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) NOVEMBER 24, 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
At the regular Board of Directors meeting held on November 24, 1997,
United Bankshares, Inc.'s Board of Directors voted on and approved the
following: the fourth quarter 1997 regular dividend to shareholders, a 100%
stock dividend to shareholders and a modification to the stock repurchase plan.
The fourth quarter dividend of 35(cent) per share was declared for
shareholders of record as of December 12, 1997. The fourth quarter dividend
payout of approximately $5.2 million on fifteen million shares is payable
January 2, 1998.
The 100% stock dividend, payable March 27, 1998, to shareholders of
record as of March 13, 1998, is subject to shareholder approval and is expected
to be voted on at the February special shareholders' meeting to be held in
connection with United's pending merger with George Mason Bankshares, Inc. Also,
at the special meeting, shareholders will vote to issue the shares in the George
Mason merger and increase United's authorized shares to accommodate the
additional shares for the George Mason merger.
The Board of Directors also modified United's current stock repurchase
program at the meeting. The modified plan reduced the total number of shares
under the plan to 100,000 shares from the original 400,000 shares, but kept the
same per share price cap at which the shares would be repurchased on the open
market. The timing, price and quantity of purchases under the modified plan will
remain at the discretion of the company and the modified plan may be
discontinued at any time. United's stock closed at $45.25 per share on the
NASDAQ market on November 21, 1997. United currently has 14.97 million shares of
common stock outstanding.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press release dated November 25, 1997 announcing the fourth
quarter 1997 regular dividend to shareholders, the 100% stock
dividend and the modification to the stock repurchase plan
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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 November 26, 1997 By /s/ Steven E. Wilson
___________________ ______________________________
Steven E. Wilson
Its Executive Vice President,
Secretary and Chief Financial Officer
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Exhibit Index
99.1 Press release dated November 25, 1997 announcing the fourth
quarter 1997 regular dividend to shareholders, the 100% stock
dividend and the modification to the stock repurchase plan.
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[United Bankshares, Inc. News Release Letterhead]
FROM: United Bankshares, Inc. FOR IMMEDIATE RELEASE
514 Market Street
Parkersburg, WV 26101
Contact: Steven E. Wilson Date: November 25, 1997
Executive Vice President
and Chief Financial Officer
(304) 424-8800
UNITED BANKSHARES DECLARES DIVIDENDS AND
AMENDS STOCK REPURCHASE PLAN
Richard M. Adams, Chairman and Chief Executive Officer of United
Bankshares, Inc. (UBSI), announced that at the November 24, 1997 board meeting,
United's Board of Directors declared the fourth quarter dividend, a 100% stock
dividend and modified United's current stock repurchase program.
The fourth quarter dividend of 35(cent) per share for shareholders of
record as of December 12, 1997, represents a 9.4% increase over the 32(cent) per
share paid in the fourth quarter of 1996.
The fourth quarter dividend payout of approximately $5.2 million on
fifteen million shares is payable January 2, 1998. The year 1997 is the 24th
consecutive year of dividend increases to United shareholders. The 1997 dividend
of $1.35 equates to a yield of approximately 3% based on recent UBSI market
prices.
The 100% stock dividend, payable March 27, 1998, to shareholders of
record as of March 13, 1998, is subject to shareholder approval and is expected
to be voted on at the February special shareholders' meeting to be held in
connection with United's pending merger with George Mason Bankshares, Inc. Also,
at the special meeting, shareholders will vote to issue the shares in the George
Mason merger and increase United's authorized shares to accommodate the
additional shares for the George Mason merger. The stock dividend should bring
the per share price of United's stock into a more favorable trading range and
will broaden the distribution of the shares.
[United Bankshares, Inc. Logo]
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News Release
United Bankshares Declares...
November 25, 1997
Page Two
The Board of Directors also modified United's current stock repurchase
program at the meeting. The modified plan reduced the total number of shares
under the plan to 100,000 shares from the original 400,000 shares, but kept the
same per share price cap at which the shares would be repurchased on the open
market. The timing, price and quantity of purchases under the modified plan will
remain at the discretion of the company and the modified plan may be
discontinued at any time. United's stock closed at $45.25 per share on the
NASDAQ market on November 21, 1997. United currently has 14.97 million shares of
common stock outstanding.
United previously reported third quarter and first nine months of 1997
earnings of 68(cent) and $2.01 per share, respectively. On a net income basis,
United earned $30.5 million for the first nine months of 1997, compared to $20.6
million reported during the first nine months of 1996. United continues to be
ranked as one of the top performing banking companies in the country based on a
return on average assets of 1.72%.
United's pending merger with George Mason Bankshares, Inc. of Fairfax,
Virginia, with assets of approximately $970 million, is on schedule to close in
April of 1998. The combination will increase United's Northern Virginia
franchise to more than $1.3 billion in assets. Following completion of the
proposed merger with George Mason, United will have consolidated assets of over
$3.5 billion with 74 full service offices in West Virginia, Virginia, Maryland
and Washington, D.C. Consummation of the transaction is subject to shareholder
approval and the receipt of all required regulatory approvals, as well as other
customary conditions.
United Bankshares stock is traded on the NASDAQ (National Association
of Securities Dealers Quotation System) National Market System under the
quotation symbol "UBSI".
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