SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12
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UNITED COMMUNITY BANKSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $5.00 par value, of Mid-Atlantic Community
BankGroup, Inc.
..................................................................
(2) Aggregate number of securities to which transaction applies:
2,000,442 of Common Stock of Mid-Atlantic Community BankGroup,
Inc.
..................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
$18.6875, representing the average of the high ($18.875) and low
($18.50) prices of the common stock of Mid-Atlantic Community
BankGroup, Inc. as reported on The Nasdaq SmallCap Market on
September 17, 1998.
..................................................................
(4) Proposed maximum aggregate value of transaction:
$37,383,260
..................................................................
(5) Total fee paid:
$7,477
..................................................................
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[X] Fee paid previously with preliminary materials.
$1,023
.........................................................................
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
$6,454
..................................................................
(2) Form, Schedule or Registration Statement no.:
Registration Statement No. 333-62997
..................................................................
(3) Filing Party:
Mid-Atlantic Community BankGroup, Inc.
..................................................................
(4) Date Filed:
September 4, 1998
..................................................................
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UNITED COMMUNITY BANKSHARES, INC.
November 3, 1998
Dear Fellow Shareholder:
You should have recently received in the mail proxy materials that
relate to a special meeting of the shareholders of United Community Bankshares,
Inc. (the "Company") to be held on November 19, 1998 (the "Special Meeting"). At
the Special Meeting, shareholders will consider and vote upon a proposed merger
with Mid-Atlantic Community Bankshares, Inc., as described in the proxy
materials (the "Merger"). The proxy materials are dated October 15, 1998.
We strongly encourage you to vote on the Merger and, for your
convenience, have included a postage pre-paid envelope and additional proxy
card. Your vote is important regardless of the number of shares you own. As we
have indicated in the proxy materials, your Board of Directors has approved the
Merger and believes that it is in the best interests of the Company and its
shareholders. Accordingly, the Board unanimously recommends that you vote for
the Merger.
If you have not already returned your proxy card to the Company, please
complete, sign and date the enclosed proxy card and return it promptly in the
enclosed envelope. If you would like to receive another copy of the Proxy
Statement describing the Merger before you return your proxy card, please call
Joyce Wilmot at 1-800-343-8241.
If you have already returned your proxy card to the Company, you may
disregard this letter, and we thank you for your vote.
We look forward to seeing you at the Meeting.
Sincerely,
/s/ Wenifred O. Pearce
Wenifred O. Pearce
President and Chief Executive Officer
P.O. BOX 594 - FRANKLIN, VA 23851 - (757) 562-5184
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United Community Bankshares, Inc.
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints F. Bruce Stewart and J. Russell West,
jointly and severally, proxies, with full power to act alone, and with full
power of substitution, to represent the undersigned and to vote, as designated
below and upon any and all other matters that may properly be brought before
such meeting, all shares of Common Stock that the undersigned would be entitled
to vote at a Special Meeting of Shareholders of United Community Bankshares,
Inc. ("UCB") to be held at the Virginia Diner, Highway 460, Wakefield, Virginia
on November 19, 1998 at 9:30 a.m., local time, or any adjournments thereof, for
the following purposes:
1. To approve the Agreement and Plan of Reorganization, dated as of
July 8, 1998, between UCB and Mid-Atlantic Community BankGroup,
Inc. ("MACB") and a related Plan of Merger (collectively, the
"Reorganization Agreement"), providing for a Merger between UCB
and MACB (the "Reorganization") upon the terms and conditions
therein, including, among other things, that each issued and
outstanding share of UCB Common Stock will be exchanged for
1.075 shares of MACB common stock, with cash being paid in lieu
of issuing fractional shares. The Reorganization Agreement is
enclosed with the accompanying Joint Proxy Statement as Appendix
A.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon any
other business that may properly come before the meeting, or any
adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR ITEM 1.
__________________________________________
Signature
__________________________________________
Signature
Dated:
(In signing as Attorney, Administrator,
Executor, Guardian or Trustee, please
add your title as such.)
PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY
