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 ):
September 27, 1996
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
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Item 2. Acquisition or Disposition of Assets
This current report on Form 8-K is being filed by MainStreet
BankGroup Incorporated ("Registrant"), as required by Rule 11-
01(b), to report that the Registrant completed its acquisition of
the First National Bank of Clifton Forge, Clifton Forge,
Virginia, on September 27, 1996, having received all required
regulatory and shareholder approvals.
The shareholders of The First National Bank of Clifton Forge
(First National) met September 5, 1996 and approved the merger.
Shares voted for the acquisition of First National Bank of
Clifton Forge by MainStreet BankGroup Incorporated were 273,081
or 86.69% of the 315,000 shares outstanding. Shares voted
against the acquisition were 4,552 or 1.45%. Shares not voted
were 37,367 or 11.86%.
Under terms of the agreement, each shareholder of First
National common stock had the option to receive 4.89 shares of
Registrant's common stock for each share of First National stock,
or $83.20 per share if the cash election was chosen. Fractional
shares resulting from the conversion will be settled at $17.981
per share. Of the 315,000 shares of First National stock, 11,968
elected the cash option, resulting in approximately $995,738
being paid in cash for these shares. The remaining 303,032
shares of First National stock will be exchanged for
approximately 1,481,644 shares of Registrant's common stock with
approximately $3,017 being paid in cash for fractional shares.
The total cash paid will be approximately $998,755.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required for The First National Bank of
Clifton Forge were filed previously by MainStreet BankGroup
Incorporated pursuant to Rule 3-01 and 3-02 for the periods
specified in Rule 3-05(b) and are herein incorporated by
reference to Forms S-4 filed on June 18, 1996 (amended June 19,
1996) and August 28, 1996.
(b) Pro Forma Financial Information
Proforma financial information regarding the acquisition of The
First National Bank of Clifton Forge by Registrant is herein
incorporated by reference to Forms S-4 filed on June 18, 1996
(amended June 19, 1996) and August 28, 1996.
(c) Exhibits
Exhibit 99.1 Consent of Persinger & Company, L.L.C.
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Signatures
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: October 3, 1996 By:
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James E. Adams
Group Executive
Chief Financial
Officer/Treasurer
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Exhibit 99.1
Consent of Independent Certified Public Accountants
The Board of Directors
MainStreet BankGroup Incorporated
We consent to incorporation by reference in the Form 8-K of
current report of MainStreet BankGroup Incorporated of our report
dated January 4, 1995, except for note 14, as to which the date
is April 17, 1996, relating to the financial statements of The
First National Bank of Clifton Forge as of December 31, 1995 and
1994 and for the years then ended.
/s/ PERSINGER & COMPANY, L.L.C
Covington, Virginia
October 3, 1996
