<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported - October 29, 1996
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 1 - 6580 54-0497561
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
6400 Arlington Boulevard Falls Church Virginia 22042
(Address of principal executive offices) (Zip Code)
(703) 241-3656
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
The exhibit index as required by item 601(a) of Regulation S-K is
included on page 4 of this report.
<PAGE>
Item 5. OTHER EVENTS
First Virginia Banks, Inc. ("First Virginia") is filing this Form 8-K to
disclose that on October 29, 1996, First Virginia and Premier Bankshares
Corporation ("Premier") reached an Agreement and Plan of Reorganization
("Agreement") under which Premier agreed to be merged into First Virginia.
Under the Agreement, shareholders of Premier will receive .545 shares of
First Virginia Common Stock for each of their 6,650,083 outstanding shares.
Premier operates three banks: the 13-office, $239-million Premier
Bank-South, N.A. is headquartered in Wytheville and serves Wythe, Roanoke,
Grayson and Montgomery counties and the City of Galax; the 14-office,
$310-million Premier Bank-Central, N.A. operates in Dickerson, Wise,
Buchanan, Washington and Russell Counties and is headquartered in Honaker;
and the 9-office, $199-million Premier Bank, N.A., is headquartered in
Tazewell and serves Tazewell County.
First Virginia will issue approximately 3,624,295 shares to Premier's
shareholders in a tax free exchange of shares. In connection with the
merger, First Virginia has simultaneously announced a 1.9 million share
increase in its existing stock repurchase program, bringing the new program
to a 4 million share total. No timetable for the purchases has been set;
however, it is anticipated that these will be made over the next few years.
Due to the share repurchases, the merger will be accounted for as a purchase
transaction.
In connection with the merger, Premier has issued a stock option to
First Virginia that gives First Virginia the right to acquire up to 19.9% of
its shares under certain circumstances at a price of $20 per share.
The transaction is subject to the completion of a due diligence review
by First Virginia and to approval by Premier's shareholders as well as state
and federal regulatory authorities.
It is intended that the merger will occur sometime in the second quarter
of 1997.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
1 Press Releases dated October 29, 1996
2 Agreement and Plan of Reorganization
and the Stock Option Agreement.
These documents were filed as
Exhibit I to First Virginia's
Schedule 13D (filed on November 8,
1996) and are incorporated herein by
reference.
SIGNATURE
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 hereunto duly authorized.
FIRST VIRGINIA BANKS, INC.
(Registrant)
Date: November 14, 1996 By /s/Barry J. Fitzpatrick
_________________________________
Barry J. Fitzpatrick, Chairman,
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
1 Press Releases dated October 29, 1996 5-7
2 Agreement and Plan of Reorganization
and the Stock Option Agreement are
incorporated herein by reference to
Exhibit I of First Virginia's Schedule
13D (filed on November 8, 1996)
<PAGE>
EXHIBIT 1
#2443
OCTOBER 29, 1996
FOR IMMEDIATE RELEASE CONTACT: Richard F. Bowman
(703) 241-3685
PREMIER BANKSHARES TO MERGE WITH FIRST VlRGINIA BANKS, INC.
The directors of Premier Bankshares Corporation, a $744-million multi-bank
holding company headquartered in Bluefield, Virginia, have agreed to
affiliate with First Virginia Banks, Inc., an $8.2-billion multi-bank holding
company headquartered in Fairfax, Virginia. The announcement was made jointly
today by Harris Hart, II, Chairman of the Board, and James R. Wheeling,
President and Chief Executive Officer, of Premier Bankshares, and Barry J.
Fitzpatrick, Chairman, President and Chief Executive Officer of First
Virginia.
Premier Bankshares Corporation operates three banks: the 13-office, $239-
million Premier Bank-South, N.A.is headquartered in Wytheville and serves
Wythe, Roanoke, Grayson and Montgomery counties and the City of Galax; the
14-office $310-million Premier Bank-Central, N.A., operates in Dickenson,
Wise, Buchanan, Washington and Russell counties and is headquartered in
Honaker; and the 9-office, $199-million Premier Bank, N.A., headquartered in
Tazewell and serving Tazewell County.
Shareholders of Premier Bankshares Corporation will receive .545 shares of
First Virginia common stock for each of their 6,650,083 outstanding shares.
Based on the most recent closing price of First Virginia, the value per share
of Premier Bankshares is approximately $24.12 and aggregates $160.4 million.
The price is approximately 2.10 times the September 30, 1996, book value of
Premier and is 15.4 times Premier's trailing 12-months earnings for the
period ended September 30, 1996. Scott & Stringfellow, Inc., a Richmond,
Virginia based investment banking firm, is serving as financial advisor to
Premier.
First Virginia will issue approximately 3,624,295 shares to Premier
Bankshares Corporation shareholders in a tax free exchange of shares. In
connection with the merger, First Virginia has simultaneously announced a 1.9
million share increase in its existing stock repurchase program, bringing the
new program to a 4.0 million share total. No timetable for the purchases has
been set; however, it is anticipated that they will be made over the next few
years. Due to the share repurchases, the merger will be accounted for as a
purchase transaction. <PAGE>
The combined organization will have a Tier I capital ratio of approximately
14.03%, a total capital ratio of 15.16% and a leverage ratio of 9.49%, which
are among the highest of all banks in the country.
For the nine-month period ended September 30, 1996, Premier produced a return
on assets of 1.39% and a return on equity of 14.09%. First Virginia expects a
combination of growth, cost savings, additional product offerings and share
repurchases to absorb the initial dilution of less than 1% within two years,
after which there will be a positive addition to earnings per share.
Messrs. Wheeling and Fitzpatrick stated that a definitive agreement had been
entered into and that the transaction is subject to completion of a due
diligence review and to approval by Premier Bankshares Corporation
shareholders as well as state and federal regulatory authorities. In
connection with the merger, Premier has issued a stock option to First
Virginia that gives First Virginia the right to acquire up to 19.9% of its
shares under certain circumstances at a price of $20 per share. It is
anticipated that the transaction will be closed in the early second quarter
of 1997. The three Premier banks will merge into existing First Virginia
member banks, and all Premier directors will become members of the boards of
the merged banks.
Mr. Wheeling explained that the affiliation with First Virginia would enable
Premier to expand its commitment to superior customer service by taking
advantage of the greater resources and product offerings of First Virginia.
At the same time, by maintaining the locally based directors and management
in the company's market area, the combined banks will be well suited to
maintain the personal service and responsive attention to customers' needs
provided by a community bank.
Mr. Fitzpatrick expressed his pleasure with the affiliation with the largest
bank-holding company in southwest Virginia, noting that it extends
significantly First Virginia's commitment to the people and communities in
this part of the state and reinforces the corporation's position as a super
community bank. Subsequent to the merger, the combined organizations will
have the number one or two market share in nine of the thirteen southwest
Virginia communities served. Mr. Fitzpatrick remarked that the two companies
have enjoyed almost identical profitability, capital and asset-quality
records.
The return on assets and capital ratios of First Virginia Banks, Inc., have
made it one of the most profitable and best capitalized of the major banking
companies in the mid-Atlantic area. There are 21 banks in the First Virginia
group, including 12 banks with 276 offices in Virginia, five banks with 57
offices in Maryland and four banks with 25 offices in East Tennessee. First
Virginia also operates a mortgage subsidiary, First Virginia Mortgage
Company; a second-mortgage company, First General Mortgage Company, with 12
offices in the mid-Atlantic and Southeastern states; and a full-service
insurance agency, First Virginia Insurance Services, Inc., with three offices
in Virginia. The corporation's common stock is traded on the New York and
Philadelphia stock exchanges.
Falls Church, Virginia
<PAGE>
#2444
October 29, 1996 CONTACT: Richard F. Bowman
FOR IMMEDIATE RELEASE (703) 241-3685
FIRST VIRGINIA ANNOUNCES INCREASE IN STOCK REPURCHASE PROGRAM
The Board of Directors of First Virginia Banks, Inc., has authorized the
purchase of up to 4,000,000 shares of First Virginia Banks, Inc. stock. This
program replaces the program announced earlier this year to purchase up to
2,500,000 shares of First Virginia stock, which had a remaining unpurchased
balance of 2,100,000 shares.
Initially, shares will be issued in connection with the proposed acquisition
of Premier Bankshares Corporation, a $744-million asset, multi-bank holding
company headquartered in Bluefield, Virginia that was announced today. The
repurchased shares will also be used for various corporate purposes other
than for the Dividend Reinvestment and Stock Purchase Plan of the
corporation. No timetable has been set for the purchases; however, it is
expected that the shares will be acquired over the next few years through
open market purchases. Currently there are 32,686,547 shares of common stock
outstanding.
The return on assets and capital ratios of First Virginia Banks, Inc., have
made it one of the most profitable and best capitalized of the major banking
companies in the mid-Atlantic area. There are 21 banks in the First Virginia
group, including 12 banks with 276 offices in Virginia, five banks with 57
offices in Maryland and four banks with 25 offices in East Tennessee. First
Virginia also operates a mortgage subsidiary, First Virginia Mortgage
Company; a second-mortgage company, First General Mortgage Company, with 12
offices in the mid-Atlantic and Southeastern states; and a full-service
insurance agency, First Virginia Insurance Services, Inc., with three offices
in Virginia. The corporation's common stock is traded on the New York and
Philadelphia stock exchanges.
Falls Church, Virginia
