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):
March 10, 1998
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 being filed by MainStreet
BankGroup Incorporated ("Registrant") to report that the
Registrant completed its acquisition of Regency Financial Shares,
Inc., Richmond, Virginia on March 10, 1998, having received all
required regulatory and shareholder approvals.
The shareholders of Regency Financial Shares, Inc.
("Regency") met March 9, 1998 and approved the merger. Shares
voted for the acquisition of Regency by MainStreet BankGroup
Incorporated were 1,126,755 or 85.21% of the 1,322,363 eligible
voting shares outstanding. Shares voted against the acquisition
were 5,200 or .39%. Shares abstained were 1,210 or .09%. Shares
not voted were 189,198 or 14.31%.
Under terms of the agreement, each shareholder of Regency
common stock was to receive the equivalent of $13.00 per share
for each share held of Regency stock. This resulted in an
exchange ratio of .474 shares of Registrant's common stock for
each share of Regency stock. Each Regency director was to
receive the difference between the exercise price per option and
$13.00. This resulted in respective exchange ratios of .237 and
.219 shares of Registrant's common stock for each Regency
director option, taking into consideration exercise prices of
$6.50 and $7.00, respectively. Each fractional share resulting
from the conversion will be settled at $27.42 per share. The
outstanding 1,430,134 shares of Regency common stock, and the
outstanding 5,500 directors' options will be exchanged for
approximately 678,993 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: March 13, 1998 By: /s/JAMES E. ADAMS
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James E. Adams
Executive Vice President,
Chief Financial Officer/
Treasurer
