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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 ):
June 24, 1997
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 5. Other Events
This current report on Form 8-K is filed by MainStreet
BankGroup Incorporated ("Registrant") to report Registrant's
agreement to acquire Commerce Bank Corporation ("Commerce"),
subject to regulatory approval and approval by the shareholders
of Commerce and certain other specified conditions. The
Agreement and Plan of Share Exchange was signed by both parties
on July 3, 1997. Under terms of the agreement, Registrant has
agreed to exchange a maximum of 2.506 and a minimum of 2.059
shares of its Common Stock for each share of Commerce's 223,200
shares of Common and Preferred Stock. Registrant has also agreed
to exchange a maximum of 1.494 and a minimum of 1.228 shares of
its Common Stock for each of Commerce's 86,505 Common and
Preferred Stock Warrants. If no shareholder exercises
dissenter's rights and the maximum exchange ratios of 2.506 per
share and 1.494 per warrant are used, 688,577 shares of
Registrant's Common Stock will be issued in the transaction. At
May 31, 1997, Registrant had 11,386,804 shares of Common Stock
outstanding.
Commerce Bank was organized under the laws of Maryland in
College Park, and serves Prince George County with three existing
branches. At March 31, 1997, Commerce Bank reported total assets
of $ 71 million.
Registrant is a multi-community bank holding company
headquartered in Martinsville, Virginia. It owns eight community
banks ( 35 offices), and one nonbanking subsidiary, chartered as
a limited purpose national banking association, with total first
quarter assets of $1.4 billion. Registrant currently serves the
following markets: City of Martinsville and Henry County; the
City of Galax, Town of Hillsville 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;
the City of Clifton Forge and Alleghany County; the Towns of
Ashland and Mechanicsville and the Counties of Hanover and
Henrico, Virginia and contiguous areas.
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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: July 8, 1997 By: /s/ JAMES E. ADAMS
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James E. Adams
Executive VicePresident/
Chief Financial Officer/
Treasurer
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