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Previous: NETWORK IMAGING CORP, 10-Q, 1996-11-14 |
Next: HALLWOOD CONSOLIDATED RESOURCES CORP, 10-Q, 1996-11-14 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 1996
Commission File No. 0-20293
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1598552
(State of Incorporation) (I.R.S. Employer Identification No.)
211 North Main Street
P.O. Box 446
Bowling Green, Virginia 22427
(Address of principal executive offices)
(804) 633-5031
(Registrant's telephone number, including area code)
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
On September 1, 1996 Union Bankshares Corporation, a Virginia
corporation ("Union"), acquired King George State Bank Inc., King George,
Virginia ("King George"), through a statutory share exchange with King George
(the "Merger"). The Merger was accounted for as a pooling of interests business
combination. Union issued 275,000 shares of common stock for all the outstanding
common shares of King George. The exchange ratio was 5.5 shares of Union common
stock for each share of King George common stock outstanding on September 1,
1996. Upon consummation of the Merger on September 1, 1996, Union had
outstanding a total of 3,567,049 shares of common stock.
Union filed a Form 8-K Report reporting the consummation of the
Merger and including certain, but not all of the required financial
information. All of the financial information contained in this amendment
should be in conjunction with the Form 8-K Report previously filed.
Interim financial statements of King George as of June 30, 1996 and for
the six months then ended were not included in that Report because it was
impracticable to provide that information in the required format within the
prescribed time period. This interim financial information is included in this
amendment to the Form 8-K.
(b) Pro Forma Financial Information
Pro forma condensed financial information regarding the Merger as of
June 30, 1996 and for the six months then ended is also included in this
amendment to the Form 8-K Report.
(c) Exhibits
Exhibit 99.1: Financial statements King George as of June 30, 1996
and for the six months then ended.
Exhibit 99.2: Pro forma condensed financial information regarding the
Merger as of June 30, 1996 and for the six months then ended.
<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.
UNION BANKSHARES CORPORATION
Date: November 14, 1996 By: /s/ D. ANTHONY PEAY
-------------------
D. Anthony Peay
Vice President and
Chief Financial Officer
King George State Bank, Inc.
Balance Sheet
June 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
1996
(in thousands)
<S> <C>
Assets
Cash and due from banks $ 1,585
Interest-bearing deposits in other banks 2
Federal funds sold 3,785
Securities 9,737
Loans, net of unearned income 32,837
Less allowance for loan losses (note 2) 324
-----------------
Net loans 32,513
Premises and equpiment, net 615
Other assets 1,322
-----------------
Total assets $ 49,559
============
Liabilities
Deposits
Non-interest-bearing demand deposits $ 5,896
Interest-bearing deposits 37,917
---------------
Total deposits 43,813
Short-term borrowings -
Long-term borrowings -
Other liabilities 945
-----------------
Total liabilities 44,758
----------------
Stockholders' equity
Common stock, $6 par value 300
Surplus 300
Retained earnings 4,244
Unrealized gains on securities available for sale, net of taxes (43)
-------------------
Total stockholders' equity 4,801
---------------
Total liabilities and stockholders' equity $ 49,559
============
</TABLE>
See Notes to Interim Financial Information
King George State Bank, Inc.
Statement of Income
For the Six Months June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
(in thousands)
<S> <C>
Interest income:
Interest and fees on loans $1,541 $1,451
Interest on securities 259 309
Federal funds sold 53 7
----------------------------
Total interest income 1,853 1,767
Interest expense:
Interest on deposits 817 761
Interest on other borrowings - 14
----------------------------
Total interest expense 817 775
----------------------------
Net interest income 1,036 992
Provision for loan losses (note 2) 90 178
----------------------------
Net interest income after provision
for loan losses 946 814
----------------------------
Other income:
Service fees 58 71
Losses on sales of securities available for sale - (8)
Nontaxable life insurance proceeds 262 -
Other operating income 28 26
----------------------------
Total other income 348 89
----------------------------
Other expenses:
Salaries and employee benefits 273 282
Occupancy expenses 80 118
FDIC assessments 1 54
Other operating expenses 230 128
----------------------------
Total other expenses 584 582
----------------------------
Income before income taxes 710 321
Income tax expense 132 80
----------------------------
Net income $ 578 241
============================
</TABLE>
See Notes to Interim Financial Information
<PAGE>
King George State Bank
Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Capital Retained
Stock Surplus Earnings Total
(in thousands)
<S> <C>
Balance, December 31, 1994 $ 300 $ 300 $ 3,393 $ 3,993
Dividends - - (115) (115)
Net income - - 241 241
-----------------------------------------------------
Balance, June 30, 1995 $ 300 $ 300 $ 3,519 $ 4,119
========= ========= =========== ==========
Balance, December 31, 1995 $300 $300 $3,790 $ 4,390
Dividends - - (124) (124)
Net income - - 578 578
Unrealized losses on securities
available for sale - - (43) (43)
-----------------------------------------------------
Balance, June 30, 1996 $ 300 $ 300 $ 4,201 $ 4,801
========= ========= =========== ==========
</TABLE>
<PAGE>
King George State Bank, Inc.
Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 1996 and 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Operating activities: 1996 1995
<S> <C>
Net Income $578 $241
Adjustments to reconcile net income
to net cash and cash equivalents
provided by operating activities:
Depreciation of bank premises and equipment 75 57
Provision of loan losses 90 178
Losses on sales of securities available for sale 0 8
(Increase) decrease in other assets 108 (54)
Decrease (increase) in other liabilities 78 29
Net cash and cash equivalents provided
by operating activities 929 459
Investing activities:
Net decrease (increase) in securities (337) 2,509
Net (increase) decrease in loans 94 1,838
Acquisititon of bank premises and equipment (11) (30)
Net cash and cash equivalents (used in)
provided by investing activities (254) 641
Financing activities:
Net increase in deposits 2,410 (462)
Cash dividends paid (118) (115)
Net cahs and cans equivalents proided by
(used in) financing activities 2,292 (577)
Increase in cash and cash equivalents 2,967 523
Cash ad cash equivalents at begnning of period 2,405 1,214
Cash and cash equivalents at end of period $5,372 $1,737
See acompanying notes to interim financial statements.
</TABLE>
UNION and KING GEORGE Exhibit 99.2
Pro Forma Condensed Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
June 30, 1996
--------------------------------------------------
King Pro Forma Pro Forma
Union George Adjustments Combined
(Dollars in thousands)
<S> <C>
Assets
Cash and due from banks $ 15,451 $ 1,585 $ 17,036
Interest-bearing deposits in other banks 418 2 420
Federal funds sold 2,808 3,785 6,593
Securities 127,918 9,737 137,655
Loans, net of unearned income 313,490 32,837 346,327
Less allowance for loan losses 3,953 324 4,277
--------- --------- ---------
Net loans 309,537 32,513 - 342,050
Premises and equpiment, net 11,405 615 12,020
Other assets 14,149 1,322 15,471
--------- --------- ---------
Total assets $481,686 $ 49,559 $ - $ 531,245
========== ========= ========= =========
Liabilities
Deposits
Non-interest-bearing demand deposits $ 47,459 $ 5,896 $ 53,355
Interest-bearing deposits 339,423 37,917 377,340
--------- --------- ---------
Total deposits 386,882 43,813 - 430,695
Short-term borrowings 29,927 - 29,927
Long-term borrowings 11,200 - 11,200
Other liabilities 2,700 945 3,645
--------- --------- ---------
Total liabilities 430,709 44,758 - 475,467
--------- --------- ---------
Stockholders' equity
Preferred stock - - - -
Common stock, $4 par value 13,168 - 1,100 (1) 14,268
Common stock, $6 par value - 300 (300)(1) -
Surplus 674 300 (300)(1) 674
Retained earnings 37,427 4244 (500)(1) 41,171
Unrealized gains (losses) on securities available
for sale, net of taxes (292) (43) - (335)
--------- --------- ------------ ---------
Total stockholders' equity 50,977 4,801 - 55,778
--------- --------- ------------- ---------
Total liabilities and stockholders' equity $ 481,686 $ 49,559 $ - $ 531,245
========== ======== ============= ===========
</TABLE>
- ---------------------------------
See Notes to Pro Forma Condensed Financial Information
1
<PAGE>
UNION and KING GEORGE
Pro Forma Condensed Statement of Income
For the Six Months June 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
King Pro Forma
Union George Combined
<S> <C>
Interest income:
Interest and fees on loans $ 14,289 $ 1,541 $ 15,830
Interest on securities 3,753 259 4,012
Federal funds sold 91 53 144
Interest-bearing deposits in other banks 4 -- 4
----------- ------------- -----------
Total interest income 18,137 1,853 19,990
Interest expense:
Interest on deposits 7,835 817 8,652
Interest on other borrowings 867 -- 867
----------- -------------- -----------
Total interest expense 8,702 817 9,519
----------- -------------- ----------
Net interest income 9,435 1,036 10,471
Provision for loan losses (note 2) 231 90 321
----------- ------------- -----------
Net interest income after provision
for loan losses 9,204 946 10,150
----------- ------------ -----------
Other income:
Service fees 1,218 58 1,276
Losses on sales of securities available for sale (103) -- (103)
Nontaxable life insurance proceeds -- 262 262
Other operating income 310 28 338
----------- ------------ -----------
Total other income 1,425 348 1,773
----------- ------------ -----------
Other expenses:
Salaries and employee benefits 3,387 273 3,660
Occupancy expenses 821 80 901
FDIC assessments 2 1 3
Other operating expenses 1,960 230 2,190
----------- ------------ -----------
Total other expenses 6,170 584 6,754
----------- ------------ -----------
Income before income taxes 4,459 710 5,169
Income tax expense 984 132 1,116
----------- ------------ -----------
Net income $ 3,475 $ 578 $ 4,053
=========== =========== ===========
Per Share Data:
Net income per share of common stock $ 0.55 $ 11.56 $ 1.14
Cash dividends per share of common stock $ 0.30 $ 2.36 $ 0.30
Average common shares outstanding 3,292,049 50,000 3,567,049
</TABLE>
See Notes to Pro Forma Condensed Financial Information
<PAGE>
Union Bankshares Corporation and King George State Bank
Notes to Pro Forma Interim Condensed Financial Information
(Unaudited)
a) The pro forma interim information presented is not necessarily indicative of
the results of operations or the financial position that would have resulted
had the KGSB Merger been consummated at the beginning of the periods
indicated, nor is it necessarily indicative of the results of operations in
future periods or the future financial position of the combined entities.
b) It is assumed that the KGSB Merger will be accounted for on a pooling of
interests accounting basis and, accordingly, the related pro forma
adjustments have been calculated using the exchange ratio, whereby Union
will issue 5.5 share of Union Common Stock for each share of KGSB Common
Stock.
As a result, information was appropriately adjusted for the KGSB Merger by
the (I) addition of 275,000 shares of Union Common Stock amounting to
$1,100,000; (ii) elimination of 50,000 shares of KGSB Common Stock amounting
to $300,000; and (iii) recordation of the remaining amount of $800,000 as a
decrease in capital surplus ($300,000) and retained earnings ($500,000) at
June 30, 1996.
c) Per share data has been computed based on the combined historical net income
applicable to common shareholders of Union and KGSB using the historical
weighted average shares outstanding of Union Common Stock and the weighted
average shares, adjusted to equivalent shares of Union Common Stock, of
KGSB, as of the earliest period presented.
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