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 2, 1998
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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 2, 1998, United Bankshares, Inc. ("UBS") acquired all
5,261,000 of the issued and outstanding shares of George Mason Bankshares, Inc.
("George Mason")in accordance with the terms and conditions of the Agreement and
Plan of Merger dated September 10, 1997 and as amended and restated December 10,
1997, between UBS and George Mason (the "Agreement"). As a result of the merger,
George Mason merged with George Mason Holding Company, a wholly owned subsidiary
of UBS, and thus George Mason became a wholly owned subsidiary of UBS ("the
Merger").
George Mason was a Virginia corporation and a bank holding company
headquartered in Fairfax, Virginia and had two principal subsidiaries, George
Mason Bank ("GMB"), a Virginia state chartered bank and George Mason Mortgage
Company ("GMMC"), with their principal place of business in the Washington D.C.
metropolitan area. George Mason Mortgage Company is a wholly owned-subsidiary of
GMB and engaged in the operation of a general mortgage and agency business. The
Agreement provided that upon consummation of the Merger, each outstanding share
of common stock of George Mason (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 1.70 shares of UBS common stock,
plus the right to receive cash in lieu of any fractional share without interest.
Fractional shares were paid at $25.55 for each portion of fractional share.
For a description of the assets and business of George Mason, the
Registrant hereby incorporates by reference PART I Item 1. Business and Item 2.
Properties found on pages 2-10 of George Mason Bankshares, Inc. 1997 Form 10-K
(File No. 0-13833). The physical properties of George Mason will be used for the
purpose of conducting the business of banking.
The exchange ratio for George Mason's stock was negotiated through arms
length discussions between the managements of UBS and George Mason and George
Mason's financial advisor Friedman, Billings, Ramsey & Co., Inc. The respective
Boards of Directors of UBS and George Mason determined that the Merger is fair
and in the best interests of the shareholders of UBS and George Mason,
respectively. For additional information on the determination of the exchange
ratio and the role of George Mason's financial advisor, the Registrant hereby
incorporates by reference to the Registration Statement filed on Form S-4 (No.
33-44993) and the sections entitled THE MERGER - General, Distribution of United
Certificates, Background and Reasons for the Merger and Opinions of Financial
Advisor to George Mason found on pages 16-22 and the Opinion of Friedman,
Billings, Ramsey & Co., Inc. found at Appendix C.
In connection with the execution of the Agreement, United Bank ("UB"),
a wholly-owned subsidiary of UBS, and George Mason Bank, a wholly-owned
subsidiary of George Mason, entered into an Agreement and Plan of Merger dated
as of September 10, 1997 and as amended and restated December 10, 1997 (the
"Bank Agreement"). The Bank Agreement set forth the terms and conditions,
including the Merger, pursuant to which UB will merge with and into George Mason
Bank (the "Bank Merger") on April 17, 1998, after the Merger. As a result of the
Bank Merger, UB will cease to exist and will merge with and into George Mason
Bank, the surviving bank. However, George Mason Bank will change its name to
"United Bank" for its banking operations. George Mason Mortgage Company will
continue as a wholly-owned subsidiary of United Bank.
Consummation of the Merger was subject to approval of the shareholders
of UBS and George Mason and the receipt of all required regulatory approvals, as
well as other customary conditions. On March 9, 1998, both UBS and George Mason,
respectively, each held a Special Meeting of Shareholders. George Mason
shareholders were asked to consider and vote upon the Agreement between UBS and
George Mason whereby George Mason would merge with and into a UBS wholly-owned
subsidiary, George Mason Holding Company. UBS shareholders were asked to
consider and vote upon two proposals in connection with the Merger. The first
proposal was to amend the articles of incorporation of UBS ("the Articles
Amendment") to increase the number of authorized shares of common stock, par
value $2.50 per share, of UBS from 20,000,000 to 41,000,000 shares. The second
was a proposal to approve the issuance of the shares of UBS common stock ("the
Share Issuance") to be issued in the merger. The respective shareholders of both
UBS and George Mason overwhelmingly approved their respective proposals. 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 except for the Commonwealth of Virginia
which approved the Merger on March 18, 1998.
Pursuant to the Agreement and related Stockholder Agreements, the
holders of approximately 17% of the outstanding UBS common stock had agreed to
vote for the Share Issuance and Articles Amendment while 13% of the outstanding
George Mason common stockholders had agreed to vote their shares in favor of the
Merger.
The Agreement permitted George Mason to continue to pay its regular
quarterly dividends of $0.14 per share of George Mason common stock prior to the
consummation of the Merger, but otherwise prohibited the payment of dividends on
George Mason common stock. Pursuant to the Agreement, George Mason 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 September 10, 1997 and as
amended and restated December 10, 1997, between UBS and George Mason, UBS agreed
to take such action as was necessary to cause Bernard H. Clineburg, C. Barrie
Cook, M.D., William A. Hazel, Arthur Kellar and John M. McMahon to be elected
directors of UBS upon consummation of the Merger, for a term which expires at
the 1998 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 1998 Annual Meeting of Shareholders.
Name Principal Occupation During Past Five Years
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Bernard H. Clineburg Director, President and Chief Executive
Officer, George Mason Bankshares, Inc.
C. Barrie Cook, M.D. Chairman of the Board of American Medical
Laboratories, Inc. and Chairman of the Board
of George Mason Bankshares, Inc.
William A. Hazel Chairman of the Board of William A. Hazel,
Inc.
Arthur Kellar Chairman of the Board of EZ Communications,
Inc.
John M. McMahon Chairman of the Board of Miller & Long Co.,
Inc.
Additionally, pursuant to the Merger Agreement, UBS has offered
employment to Mr. Clineburg as President of UBS and has appointed him Chief
Executive Officer and Chairman of the Board for United Bank.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
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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
George Mason Bankshares, Inc.
The following document previously filed with the Securities and
Exchange Commission by George Mason Bankshares, Inc. (File No. 0-13833) 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, 1997;
pages 34-70.
(b) Pro Forma Financial Information
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(1) Unaudited Pro Forma Condensed Financial Statements of United
Bankshares, Inc. and George Mason Bankshares, Inc.
Introduction.........................................7
Pro Forma Condensed Consolidated Balance Sheet
as of December 31, 1997..............................8
Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 1997..........9
Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 1996.........10
Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 31, 1995.........11
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements ..................12
(c) Exhibits
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2 Amended and Restated Agreement and Plan of Merger, dated as of
December 10, 1997, between United Bankshares, Inc. and George
Mason Bankshares, Inc. (including Exhibits A, A-1, B, and C
and Annex A thereto).
99(a) Audited Consolidated Financial Statements of George Mason
Bankshares, Inc.; pages 34-70 of Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.
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 16, 1998 By /s/ Steven E. Wilson
______________ ____________________
Steven E. Wilson
Its Executive Vice President,
Secretary and Chief Financial
Officer
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated
balance sheet combines the consolidated historical balance sheets of UBS and
George Mason, 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 George Mason, assuming UBS and George Mason 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 of UBS 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 BALANCE SHEET (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
DECEMBER 31, 1997
(IN THOUSANDS)
As Reported UBS &
--------------- George Mason
George Pro Forma Pro Forma
UBS Mason Adjustments Consolidated
--- ------ ----------- ------------
ASSETS
Cash and due from bank $ 80,447 $ 35,640 $ $ 116,087
Interest-bearing deposits with other banks 8,725 8,725
Federal funds sold 1,000 55,052 56,052
Investment securities 453,162 373,669 826,831
Loans (net of unearned income) 2,060,487 546,919 2,607,406
Less: allowance for loan losses (24,786) (5,669) (30,455)
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Net loans 2,035,701 541,250 2,576,951
Bank premises and equipment 39,490 9,351 48,841
Other assets 81,265 11,023 92,288
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TOTAL ASSETS $2,699,790 $1,025,985 $ 0 $3,725,775
========== ========== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 317,930 $ 176,803 $ $ 494,733
Interest-bearing deposits 1,788,117 642,499 2,430,616
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Total deposits 2,106,047 819,302 2,925,349
Short-term borrowings 130,870 119,309 250,179
Federal Home Loan Bank borrowings 142,695 3,500 146,195
Other liabilities 40,740 7,838 48,578
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TOTAL LIABILITIES 2,420,352 949,949 3,370,301
STOCKHOLDERS' EQUITY:
Common stock 76,476 5,840 5,374 (1) 87,690
Surplus 41,014 43,163 (13,289)(1) 70,888
Retained earnings 165,896 26,308 192,204
Net unrealized holding gain on AFS securities 5,479 725 6,204
Treasury stock (9,427) 7,915 (1) (1,512)
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TOTAL STOCKHOLDERS' EQUITY 279,438 76,036 0 355,474
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TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $2,699,790 $1,025,985 $ 0 $3,725,775
========== ========== ======== ==========
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
As Reported UBS &
----------- George Mason
George Pro Forma Pro Forma
UBS Mason Adjustments Consolidated
--- ------ ----------- ------------
Interest income $ 190,252 $ 64,506 $ $ 254,758
Interest expense 84,499 32,561 117,060
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Net interest income 105,753 31,945 137,698
Provision for loan losses 3,100 20 3,120
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Net interest income after provision
for loan losses 102,653 31,925 134,578
Other income 19,732 16,644 36,376
Other expenses 59,949 36,808 96,757
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Income before income taxes 62,436 11,761 74,197
Income taxes 21,497 3,681 25,178
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Net income $ 40,939 $ 8,080 $ $ 49,019
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EARNINGS PER COMMON SHARE: (2)
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Basic $1.37 $1.58 $1.27
Diluted $1.35 $1.54 $1.25
Average basic outstanding shares 29,954,116 5,105,000 38,632,616
Average diluted outstanding shares 30,271,992 5,247,000 39,191,892
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
As Reported UBS &
----------- George Mason
George Pro Forma Pro Forma
UBS Mason Adjustments Consolidated
--- ------ ----------- ------------
Interest income $ 172,358 $ 53,727 $ $ 226,085
Interest expense 73,185 26,264 99,449
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Net interest income 99,173 27,463 126,636
Provision for loan losses 2,610 181 2,791
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Net interest income after provision
for loan losses 96,563 27,282 123,845
Other income 14,189 14,852 29,041
Other expenses 63,549 32,179 95,728
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Income before income taxes 47,203 9,955 57,158
Income taxes 16,691 3,072 19,763
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Net income $ 30,512 $ 6,883 $ $ 37,395
=========== ========== ========= ===========
EARNINGS PER COMMON SHARE: (2)
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Basic $1.01 $1.38 $0.97
Diluted $1.00 $1.35 $0.96
Average basic outstanding shares 30,281,260 4,980,000 38,747,260
Average diluted outstanding shares 30,506,712 5,088,000 39,085,274
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
UNITED BANKSHARES, INC. AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
As Reported UBS &
----------- George Mason
George Pro Forma Pro Forma
UBS Mason Adjustments Consolidated
--- ------ ----------- ------------
Interest income $ 165,815 $ 44,119 $ $ 209,934
Interest expense 70,167 19,949 90,116
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Net interest income 95,648 24,170 119,818
Provision for loan losses 2,320 18 2,338
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Net interest income after provision
for loan losses 93,328 24,152 117,480
Other income 14,752 10,359 25,111
Other expenses 57,481 26,124 83,605
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Income before income taxes 50,599 8,387 58,986
Income taxes 17,782 2,095 19,877
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Net income $ 32,817 $ 6,292 $ $ 39,109
=========== ========== ========= ===========
EARNINGS PER COMMON SHARE: (2)
- --------------------------
Basic $1.10 $1.30 $1.02
Diluted $1.09 $1.28 $1.02
Average basic outstanding shares 29,966,308 4,833,000 38,182,408
Average diluted outstanding shares 30,162,140 4,904,000 38,471,372
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNITED BANKSHARES, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Balance Sheet
- ------------------------------------------
(1) The stockholders' equity accounts are adjusted to reflect the issuance of
8,943,700 shares of UBS common stock at $2.50 par value. The Exchange Ratio is
1.7 shares of UBS Stock for each share of George Mason Stock outstanding. At
December 31, 1997, there were 5,261,000 shares of George Mason Stock
outstanding. Treasury stock has been adjusted for the reissuance of all but
50,000 shares at each respective date which are presumed to be retained for
United's incentive stock option programs and other employee benefit plans.
The effect of United's acquisition of First Patriot Bankshares Corporation,
Reston, Virginia on August 1, 1997, has not been reflected in the accompanying
unaudited pro forma condensed consolidated financial statements. If the effect
had been included in the accompanying unaudited pro forma condensed consolidated
financial statements, the results would not be materially different than those
presented herein.
(2) The earnings per share amounts for all periods presented have been restated
to reflect the adoption of Statement of Financial Accounting Standards No. 128,
EARNINGS PER SHARE.
EXHIBIT INDEX
Page No.
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2 Amended and Restated Agreement and Plan of
Merger, dated as of December 10, 1997 between
United Bankshares, Inc. and George Mason
Bankshares, Inc. (including Exhibits A, A-1, B
and C and Annex A thereto)........................14
99(a) Audited Consolidated Financial Statements of
George Mason Bankshares, Inc.; pages 34-70 of
Annual report on Form 10-K for the fiscal year
ended December 31, 1997...........................67