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):
February 28, 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 Tysons Financial
Corporation ("Tysons"), McLean, Virginia, effective February 28,
1998 at 11:59 p.m. having received all required regulatory and
shareholder approvals.
The shareholders of Tysons met February 9, 1998 and approved
the merger. Shares voted for the acquisition of Tysons by
MainStreet BankGroup Incorporated were 827,497 or 77.22% of the
1,071,619 shares outstanding. Shares voted against the
acquisition were 1,400 or .13%. Shares abstained were 1,425 or
.13%. Shares not voted were 241,297 or 22.52%.
Under terms of the agreement, each shareholder of Tysons
common stock were to receive the equivalent of $14.50 per share
of MainStreet BankGroup stock for each share held of Tysons
stock. This resulted in an exchange ratio of .527 shares of
Registrant's common stock for each share of Tysons stock. Also
under terms of the agreement, Registrant agreed to purchase
Tysons' outstanding directors' warrants for the difference
between the exercise price per warrant and $14.50. The warrants
initially were converted into Tysons' common stock. After this
initial conversion, the common stock exchange ratio, .527, was be
applied. In addition, MainStreet agreed to purchase Tysons'
directors' options for the difference between the exercise price
per option and $14.50 in MainStreet common stock. The
outstanding directors' options were at exercise prices of $9.125
and $12.50 and resulted in an exchange ratio of .193 and .073,
respectively. The outstanding shares of Tysons common stock,
directors' warrants, and directors' options of Tysons will be
exchanged for approximately 610,348 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 5, 1998 By: /S/ JAMES E. ADAMS
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James E. Adams
Executive Vice President,
Chief Financial Officer/
Treasurer
