<PAGE>
Washington, DC 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): September 20, 1996
------------------
FWB Bancorporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-16187 52-1332050
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
1800 Rockville Pike, P.O. Box 2022, Rockville, Maryland 20852
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 770-1300
--------------
<PAGE>
Item 2. Acquisition or Disposition of Assets.
- ----------------------------------------------
Effective at 5:00 p.m. on September 20, 1996, FWB Bancorporation
("Bancorp"), and its wholly owned commercial bank subsidiary, FWB Bank (the
"Bank") consummated a transaction in which the Bank assumed approximately $60
million in deposits and acquired assets, consisting primarily of a portfolio of
loans with an aggregate outstanding principal balance of approximately $37
million, associated with the Alexandria, Virginia office of First Commonwealth
Savings Bank FSB ("FSB"), the wholly owned subsidiary of First Commonwealth
Financial Corp, and Bancorp acquired the building and fixed assets associated
with the office. The former FSB office will be operated as a branch of the
Bank. In connection with the acquisition, Bancorp borrowed $3.5 million from
Atlantic Central Bankers Bank, Camp Hill, Pennsylvania, a bank not affiliated
with the Bank or Bancorp, and sold approximately 667,000 shares of its common
stock in a private placement for net proceeds of approximately $2.0 million. FWB
employed $1.5 million of these borrowings to purchase the building and fixed
assets from FSB. The net proceeds of the sale of stock and the remaining
$2 million of proceeds from the borrowings were invested by Bancorp in the
capital of the Bank. Following this transaction, Bancorp has consolidated assets
in excess of $100 million. For additional information, see the Press Release
dated September 20, 1996, filed as Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements. Not applicable. FWB Bancorporation believes that the
historical operations of FSB are not material to an understanding of future
operations of Bancorp.
(b) Pro Forma Financial Information. It is impractical to file pro-forma
financial information at the time this report is filed. FWB Bancorporation
intends to file required information as an amendment to this form on or before
December 4, 1996, in accordance with instruction (b)(2) to Item 7 of Form 8-K.
(c) Exhibit 2.1- Purchase and Assumption Agreement, dated as of April 10,
1996, by and among FWB Bancorporation, FWB Bank, First
Commonwealth Savings Bank FSB and First Commonwealth
Financial Corporation, incorporated by reference to FWB
Bancorporation Current Report on Form 8-K dated April 10,
1996
Exhibit 2.2- Amendment No. 1 To Purchase and Assumption agreement by and
among FWB Bancorporation, FWB Bank, First Commonwealth
Savings Bank FSB and First Commonwealth Financial
Corporation, dated as of July 1, 1996
Exhibit 2.3- Extension Agreement Pursuant to Section 11.1 (b) of the
Purchase and Assumption Agreement by and among FWB
Bancorporation, FWB Bank, First Commonwealth Savings Bank
FSB and First Commonwealth Financial Corporation, dated as
of August 19, 1996.
Exhibit 2.4- Extension and Closing Agreement by and among FWB
Bancorporation,
<PAGE>
FWB Bank, First Commonwealth Savings Bank FSB and First
Commonwealth Financial Corporation dated as of September 16,
1996.
Exhibit 99.1- Press Release dated September 20, 1996
<PAGE>
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 hereunto duly authorized.
FWB Bancorporation
By: /s/ Steven K. Colliatie
----------------------------------
Steven K. Colliatie, President
Dated: October 4, 1996
<PAGE>
Exhibit 2.2
AMENDMENT NO. 1 TO
PURCHASE AND ASSUMPTION AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment") made as of this 1st day of July
1996, by and among FWB Bank, a commercial bank chartered under the laws of the
State of Maryland, with its main office at 1800 Rockville Pike, Rockville,
Maryland, ("BUYER"); FWB Bancorporation, a Maryland corporation and the
registered bank holding company of BUYER, with its principal place of business
at the same address as BUYER ("BANCORP"); First Commonwealth Savings Bank FSB, a
federal savings bank chartered under the laws of the United States, with its
main office at 301 South Washington Street, Alexandria, Virginia ("SELLER"); and
First Commonwealth Financial Corp, a Virginia corporation and registered savings
and loan holding company of the SELLER, with its principal place of business
located at 12105 Greenleaf Avenue, Potomac, Maryland ("FCFC").
RECITALS
WHEREAS, BANCORP, BUYER, SELLER AND FCFC entered into a Purchase and
Assumption Agreement dated as of April 10, 1996, pursuant to which BUYER would
assume certain deposits and other liabilities associated with the main office of
SELLER (the "Branch") and BANCORP and BUYER would acquire certain assets of
SELLER, subject to terms and conditions set forth therein;
WHEREAS, The Agreement set forth certain agreements and conditions of the
obligations of the parties that contemplated an investment by the FCFC Group in
the nonvoting Preferred Stock of the BUYER in order to provide capital in
support of the assets to be acquired by BUYER pursuant to the Agreement, and the
execution of a related Warrant and Voting Agreement;
WHEREAS, Consummation of the Agreement is subject to receipt of approvals
of State and Federal regulatory agencies.
WHEREAS, the parties desire to amend the Agreement to (i) eliminate the
provisions thereof that provide for any investment by FCFC or the FCFC Group in
Bancorp or the Bank; (ii) incorporate as a condition of the obligations of
Bancorp and BUYER to consummate the transactions contemplated by the Agreement,
as amended, that Bancorp shall have obtained one or more extensions of credit
(or binding commitments therefor) meeting certain criteria; and (iii) provide
for the payment by SELLER or FCFC of an Expense Payment in consideration of
additional expenses to be incurred by Bancorp and BUYER.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
I. Section 1.1 of the Agreement is hereby amended by deleting the definitions
of "Preferred Stock", "Preferred Stock Purchase Agreement", and Warrant
Agreement therefrom, and by adding the following definition:
"Expense Payment" shall have the meaning set forth in Section 2.3 (f).
II. The title of Exhibit A- Preferred Stock Purchase Agreement to the Agreement
is amended to read "Exhibit A- Reserved". The text of Exhibit A shall be
deleted.
III. The title of Exhibit B- Warrant and Voting Agreement to the Agreement is
amended to read "Exhibit B-Reserved". The text of Exhibit B shall be deleted.
IV. The title of Section 2.3 of the Agreement is amended to read "Assumption of
Liabilities; Expense Payment. Section 2.3 is amended by the addition of the
following paragraph (f):
(f) Expense Payment. At Closing, SELLER shall pay or cause to be paid
---------------
to BUYER the sum of $300,000 (the "Expense Payment"). This payment
shall be
<PAGE>
made notwithstanding any other provision of this Agreement relating to
the payment of expenses.
V. Paragraph (a) of Section 4.2 is amended by substituting the following
therefor:
(a) Amount of Payment. SELLER will pay to BUYER on the Closing Date an
-----------------
amount equal to the Branch Deposits as shown on Schedule 1 to the
Agreement as of the close of business five (5) Business Days prior to
the Closing Date, plus the Expense Payment, minus the sum of (i) the
Deposit Premium; (ii) all Cash; (iii) the Purchase Value of the Branch
Loans as shown on Schedule 3 of the Agreement as of the close of
business five (5) Business Days Prior to the Closing Date; plus or
minus, as appropriate, the net amount due to BUYER or to SELLER,
respectively, on account of the prorations required by Section 2.4
hereof. BANCORP will pay to SELLER on the Closing Date the sum of One
Million, Five-Hundred Thousand Dollars ($1,500,000.00), plus or minus
the amount due to SELLER or BANCORP, respectively, on account of the
prorations required by Section 2.4 hereof.
VI. Section 4.5 of the Agreement is amended by substituting the following
therefor:
4.5 Investment by the Investors. At the Closing, the Investors
---------------------------
shall invest (or shall have invested) in an aggregate of at least $2.0
million of additional Common Stock as provided in the Stock Purchase
Agreements. Neither FCFC nor the FCFC Group shall, directly or
indirectly, make any investment in stock or other securities of BUYER
or Bancorp in connection with the Closing or otherwise in connection
with the transactions contemplated by this Agreement.
VII. Section 10.1 of the Agreement is amended by deleting subparagraph (9) from
paragraph (d) thereof and by substituting the following for subparagraph (8) of
paragraph (d) thereof:
(9) Such other documents or instruments as SELLER or FCFC may
reasonably request, including, but not limited to, an executed
Assignment and Assumption Agreement in the form of Exhibit F, relating
to BUYER's assumption of the Branch Deposits, and an executed
Assignment, transfer and Appointment of Successor Trustee for IRA and
Keogh accounts, in the form of Exhibit G.
Section 10.1 of the Agreement is further amended by deleting paragraph (f)
thereof.
VIII. Section 10.2 (h) of the Agreement is amended by substituting the following
therefor:
(h) Extension of Credit. Bancorp shall have obtained one or more
-------------------
extensions of credit, or binding commitments therefor which may be
drawn upon at the Closing, in the total amount of at least $4.0
million, in connection with the transaction from persons other than
SELLER, FCFC, or any person affiliated with SELLER or FCFC, at an
annual interest rate not to exceed 9.25% and on otherwise commercially
reasonable terms satisfactory to Bancorp, for the purpose of providing
funds for (i) the injection of capital in the form of common equity
into BUYER and (ii) the purchase of the Real Estate and the Fixed
Assets.
IX. Headings are provided in this Amendment for convenience of reference only.
The Agreement may be
<PAGE>
restated in order to reflect the amendments set forth herein for ease of
reference. The Agreement is amended only to the extent specifically provided
herein. All defined terms shall have the meanings provided in the Agreement
except as otherwise defined herein. This Amendment may be executed in one or
more counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument.
In WITNESS WHEREOF, the parties hereto have duly authorized and executed
this Amendment as of the date first above written.
ATTEST FIRST COMMONWEALTH SAVINGS BANK FSB
/s/ Susan H. Roy By: /s/ Robert N. Kemp, Jr.
---------------------- -------------------------------------
Assistant Secretary Title: President and Chief Executive Officer
WITNESS FIRST COMMONWEALTH FINANCIAL CORP
/s/ Geraldine A. York By: /s/ John C. York, Jr.
---------------------- -------------------------------------
Title: Chairman of the Board
WITNESS FWB BANK
/s/ LaVaughn M. Queen By: /s/ Steven K. Colliatie
--------------------- -------------------------------------
Title: President and Chief Executive Officer
WITNESS FWB BANCORPORATION
/s/ LaVaughn M. Queen By: /s/ Steven K. Colliatie
--------------------- --------------------------------------
Title: President and Chief Executive Officer
3
<PAGE>
Exhibit 2.3
EXTENSION AGREEMENT PURSUANT TO
SECTION 11.1 (b) OF
PURCHASE AND ASSUMPTION AGREEMENT
THIS EXTENSION AGREEMENT (the "Extension Agreement") made as of this
19th day of August 1996, by and among FWB Bank, a commercial bank chartered
under the laws of the State of Maryland, with its main office at 1800 Rockville
Pike, Rockville, Maryland, ("BUYER"); FWB Bancorporation, a Maryland corporation
and the registered bank holding company of BUYER, with its principal place of
business at the same address as BUYER ("BANCORP"); First Commonwealth Savings
Bank FSB, a federal savings bank chartered under the laws of the United States,
with its main office at 301 South Washington Street, Alexandria, Virginia
("SELLER"); and First Commonwealth Financial Corp, a Virginia corporation and
registered savings and loan holding company of the SELLER, with its principal
place of business located at 12105 Greenleaf Avenue, Potomac, Maryland ("FCFC").
RECITALS
WHEREAS, BANCORP, BUYER, SELLER AND FCFC entered into a Purchase and
Assumption Agreement dated as of April 10, 1996, and amended as of July 1, 1996,
(as amended, the "Agreement") pursuant to which BUYER would assume certain
deposits and other liabilities associated with the main office of SELLER (the
"Branch") and BANCORP and BUYER would acquire certain assets of SELLER, subject
to terms and conditions set forth therein;
WHEREAS, Section 11.1 (b) of the Agreement provides that the Agreement
shall terminate and be of no further force or effect as between the parties,
except as to liability for breach of any duty or obligation arising prior to the
date of termination, upon the failure to consummate the transaction on or before
September 1, 1996 (the "Closing Deadline"), unless such Closing Deadline is
extended in a writing agreed to by the parties;
WHEREAS, Consummation of the Agreement is subject to receipt of
approvals and other requirements under State and Federal law and regulation, all
of which have not yet been satisfied; and
WHEREAS, the parties to the Agreement desire to extend the Drop Dead
Date to provide more time for the satisfaction of such requirements.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
I. The Closing Deadline is hereby extended to be September 16, 1996,
pursuant to Section 11.1 (b) of the Agreement.
II. All defined terms shall have the meanings provided in the Agreement
except as otherwise defined herein. This Extension Agreement may be executed in
one or more counterparts, each of which shall be an original but all of which
shall constitute one and the same instrument.
In WITNESS WHEREOF, the parties hereto have duly authorized and executed
this Extension Agreement as of the date first above written.
ATTEST FIRST COMMONWEALTH SAVINGS BANK FSB
/s/ G.A. Murray By: /s/ Robert N. Kemp. Jr.
----------------------------- ---------------------------
Senior Vice President Title: President and Chief Executive
Officer
-Continued-
<PAGE>
EXTENSION AGREEMENT PURSUANT TO
SECTION 11.1 (b) OF
PURCHASE AND ASSUMPTION AGREEMENT
-Continued-
WITNESS FIRST COMMONWEALTH FINANCIAL CORP
/s/ Geraldine A. York By: /s/ John C. York, Jr.
-------------------------- -------------------------------------
Title: Chairman of the Board
WITNESS FWB BANK
/s/ Barbara L. Martinez By: /s/ Steven K. Colliatie
--------------------------- ------------------------------------
Title: President and Chief Executive
Officer
WITNESS FWB BANCORPORATION
/s/ Barbara L. Martinez By: /s/ Steven K. Colliatie
--------------------------- --------------------------------------
Title: President and Chief Executive
Officer
<PAGE>
Exhibit 2.4
EXTENSION AND CLOSING AGREEMENT
THIS EXTENSION AND CLOSING AGREEMENT (the "Closing Agreement") made as
of this 16th day of September 1996, by and among FWB Bank, a commercial bank
chartered under the laws of the State of Maryland, with its main office at 1800
Rockville Pike, Rockville, Maryland, ("BUYER"); FWB Bancorporation, a Maryland
corporation and the registered bank holding company of BUYER, with its principal
place of business at the same address as BUYER ("BANCORP"); First Commonwealth
Savings Bank FSB, a federal savings bank chartered under the laws of the United
States, with its main office at 301 South Washington Street, Alexandria,
Virginia ("SELLER"); and First Commonwealth Financial Corp, a Virginia
corporation and registered savings and loan holding company of the SELLER, with
its principal place of business located at 12105 Greenleaf Avenue, Potomac,
Maryland ("FCFC").
RECITALS
WHEREAS, BANCORP, BUYER, SELLER AND FCFC entered into a Purchase and
Assumption Agreement dated as of April 10, 1996, and amended as of July 1, 1996,
(as amended, the "Agreement") pursuant to which BUYER would assume certain
deposits and other liabilities associated with the main office of SELLER (the
"Branch") and BANCORP and BUYER would acquire certain assets of SELLER, subject
to terms and conditions set forth therein;
WHEREAS, Section 11.1 (b) of the Agreement provides that the Agreement
shall terminate and be of no further force or effect as between the parties,
except as to liability for breach of any duty or obligation arising prior to the
date of termination, upon the failure to consummate the transaction on or before
September 1, 1996 (the "Closing Deadline"), unless such Closing Deadline is
extended in a writing agreed to by the parties;
WHEREAS, the Closing Deadline was extended to be September 16, 1996, by
means of the Extension Agreement Pursuant to Section 11.1 (b) of the Purchase
and Assumption Agreement by and among the parties hereto, dated as of August 19,
1996; and
WHEREAS, the parties to the Agreement desire to extend the Closing
Deadline to provide additional time for the satisfaction of closing
requirements, to establish a schedule for an orderly Closing, and to provide for
a payment to BANCORP in an amount deemed approximately equivalent to the
opportunity cost of a one week postponement of Closing.
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties hereto do
hereby agree as follows:
1.0 The Closing Deadline is hereby extended to be September 23, 1996.
2.0 A "Pre-Closing" for review of schedules, certificates, and documents
required to be delivered at or before Closing pursuant to the Agreement
or this Closing Agreement shall be held in the Branch at 2:00 p.m. on
Thursday, September 19, 1996.
3.0 The Closing shall be held in the Branch at 8:30 a.m. on Friday,
September 20, 1996, provided the conditions therefor have been satisfied
or waived and that all of the obligations of each of the parties hereto
set forth in the Closing Agreement to be satisfied on or before Closing
have been satisfied on or before the times and dates shown herein
(including, without limitation, the items and dates set forth on Annex A
and Annex B hereto.) The Closing shall be effective at 4:00 p.m. on the
date of Closing.
4.0 At Closing, FCFC shall pay or cause to be paid to BUYER the sum of
$25,000, in addition to all sums otherwise payable to it under the
Agreement.
<PAGE>
5.0 Real estate transfer and recording fees relating to the Real Property
will be shared equally by BANCORP and SELLER. Any such fees relating to
the Fixed assets shall be shared equally by BANCORP and SELLER.
6.0 SELLER will not void ATM access cards issued by it to account holders of
---
Branch Deposits who will have ATM access cards issued by it except as
requested by BUYER. SELLER and BUYER will use their best efforts to
ensure that such ATM access cards will be capable of effecting
transactions with respect to the Branch Deposits on and immediately
following the transfer of Branch Deposits at the Closing.
7.0 ADDITIONAL SCHEDULES, INFORMATION ETC.
7.1 SELLER and BUYER shall mutually agree on a form of notice to IRA
and Keogh depositors, informing them of the appointment and
succession of BUYER as trustee. SELLER, or in the event of a
liquidation of SELLER, FCFC, shall indemnify and hold BUYER
harmless with respect to any loss, damage or expense, including,
without limitation, reasonable attorney's fees, suffered by
BUYER as a result of any claim that such manner of resignation,
appointment, or succession violated the terms of any IRA
agreement or federal or state law applicable to IRA's or trust
relationships. BUYER hereby consents to the transfer of SELLER's
obligation under this Section to FCFC in the event of
liquidation of SELLER, and, in such event, hereafter releases
SELLER from its obligations of this Section 7.1 upon such
liquidation. BUYER and BANCORP shall waive the requirement for
thirty-days notice set forth in Section 13.4(a) of the
Agreement.
7.2 SELLER will deliver by the close of business on Tuesday,
September 17, 1996, copies of the legal description of each
piece of real property pledged as collateral for the Branch
Loans.
7.3 SELLER will provide full access to employee records for the six
employees to whom BUYER has offered employment by the close of
business on Monday, September 16, 1996. (See (S)12.1 of the
Agreement.)
7.4 In order that BUYER may ensure that provision has been made for
it to research items and transactions following the Closing,
SELLER will use its best efforts to execute an agreement for the
benefit of BUYER, and reasonably acceptable to it, between
SELLER and the operator of its processing center (the "IPC"),
calling for the IPC to provide copies of items and other records
as are held by it following Closing with respect to the Branch
Deposits as are requested by BUYER from time to time following
the Closing, as set forth in Section 8.8 of the Agreement.
7.5 SELLER will provide to BUYER on or before the close of business
on Tuesday, September 17, 1996, with evidence of its
arrangements to remove signs pursuant to section 8.9 of the
Agreement.
7.6 SELLER and BUYER will provide to each other by the close of
business on Tuesday, September 17, 1996, with copies of their
most recent federal deposit insurance notifications for purposes
of calculation of the proration provided for in Section 2.4(a)
of the Agreement.
7.7 SELLER and BUYER will use their best efforts to establish
procedures for delivery and handling of ACH items, direct
deposits, and misdelivered items by the Close of Business on
Thursday, September 19, 1996.
7.8 SELLER will provide to BUYER a description of its plans for
fulfilling its obligations with respect to interest reporting
and account statements under Article 13 of the Agreement.
<PAGE>
7.9 By 12:00 noon on the calendar day following Closing, SELLER
shall make its best efforts to deliver, or cause to be
delivered, to BUYER a complete list of Branch Loan and Branch
Deposit customers, with names, addresses and, if available,
product usage information) on magnetic tape.
7.10 At the Pre-Closing, SELLER and FCFC will provide a written
description of the current status of matters that were described
on Schedule 11 to the Agreement.
7.11 At Closing, SELLER will deliver, for each of the Branch Loans,
endorsed notes, assigned deed or deeds of trusts for real
property pledged as collateral for such loans, and a blanket
assignment of title policies covering such properties.
8.0 Neither BUYER nor BANCORP shall have any responsibility whatsoever to
SELLER, FCFC, or any other person with respect to safekeeping or
retention of records left at the Branch or otherwise abandoned or
delivered to BUYER or BANCORP so far as such records relate to paid off
loans, closed deposit accounts, or otherwise to deposits, other
liabilities, claims or assets other than the Branch Deposits or the
Assets, and SELLER and FCFC shall indemnify and hold BUYER and BANCORP
harmless against any loss, damage or expense, including reasonable
attorneys fees, arising from any claim to the contrary.
9.0 SELLER represents and warrants that none of the fixed assets are leased
by SELLER or FCFC and SELLER and FCFC shall indemnify and hold BUYER and
BANCORP harmless against any loss, damage or expense, including
reasonable attorneys fees, arising from any claim to the contrary.
10.0 Neither BUYER, nor BANCORP, nor SELLER, nor FCFC agree hereby to waive
any condition or requirement of closing under the agreement or any right
under the agreement except as specifically stated herein. This section
does not prevent any party from otherwise waiving any condition or
requirement of closing under the Agreement.
11.0 Except as specifically set forth in the Closing Agreement, the
obligations set forth herein are in addition to the obligations of the
parties under the Agreement.
12.0 All defined terms shall have the meanings provided in the Agreement
except as otherwise defined herein. This Closing Agreement may be
executed in one or more counterparts, each of which shall be an original
but all of which shall constitute one and the same instrument.
In WITNESS WHEREOF, the parties hereto have duly authorized and executed
this Extension Agreement as of the date first above written.
ATTEST FIRST COMMONWEALTH SAVINGS BANK FSB
/s/ Gregory A. Murray By: /s/ Robert N. Kemp, Jr.
---------------------------- -------------------------------
Senior Vice President Title: President and Chief Executive
Officer
WITNESS FIRST COMMONWEALTH FINANCIAL CORP
By: /s/ John C. York, Jr.
---------------------------- -------------------------------
Title: Chairman of the Board
<PAGE>
WITNESS FWB BANK
/s/ Barbara L. Martinez By: /s/ Steven K. Colliatie
------------------------------- -----------------------------------
Title: President and Chief Executive
Officer
WITNESS FWB BANCORPORATION
/s/ Barbara L. Martinez By: /s/ Steven K. Colliatie
---------------------------------- ----------------------------------
Title: President and Chief Executive
Officer
<PAGE>
Exhibit 99.1
FWB BANCORPORATION
For Immediate Release Contact: Steven K. Colliatie
President and Chief Executive
Officer
FWB Bancorporation
FWB Bank
(301) 770-1525
September 20, 1996: Rockville, MD -- FWB Bancorporation, the parent company
of FWB Bank, announced today that it had completed its acquisition of the
Alexandria, Virginia, office of First Commonwealth Savings Bank FSB, along with
approximately $60 million in deposits and a portfolio of commercial and consumer
loans. FWB intends to offer a full range of commercial and consumer bank lending
and deposit services at its new Alexandria location.
Steven K. Colliatie, President and Chief Executive Officer of FWB Bank and
FWB Bancorporation, said, "We are delighted to have the opportunity to serve
consumers and businesses in Virginia. We look forward to acquiring additional
offices in the Maryland and Virginia communities of Metropolitan Washington as
opportunities arise."
Following the acquisition, FWB Bancorporation has consolidated assets of
approximately $100 million. In connection with the acquisition, FWB
Bancorporation sold approximately 667,000 shares of its common stock in a
private placement for net proceeds of approximately $2.0 million. The new
proceeds of this sale of stock were invested in the capital of FWB Bank.
FWB Bank is a state chartered commercial bank with offices in Rockville,
Bethesda and Germantown, Maryland, and, effective September 20th, in Alexandria,
Virginia. The deposits of FWB Bank are insured by the Bank Insurance Fund of the
Federal Deposit Insurance Corporation.
# # #
1800 Rockville Pike * P.O. Box 2022 * Rockville, Maryland 20852-1624 * (301)
770-1300
