SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
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 10, 1997
UNITED BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
WEST VIRGINIA 0-13322 55-0641179
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
300 UNITED CENTER
500 VIRGINIA STREET, EAST
CHARLESTON, WEST VIRGINIA 25301
(Address of principal executive offices) Zip Code
(304) 424-8761
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
Following the close of business on September 10, 1997, United
Bankshares, Inc. ("United"), a West Virginia corporation, and George Mason
Bankshares, Inc. ("George Mason"), a Virginia corporation, entered into an
Agreement and Plan of Merger (the "Agreement") which sets forth the terms and
conditions under which George Mason would merge with and into United (the
"Merger") for a tax-free merger of the two companies.
The Agreement provides that upon consummation of the Merger, each
outstanding share of common stock of George Mason, par value $1.11 per share,
(other than any shares held by United other than in a fiduciary capacity or in
satisfaction of a debt previously contracted) shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into the
right to receive 0.85 share of United common stock, par value $2.50 per share,
plus the right to receive cash in lieu of any fractional share without interest.
In connection with the execution of the Agreement, United Bank ("UB"),
a wholly-owned subsidiary of United, and George Mason Bank ("GMB"), a
wholly-owned subsidiary of George Mason, will enter into an Agreement and Plan
of Merger (the "Bank Agreement"). The Bank Agreement will set forth the terms
and conditions, including the Merger, pursuant to which UB would merge with
GMB (the "Bank Merger").
Consummation of the Merger is subject to approval of the shareholders
of United and George Mason and the receipt of all required regulatory approvals,
as well as other customary conditions.
This current report on Form 8-K, including the investor presentation
materials, contains certain forward looking statements with respect to the
financial condition, results of operations and business of United Bankshares,
Inc. and George Mason Bankshares, Inc. on a combined basis after the proposed
merger. These forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected cost savings from the proposed merger
cannot be fully realized or realized within the expected time frame; (2) costs
or difficulties related to the integration of the businesses of United
Bankshares, Inc. and George Mason Bankshares, Inc. are greater than expected;
(3) revenues following the proposed merger are lower than expected; (4)
competitive pressure among depository institutions increases significantly; (5)
changes in the interest rate environment reduce interest margins; (6) general
economic conditions, either nationally or in the states in which the combined
company will be doing business, are less favorable than expected; or (7)
legislation or regulatory changes adversely affect the businesses in which the
combined company would be engaged.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press release dated September 11, 1997 announcing the proposed
merger.
99.2 Investor presentation materials used by United Bankshares,
Inc. on September 11, 1997 relating to the proposed merger.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED BANKSHARES, INC.
Date September 16, 1997 By /s/ Steven E. Wilson
______________________ _________________________________
Steven E. Wilson
Its Executive Vice President,
Secretary and Chief Financial Officer
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Exhibit Index
99.1 Press release dated September 11, 1997 announcing the proposed
merger.
99.2 Investor presentation materials used by United Bankshares,
Inc. on September 11, 1997 relating to the proposed merger.
[United Bankshares, Inc. News Release Letterhead]
FROM: United Bankshares, Inc. FOR IMMEDIATE RELEASE
514 Market Street
Parkersburg, WV 26101
CONTACT: Steven E. Wilson DATE: September 11, 1997
Executive Vice President
and Chief Financial Officer
(304) 424-8800
UNITED BANKSHARES, INC.
TO MERGE WITH
GEORGE MASON BANKSHARES, INC.
United Bankshares, Inc. (UBSI), a $2.5 billion bank holding company
headquartered in West Virginia, and George Mason Bankshares, Inc. (GMBS),
announced an agreement for the merger of the two companies. George Mason, with
$963 million in assets and 22 full service offices located throughout northern
Virginia, Washington, D.C., and Montgomery County, Maryland, is a Virginia bank
holding company headquartered in Fairfax, Virginia. United becomes the largest
banking company headquartered in West Virginia based on pro forma market
capitalization.
The agreement will be structured as a pooling of interests and will
provide for a tax-free exchange of 0.85 share of United common stock for each
common share of George Mason. Based on United's September 10th closing stock
price, the transaction would have a value of approximately $38.68 per share, or
an aggregate consideration of $215 million based on George Mason's 5.55 million
common shares and options outstanding.
[United Bankshares, Inc. Logo]
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United Bankshares, Inc. to Merge...
September 11, 1997
Page Two
The dividend to George Mason shareholders based upon United's current
dividend would be $1.15 or a 105% increase.
George Mason President and Chief Executive Officer, Bernard H.
Clineburg, said, "George Mason is joining a shareholder-driven company with a
strong track record of performance. We are excited to be a part of the United
team." Clineburg will become the President of United Bankshares and Chairman and
CEO of United's Virginia banking entity. Also, George Mason will be represented
by five members on the United Bankshares Board of Directors.
Richard M. Adams, Chairman and Chief Executive Officer of United, said,
"George Mason's franchise, along with United's recent acquisition of First
Patriot Bankshares Corporation, significantly enhances United's market share.
United will be a major bank in northern Virginia with assets over $1.3 billion.
We expect the transaction to be nondilutive to earnings per share and should
significantly enhance our franchise value."
Following completion of the proposed merger with George Mason, United
will have consolidated assets of over $3.5 billion with 74 full service offices
in West Virginia, Virginia, Maryland and Washington, D.C. As part of the merger,
George Mason Bank, the subsidiary bank of George Mason, will be merged with
United Bank, United's Virginia banking subsidiary. The proposed merger is
expected to close by the first quarter of 1998.
George Mason has issued a stock option to United that allows United to
purchase up to 19.9% of George Mason's common shares under certain
circumstances.
United Bankshares and George Mason stock is traded on the NASDAQ
(National Association of Securities Dealers Quotation System) National Market
System under the quotation symbols "UBSI" and "GMBS", respectively.
UNITED BANKSHARES, INC.
MERGER WITH
GEORGE MASON BANKSHARES, INC.
<PAGE>
This presentation contains certain forward looking statements with respect to
the financial condition, results of operations and business of United
Bankshares, Inc. and George Mason Bankshares, Inc. on a combined basis after the
proposed merger. These forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected cost savings from the proposed merger
cannot be fully realized or realized within the expected time frame; (2) costs
or difficulties related to the integration of the businesses of United
Bankshares, Inc. and George Mason Bankshares, Inc. are greater than expected;
(3) revenues following the proposed merger are lower than expected; (4)
competitive pressure among depository institutions increases significantly; (5)
changes in the interest rate environment reduce interest margins; (6) general
economic conditions, either nationally or in the states in which the combined
company will be doing business, are less favorable than expected; or (7)
legislation or regulatory changes adversely affect the businesses in which the
combined company would be engaged.
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PRESENTATION OVERVIEW:
(diamond) Strategic Impact
(diamond) Franchise Overview
(diamond) Market Share Analysis
(diamond) George Mason Overview
(diamond) Combined Operations
(diamond) Transaction Structure
(diamond) Summary
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STRATEGIC IMPACT
(diamond) Increases United's assets to over $3.5 billion
(diamond) Increases United's Virginia franchise to over $1.3 billion
(diamond) Represents an in market transaction
(diamond) Adds to shareholder value
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UNITED BANKSHARES, INC.
FRANCHISE OVERVIEW--ALL BRANCH LOCATIONS
BANK BRANCH LOCATIONS OF:
(bullet) GEORGE MASON BANKSHARES
(bullet) UNITED BANKSHARES
GRAPHIC IMAGE OF OUTLINE OF STATE LABELED MAPS OF WEST VIRGINIA, VIRGINIA, AND
PORTIONS OF OHIO, MARYLAND AND PENNSYLVANIA WITH THE LOCATIONS OF THE BANK
BRANCHES OF GEORGE MASON BANKSHARES, INC. AND UNITED BANKSHARES, INC. PLOTTED.
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MARKET SHARE ANALYSIS
(diamond) Merging with George Mason will increase United Bankshares' foothold
in northern Virginia.
(diamond) Combination of George Mason and United Bankshares under the United
Bankshares umbrella creates a strong platform from which to expand
market share.
(diamond) Post-Merger, United Bankshares will
(diamond) be 6th in deposit market share in northern Virginia
(diamond) be 10th in deposit market share in Virginia
(diamond) remain 3rd in deposit market share in the State of West
Virginia
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GEORGE MASON OVERVIEW:
(diamond) Total Assets -- $963 million
(diamond) 22 Full Service Offices -- 17 in Virginia; 3 in Washington, D.C.; 2
in Maryland
(diamond) NPA's/Assets = 0.15%
(diamond) Reserves/NPA's(%) = 134.72%
(diamond) Return on Average Assets(%) = 0.90%
(diamond) Return on Average Equity(%) = 11.81%
Data as of/or for the 6 months ended 6/30/97
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COMBINED OPERATIONS:
United George Combined
Dollars in millions Bankshares (1) Mason Company
---------- ----- --------
Assets $2,581 $963 $3,544
Loans 1,967 415 2,382
Deposits 2,019 765 2,784
Shareholders' Equity 264 68 332
Full Service Offices 52 22 74
Loan Production
Offices 5 5 10
Data as of 6/30/97
(1) Includes First Patriot Bankshares Corporation.
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Transaction Summary
(diamond) Consideration: 0.85 United Shares for Each
George Mason Share
(diamond) Terms: Fixed Exchange Ratio
Tax-Free Exchange
19.9% Stock Option
No Caps, Collars or Walkaways
(diamond) Accounting Treatment: Pooling of Interests
(diamond) Shares Issued: 4,720,411
(diamond) Expected Closing: First Quarter 1998
(diamond) Implied Multiples:
(diamond) 6/30/97 Book Value: 291%
(diamond) 1997 Estimated Earnings: 25.12X
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Transaction Structure
(diamond) Financial Impact:
- Total assets to $3.5 billion
- Market capitalization to over $900 million
- Nondilutive on earnings per share in 1998
- Accretive to earnings in following years
(diamond) Strategies for Earnings Enhancement:
(bullet) Expense Saving:
- Audit & legal fees - Insurance
- Data processing - Corporate overhead
- Back room operations - Marketing
- Director fees - Close duplicate offices
- Regulatory fees
(bullet) Revenue Enhancements:
- Expand trust services
- Evaluate service charge structure
(diamond) George Mason adds:
(bullet) Mortgage banking expertise - #1 in northern Virginia in terms of
originations
(bullet) Strong branch network in good locations in northern Virginia
(bullet) First entry into the state of Maryland and District of Columbia
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Summary:
(diamond) This acquisition quadruples our franchise in the attractive northern
Virginia market.
(diamond) United moves from #98 to #85 among the top 100 banking companies
nationally in terms of market capitalization as of June 30, 1997.
(diamond) George Mason is one of the fastest growing mortgage companies in
Virginia and is #1 in northern Virginia in terms of originations.
(diamond) George Mason has had outstanding growth trends and shows potential
for the future.
(diamond) Return on equity improves.
(diamond) The acquisition will be accretive to shareholder value.
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