SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
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 ):
December 1, 1997
MAINSTREET BANKGROUP INCORPORATED
__________________________________________________________
(Exact name of as specified in charter)
Virginia 0-8622 54-1046817
_____________ _________________ _______________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. BOX 4831, Martinsville, Virginia 24115-4831
____________________________________________________________
(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code:
540-666-6724
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Item 5. Other Events
This current report on Form 8-K is being filed by MainStreet
BankGroup Incorporated ("Registrant") to report that the
Registrant completed its acquisition of Commerce Bank, College
Park, Maryland on December 1, 1997, having received all required
regulatory and shareholder approvals.
The shareholders of Commerce Bank (Commerce) met November
19, 1997 and approved the merger. Shares voted for the
acquisition of Commerce by MainStreet BankGroup Incorporated were
147,234 or 76.60% of the 192,216 shares outstanding. Shares
voted against the acquisition were 346 or .18%. Shares not voted
were 44,636 or 23.22%.
1 Under terms of the agreement, each shareholder of Commerce
common stock and each shareholder of Commerce preferred stock
were to receive the equivalent of $52.00 per share for each share
held of Commerce stock. This resulted in an exchange ratio of
2.059 shares of Registrant's common stock for each share of
Commerce stock. Each Commerce warrant holder was to receive the
equivalent of $31.00 per warrant for each warrant held. This
resulted in an exchange ratio of 1.308 shares of Registrant's
common stock for each Commerce warrant held. Each fractional
share resulting from the conversion will be settled at $27.98
per share. The outstanding 192,216 shares of Commerce common
stock, 30,984 shares of Commerce preferred stock and outstanding
86,505 of Commerce warrants will be exchanged for approximately
572,716 shares of Registrant's common stock.
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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: December 4, 1997 By: /S/ JAMES E. ADAMS
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James E. Adams
Executive Vice President,
Chief Financial Officer/
Treasurer
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