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) AUGUST 3, 1998
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 MATTERS
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"). Each outstanding share of
common stock of George Mason was converted into 1.70 shares of UBS common stock.
Fractional shares were paid at $25.55 for each portion of fractional share. 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 attached information has been restated to reflect the merger of United and
George Mason on April 2, 1998, under the pooling of interests method of
accounting, as though they had always been combined.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Page No.
--------
(c) Exhibits
99.1 Consolidated Financial Statements of United
Bankshares, Inc. as of December 31, 1997, and
for each of the three years in the period ended
December 31, 1997, with the report of independent
auditors and management's discussion and analysis 6
99.2 Consolidated Financial Statements of United
Bankshares, Inc. as of March 31, 1998, and for
the three months ended March 31, 1998 and
1997, with management's discussion and analysis 63
23 Consent of Ernst & Young LLP 84
27.1 Financial Data Schedule as of December 31, 1997,
and for the year then ended 85
27.2 Financial Data Schedule as of December 31, 1996,
and for the year then ended 86
27.3 Financial Data Schedule as of December 31, 1995,
and for the year then ended 87
27.4 Financial Data Schedule as of March 31, 1998,
and for the three months then ended 88
27.5 Financial Data Schedule as of March 31, 1997, and
for the three months then ended 89
27.6 Financial Data Schedule as of June 30, 1997, and
for the six months then ended 90
27.7 Financial Data Schedule as of September 30, 1997,
and for the nine months then ended 91
3
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 August 3, 1998 By /s/ Steven E. Wilson
________________________________
Steven E. Wilson
Its Executive Vice President,
Secretary and Chief Financial
Officer
4