SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 17, 1996
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MAINSTREET BANKGROUP INCORPORATED
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(Exact name of as specified in charter)
Virginia 0-8622 54-1046817
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. BOX 4831, Martinsville, Virginia 24115-4831
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(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: 540-666-6724
Item 5. Other Events
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This current report on Form 8-K is being filed by MainStreet
BankGroup Incorporated ("Registrant") to report Registrant's
agreement to acquire The First National Bank of Clifton Forge,
Clifton Forge, Virginia, subject to regulatory approval and
approval by the shareholders of The First National Bank of
Clifton Forge. Under terms of the agreement, Registrant agreed
to exchange a maximum of 5.55 and a minimum of 4.89 shares of its
common Stock for each share of First National Bank of Clifton
Forge's 315,000 shares of common stock. Holders of up to 10% of
the Bank's shares will be given the option of exchanging Bank
shares for $83.20 cash. If no shareholder elects cash and the
5.55 share maximum is used for the exchange ratio, 1,748,250
shares of Registrant's common stock will be issued in the
transaction. At March 31, 1996, Registrant had 8,574,044 shares
outstanding.
The First National Bank of Clifton Forge was chartered in
1901 and serves the Town of Clifton Forge and Alleghany, Bath,
and Botetourt counties. At December 31, 1995, the Bank reported
total assets of $74 million.
Registrant is a multi-community bank holding company
headquartered in Martinsville, Virginia. It has six community
banks (28 offices) with total assets of $910 million and
currently serves the following markets: City of Martinsville and
Henry County; the Towns of Hillsville and Galax, and Carroll and
Grayson Counties; the Towns of Ferrum and Rocky Mount and
Franklin County; the Town of Forest, City of Lynchburg and
Bedford, Campbell and Amherst Counties; the Town of Stuart and
Patrick County; the Towns of Saltville and Chilhowie and Smyth
County, Virginia and contiguous areas.
Signatures
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MAINSTREET BANKGROUP INCORPORATED
Date: April 19, 1996
By: JAMES E. ADAMS
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James E. Adams
Senior Vice President/Chief
Financial Officer/Treasurer
