UNITED BANKSHARES, INC.
MERGER WITH
GEORGE MASON BANKSHARES, INC.
This presentation 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.
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PRESENTATION OVERVIEW:
(diamond) Strategic Impact
(diamond) Franchise Overview
(diamond) Market Share Analysis
(diamond) George Mason Overview
(diamond) Combined Operations
(diamond) Transaction Structure
(diamond) Summary
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STRATEGIC IMPACT
(diamond) Increases United's assets to over $3.5 billion
(diamond) Increases United's Virginia franchise to over $1.3 billion
(diamond) Represents an in market transaction
(diamond) Adds to shareholder value
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UNITED BANKSHARES, INC.
FRANCHISE OVERVIEW--ALL BRANCH LOCATIONS
BANK BRANCH LOCATIONS OF:
(bullet) GEORGE MASON BANKSHARES
(bullet) UNITED BANKSHARES
GRAPHIC IMAGE OF OUTLINE OF STATE LABELED MAPS OF WEST VIRGINIA, VIRGINIA, AND
PORTIONS OF OHIO, MARYLAND AND PENNSYLVANIA WITH THE LOCATIONS OF THE BANK
BRANCHES OF GEORGE MASON BANKSHARES, INC. AND UNITED BANKSHARES, INC. PLOTTED.
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MARKET SHARE ANALYSIS
(diamond) Merging with George Mason will increase United Bankshares' foothold
in northern Virginia.
(diamond) Combination of George Mason and United Bankshares under the United
Bankshares umbrella creates a strong platform from which to expand
market share.
(diamond) Post-Merger, United Bankshares will
(diamond) be 6th in deposit market share in northern Virginia
(diamond) be 10th in deposit market share in Virginia
(diamond) remain 3rd in deposit market share in the State of West
Virginia
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GEORGE MASON OVERVIEW:
(diamond) Total Assets -- $963 million
(diamond) 22 Full Service Offices -- 17 in Virginia; 3 in Washington, D.C.; 2
in Maryland
(diamond) NPA's/Assets = 0.15%
(diamond) Reserves/NPA's(%) = 134.72%
(diamond) Return on Average Assets(%) = 0.90%
(diamond) Return on Average Equity(%) = 11.81%
Data as of/or for the 6 months ended 6/30/97
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COMBINED OPERATIONS:
United George Combined
Dollars in millions Bankshares (1) Mason Company
---------- ----- --------
Assets $2,581 $963 $3,544
Loans 1,967 415 2,382
Deposits 2,019 765 2,784
Shareholders' Equity 264 68 332
Full Service Offices 52 22 74
Loan Production
Offices 5 5 10
Data as of 6/30/97
(1) Includes First Patriot Bankshares Corporation.
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Transaction Summary
(diamond) Consideration: 0.85 United Shares for Each
George Mason Share
(diamond) Terms: Fixed Exchange Ratio
Tax-Free Exchange
19.9% Stock Option
No Caps, Collars or Walkaways
(diamond) Accounting Treatment: Pooling of Interests
(diamond) Shares Issued: 4,720,411
(diamond) Expected Closing: First Quarter 1998
(diamond) Implied Multiples:
(diamond) 6/30/97 Book Value: 291%
(diamond) 1997 Estimated Earnings: 25.12X
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Transaction Structure
(diamond) Financial Impact:
- Total assets to $3.5 billion
- Market capitalization to over $900 million
- Nondilutive on earnings per share in 1998
- Accretive to earnings in following years
(diamond) Strategies for Earnings Enhancement:
(bullet) Expense Saving:
- Audit & legal fees - Insurance
- Data processing - Corporate overhead
- Back room operations - Marketing
- Director fees - Close duplicate offices
- Regulatory fees
(bullet) Revenue Enhancements:
- Expand trust services
- Evaluate service charge structure
(diamond) George Mason adds:
(bullet) Mortgage banking expertise - #1 in northern Virginia in terms of
originations
(bullet) Strong branch network in good locations in northern Virginia
(bullet) First entry into the state of Maryland and District of Columbia
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Summary:
(diamond) This acquisition quadruples our franchise in the attractive northern
Virginia market.
(diamond) United moves from #98 to #85 among the top 100 banking companies
nationally in terms of market capitalization as of June 30, 1997.
(diamond) George Mason is one of the fastest growing mortgage companies in
Virginia and is #1 in northern Virginia in terms of originations.
(diamond) George Mason has had outstanding growth trends and shows potential
for the future.
(diamond) Return on equity improves.
(diamond) The acquisition will be accretive to shareholder value.
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