UNITED STATES
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): May 23, 2000
CENTURY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16234 52-1489098
(State or other juris- (Commission File Number) (IRS Employer Ident-
diction of incorporation) ification No.)
1275 Pennsylvania Avenue, N.W. 20004
Washington, D.C. (Zip code)
Registrant's telephone number, including area code: (202) 496-4100
<PAGE>
Item 5. Other Events.
On May 23, 2000, the Registrant issued a press release, a copy of which
is included herewith as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
Exhibit
Number Identification of Exhibit
99.1 Press Release issued by Century Bancshares, Inc. dated May 23, 2000
99.2 Letter to Stockholders dated May 30, 2000
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<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.
CENTURY BANCSHARES, INC.
(Registrant)
By: JOSEPH S. BRACEWELL
-------------------
Joseph S. Bracewell
President and Chief Executive Officer
Dated: May 30, 2000
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Identification of Exhibit
99.1 Press Release of Century Bancshares, Inc. dated May 23, 2000
99.2 Letter to Stockholders dated May 30, 2000
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<PAGE>
EXHIBIT 99.1
NEWS RELEASE
RELEASE: Immediate FOR: CENTURY BANCSHARES, INC.
CONTACTS: Media: Joseph S. Bracewell, Chairman/CEO 202-496-4040
Investor Relations: Charles V. Joyce III, SVP/CFO 202-496-4050
CENTURY BANCSHARES, INC.
TO ACQUIRE RESTON BRANCH OF
RESOURCE BANKSHARES CORPORATION
RESTON, Va., May 23, 2000 -- Resource Bankshares Corporation (Amex: RBV - news)
and Century Bancshares, Inc. (Nasdaq: CTRY - news) announced today their
agreement that Century will acquire certain assets and assume the deposits and
certain other liabilities of Resource's branch office located at 1498 North
Point Village Center in Reston, Virginia. The transaction, which is subject to
regulatory approval, is expected to close in the third quarter of this year.
The terms of the agreement provide that Century will pay Resource $5 million for
the deposit accounts, branch building and related assets. According to FDIC
branch deposit data, the Reston branch had $58.8 million in total deposits as of
June 30, 1999.
"We view this agreement as a `win-win' situation for both our banks as we pursue
different strategies to build value for our shareholders," said Lawrence N.
Smith and Joseph S. Bracewell, Chief Executive Officers of Resource Bankshares
and Century Bancshares, respectively, in a joint statement announcing the
agreement. Resource Bankshares Corporation, which had $329 million in assets as
of March 31, 2000, is the parent holding company of Resource Bank, a Virginia
chartered commercial bank headquartered in Virginia Beach, with offices in
Hampton Roads, Richmond and Northern Virginia. Century Bancshares, Inc., which
had $222 million in assets as of March 31, 2000, is the parent company of
Century National Bank, a community bank with six branches serving professionals,
small businesses, and non-profit organizations in the Washington, DC
metropolitan area.
This press release contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Companies believe that
the expectations reflected in such forward looking statements are based upon
reasonable assumptions, they can give no assurance that their expectations will
be achieved. Important factors that could cause actual results to differ
materially from the Companies' expectations are disclosed in their respective
Forms 10-K for the year ended December 31, 1999, filed with the Securities and
Exchange Commission and are incorporated by reference herein (Cautionary
Disclosures). Subsequent written and oral forward looking statements
attributable to the Companies or persons acting on their behalf are expressly
qualified in their entirety by the Cautionary Disclosures.
<PAGE>
EXHIBIT 99.2
May 30, 2000
Dear Fellow Stockholders:
Enclosed is a copy of last week's announcement of Century's agreement to acquire
the Reston branch of Resource Bank.
With over 18 million square feet of office space, Reston/Herndon is the fourth
largest "sub-market" in the Washington MSA - behind the Central Business
District, the East End, and Tysons Corner. Century already has offices in the
top three sub-markets, so Reston will be an important addition to our commercial
banking network. The Washington area is #1 in the nation in Internet services
and #2 in the growth of technology companies. Northern Virginia is where most of
that activity is happening, and Reston is really at the center of it all.
The FDIC reports branch deposit data on June 30 of each year. As of the latest
report, there were 19 bank branches in Reston with total deposits of $689
million. Resource's branch at $58.8 million was the fourth largest in terms of
deposits, with more than 3,000 accounts. The seven-year-old branch is an
attractive freestanding building with an ATM and three drive-in windows.
The $5 million purchase price includes the appraised value of the branch
building plus a 7.2% deposit premium. The amortization of the premium will
increase non-interest expenses; however, once we are able to deploy the acquired
deposits into loans, the branch acquisition should result in increased overall
profitability. We have internally projected that the Reston acquisition will be
dilutive to earnings per share in the first year and accretive in subsequent
years. We also project a positive impact on other measures of enterprise value
such as revenue per share, core deposits, and cash earnings per share.
Because the key to near-term profit growth from this acquisition is loan growth,
I want to introduce three new officers who joined our lending team last month.
Loren Geisler brings 15 years of experience to Century and was formerly the
chief lending officer of another community bank here in Washington. Jim Lull,
who will be our lead commercial lender in the Reston office, brings 14 years of
banking experience including 6 years in the Northern Virginia market. Steve
Moore, our senior lender in Prince William County, comes to Century with 25
years of experience and equips our recently acquired Dumfries branch with
commercial lending capability for the first time. These officers join an already
solid team of lending professionals that has grown Century's portfolio at the
rate of 26% per year for the past two and a half years. We at Century are
excited about the future and particularly the opportunity afforded by the Reston
acquisition to continue our expansion program. As always, we appreciate the
ongoing support and confidence of our stockholders.
Very truly yours,
Joseph S. Bracewell
Chairman of the Board
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes that
the expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that such expectations will be
achieved. Important factors that could cause actual results to differ materially
from the Company's expectations are disclosed in its Form 10-K for the year
ended December 31, 1999, filed with the Securities and Exchange Commission, and
are incorporated by reference herein (Cautionary Disclosures). Subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Disclosures.
