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) January 21, 1998
----------------
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)
<PAGE>
Item 5. Other Events
- ---------------------
On January 21, 1998, United Bankshares, Inc. announced earnings for the
three months and year ended December 31, 1997. A copy of the press release is
filed as Exhibit 99.1 to this report.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(c) Exhibits
--------
99.1 Press release dated January 21, 1998, announcing United's
earnings for the three months and year ended December 31,
1997.
3
Exhibit 99.1
[United Bankshares, Inc. News Release Letterhead]
FROM: United Bankshares, Inc. FOR IMMEDIATE RELEASE
514 Market Street
Parkersburg, WV 26101
CONTACT: Steven E. Wilson DATE: January 21, 1998
Executive Vice President
and Chief Financial Officer
(304) 424-8800
UNITED BANKSHARES, INC. ANNOUNCES
FOURTH QUARTER AND 1997 EARNINGS
United Bankshares, Inc. (UBSI), a $2.7 billion bank holding company
headquartered in West Virginia, reported fourth quarter earnings of $10.4
million or 69(cent) per share and reported 1997 annual earnings of $ 40.9
million or $2.70 per share. This represents a 6% increase over earnings of $9.9
million or 65(cent) per share for the fourth quarter of 1996 and a 35% increase
over earnings of $30.5 million or $2.00 per share for the year ended December
31, 1996.
For 1997, United's return on average assets was strong at 1.7% and
return on average equity was 15.3%. Today, United is one of the best performing
regional banking companies in the nation.
"The year 1997 was the best year in our company's history," said
Richard M. Adams, Chairman and CEO.
[United Bankshares, Inc. Logo]
4
<PAGE>
United Bankshares, Inc. Announces...
January 21, 1998
Page Two
The 1997 dividend of $1.35 per share, represents the twenty-fourth
consecutive year of dividend increases for United shareholders. Additionally,
based on recent market prices for United's stock, United shareholders have
experienced a 45% appreciation in their stock ownership value since a year ago.
United's asset quality remains strong with the nonperforming asset level at
0.67% of total assets, the capital ratio remains strong at nearly 11% and United
is categorized as well capitalized based on the risk-based capital ratio,
considerably exceeding the regulatory minimum requirement. These ratios compare
very favorably to industry averages and support a strong financial position.
This week United announced reaching an agreement to purchase two
branches in the eastern panhandle of West Virginia. The branches, located in
Charles Town and Shepherdstown, have combined deposits of approximately $67
million. This represents an entrance into new markets for United and it bridges
the geographic gap between United's West Virginia and Virginia franchises. The
transaction is subject to the receipt of all regulatory approvals, as well as
other customary conditions.
United recently signed a definitive agreement to merge with George
Mason Bankshares, Inc. of Fairfax, Virginia, with assets of approximately $1
billion. The transaction, which is expected to close in April of 1998, will
increase United's Virginia franchise to more than $1.3 billion in assets.
Following completion of the proposed merger with George Mason, United will have
consolidated assets of over $3.7 billion with 73 full service offices in West
Virginia, Virginia, Maryland and Washington, D.C. Consummation of the
transaction is subject to approval by the shareholders of United and George
Mason and the receipt of all required regulatory approvals, as well as other
customary conditions.
United Bankshares, with $2.7 billion in assets, is the second largest
West Virginia headquartered bank holding company. UBSI with its lead bank,
United National Bank, and subsidiary, United Bank, has 43 offices in 34 West
Virginia communities and 10 offices in the Northern Virginia region.
United Bankshares stock is traded on the NASDAQ (National Association
of Securities Dealers Quotation System) National Market System under the
quotation symbol "UBSI".
5
<PAGE>
UNITED BANKSHARES. INC. AND SUBSIDIARIES
FINANCIAL SUMMARY
(In Thousands Except for Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
-------------------------------- --------------------------------
December 31 December 31 December 31 December 31
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S><C>
EARNINGS SUMMARY
Interest income, taxable equivalent $52,469 $44,706 $192,714 $174,830
Interest expense 23,440 19,187 84,499 73,185
Net interest income, taxable equivalent 29,029 25,519 108,215 101,645
Taxable equivalent adjustment 687 672 2,462 2,472
Net interest income 28,342 24,847 105,753 99,173
Provision for loan losses 950 450 3,100 2,610
Noninterest income 4,594 3,950 16,597 14,718
Loss on security transactions (98)
Net income (loss) from mortgage banking operations 670 375 3,135 (431)
Noninterest expenses 16,517 14,005 59,949 63,549
Income taxes 5,713 4,781 21,497 16,691
Net income 10,426 9,936 40,939 30,512
Cash dividends paid 4,930 4,850 19,910 17,847
PER COMMON SHARE:
Net income:
Basic 0.70 0.66 2.73 2.02
Diluted 0.69 0.65 2.70 2.00
Cash dividends paid 0.35 0.32 1.35 1.24
Book value 18.68 17.13
Closing market price 47.75 33.00
Common shares outstanding:
Actual, net of treasury shares 14,983,758 15,089,635
Average diluted 15,163,297 15,212,871 15,135,996 15,253,356
FINANCIAL RATIOS
Return on average assets 1.60% 1.69% 1.68% 1.35%
Return on average shareholders' equity 14.89% 15.27% 15.28% 11.98%
Average equity to average assets 10.63% 11.09% 11.25% 11.25%
Net interest margin 4.78% 4.74% 4.76% 4.85%
December 31 December 31
1997 1996
------------- -------------
PERIOD END BALANCES
Assets 2,699,790 2,326,877
Earning Assets 2,523,374 2,183,128
Loans, net of unearned income 2,060,487 1,847,605
Investment securities 461,837 332,331
Total deposits 2,106,047 1,827,554
Shareholders' equity 279,871 258,514
</TABLE>
[United Bankshares, Inc. Logo]
6
<PAGE>
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 January 23, 1998 By /s/ Steven E. Wilson
------------------- ---------------------------------------
Steven E. Wilson
Its Executive Vice President,
Secretary and Chief Financial Officer
7
