ("United"), a West Virginia corporation, and George Mason
Bankshares, Inc. ("George Mason"), a Virginia corporation, entered into an
Agreement and Plan of Merger (the "Agreement") which sets forth the terms and
conditions under which George Mason would merge with and into United (the
"Merger") for a tax-free merger of the two companies.
The Agreement provides that upon consummation of the Merger, each
outstanding share of common stock of George Mason, par value $1.11 per share,
(other than any shares held by United 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 0.85 share of United common stock, par value $2.50 per share,
plus the right to receive cash in lieu of any fractional share without interest.
In connection with the execution of the Agreement, United Bank ("UB"),
a wholly-owned subsidiary of United, and George Mason Bank ("GMB"), a
wholly-owned subsidiary of George Mason, will enter into an Agreement and Plan
of Merger (the "Bank Agreement"). The Bank Agreement will set forth the terms
and conditions, including the Merger, pursuant to which UB would merge with
GMB (the "Bank Merger").
Consummation of the Merger is subject to approval of the shareholders
of United and George Mason and the receipt of all required regulatory approvals,
as well as other customary conditions.
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 Bankshares,
Inc. and George Mason Bankshares, Inc. on a combined basis after the proposed
merger. These forward looking statements 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
Bankshares, Inc. and George Mason Bankshares, Inc. 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press release dated September 11, 1997 announcing the proposed
merger.
99.2 Investor presentation materials used by United Bankshares,
Inc. on September 11, 1997 relating to the proposed merger.
SIGNATURES
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 September 16, 1997 By /s/ Steven E. Wilson
______________________ _________________________________
Steven E. Wilson
Its Executive Vice President,
Secretary and Chief Financial Officer
Exhibit Index
99.1 Press release dated September 11, 1997 announcing the proposed
merger.
99.2 Investor presentation materials used by United Bankshares,
Inc. on September 11, 1997 relating to the proposed merger.