AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
VIRGINIA 6711 54-1598552
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
------------------------
</TABLE>
212 NORTH MAIN STREET
P.O. BOX 446
BOWLING GREEN, VIRGINIA 22427
(804) 633-5031
(Address,including zip code, and telephone number,
including area code of registrant's
principal executive office)
------------------------
D. ANTHONY PEAY
Vice President and Chief Financial Officer
Union Bankshares Corporation
212 North Main Street
P.O. Box 446
Bowling Green, Virginia 22427
(804) 633-5031
(Name, address, including zip code, and telephone number,
including area code of agent for service)
------------------------
COPIES TO:
GEORGE P. WHITLEY, ESQ.
SCOTT H. RICHTER, ESQ.
LeClair Ryan, A Professional Corporation
707 East Main Street, 11th Floor
Richmond, Virginia 23219
------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestments plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION
TO BE REGISTERED REGISTERED (1) (1) FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $2.00 par value 61,490 $19.00 $1,168,310 $325
========================================= ================= ========================== =========================== =============
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low prices of the Common Stock on June 16,
1999, as reported by the Nasdaq Stock Market per Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
UNION BANKSHARES CORPORATION
61,490 SHARES
COMMON STOCK
This prospectus relates to the offering of up to 61,490 shares of
common stock of Union Bankshares Corporation which may be offered for the
account of selling stockholders. The shares of stock being offered were issued
to the selling stockholders in connection with our acquisition of CMK
Corporation. We will not receive any of the proceeds from the sale of shares of
stock being offered by the selling stockholders.
The shares of stock may be offered and sold by the selling stockholders
directly or through broker-dealers who may act solely as agents, or who may
acquire shares as principals. The distribution of the shares of stock may be
effected in one or more transactions that may take place through the Nasdaq
National Market.
The common stock is traded on the Nasdaq National Market under the
symbol "UBSH." On June , 1999, the closing price for the common stock was $ per
share.
See "Risk Factors" beginning on page 2 for a discussion of certain
factors that should be considered carefully by prospective investors in the
common stock offered.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is June , 1999
<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS
IN ADDITION TO THE OTHER INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS BEFORE MAKING AN INVESTMENT IN THE COMMON STOCK.
CHANGES IN INTEREST RATES COULD ADVERSELY EFFECT OUR EARNINGS
Like most financial services companies, Union Bankshares' earnings are
affected by changes in market interest rates and other economic factors beyond
its control. Our operations depend substantially on our net interest income,
which is the difference between the interest income earned on our
interest-earning assets, such as loans and investments, and the interest expense
paid on our interest-bearing liabilities, such as deposits and other borrowings.
The difference between the amount of interest-earning assets and
interest-bearing liabilities that mature within a given period of time, or the
interest rate sensitivity "gap," indicates the extent to which an institution's
interest rate spread may be affected by changes in interest rates. A gap is
considered positive when the amount of interest rate-sensitive assets exceeds
the amount of interest rate-sensitive liabilities and is considered negative
when the amount of interest rate-sensitive liabilities exceeds the amount of
interest rate-sensitive assets. In a rising interest rate environment, an
institution with a positive gap generally would be in a better position than an
institution with a negative gap to invest in higher yielding assets or have its
asset yields adjusted upward, which would result in the yield on its assets
increasing at a faster pace than the cost of its interest-bearing liabilities.
During a period of falling interest rates, however, an institution with a
positive gap would tend to have its assets maturing at a faster rate than one
with a negative gap, which would tend to reduce or restrain the growth of its
net interest income. If we are unsuccessful in managing interest rate
fluctuations, our business, financial condition, results of operations and cash
flows could be materially adversely affected.
NO ASSURANCE OF OUR CONTINUING TO PAY DIVIDENDS
Dividends are subject to determination and declaration by our board of
directors, which takes into account many factors. The declaration of dividends
by us on our common stock is subject to the discretion of our board and to
applicable federal regulatory limitations. We cannot guarantee that dividends
will not be reduced or eliminated in future periods. Our ability to pay
dividends on our common stock depends on our receipt of dividends from our five
wholly owned subsidiary banks, Union Bank & Trust Company, Northern Neck State
Bank, King George State Bank, Rappahannock National Bank and the Bank of
Williamsburg, and our two non-bank financial services affiliates, Union
Investment Services, Inc. and Mortgage Capital Investors, Inc.
WE DEPEND ON OUR KEY PERSONNEL
Our success depends upon the continued service of our senior management
team and upon our ability to attract and retain qualified financial services
personnel. Competition for qualified employees is intense. In our experience, it
can take a significant period of time to identify and hire personnel with the
combination of skills and attributes required in carrying out our strategy. If
we lose the services of our key personnel, or are unable to attract additional
qualified personnel, our business, financial condition, results of operations
and cash flows could be materially adversely affected.
2
<PAGE>
CHANGES TO FEDERAL POLICIES MAY ADVERSELY AFFECT OUR PROFITABILITY
Various aspects of the financial services industry and our operations
are affected by federal economic and monetary policies, which are outside our
control. Changes in federal economic and monetary policies may adversely affect
the ability of our subsidiaries to attract deposits, make loans and achieve
satisfactory interest spreads.
WE COULD BE ADVERSELY AFFECTED BY GOVERNMENT REGULATIONS
Union Bankshares is regulated by the Board of Governors of the Federal
Reserve System and the Virginia Bureau of Financial Institutions, as are four of
its subsidiary banks. Our national bank subsidiary, Rappahannock National Bank,
is regulated by the Office of the Comptroller of the Currency. In addition, the
subsidiary banks are regulated by Federal Deposit Insurance Commission. Any of
these agencies, or other governmental or regulatory authorities, could revise
existing regulations or adopt new regulations at any time. Certain revisions
could subject us and our subsidiaries to more demanding regulatory compliance
requirements which may adversely affect our ability to conduct, or our cost of
conducting, business. Legislation and regulatory initiatives containing
wide-ranging proposals for altering the structure, regulation and competitive
relationships of financial institutions are introduced regularly. We cannot
predict whether or what form of proposed statute or regulation will be adopted
or the extent to which such adoption may affect our business.
ANTI-TAKEOVER PROVISIONS COULD DISCOURAGE TAKEOVER ATTEMPTS
Certain provisions of our articles of incorporation and bylaws and
Virginia law could have the effect of discouraging takeover attempts which
certain stockholders might deem to be in their interest. These provisions may
also make it more difficult for our stockholders to remove members of our board
of directors and management. In addition, various federal laws and regulations
could affect the ability of another person to acquire us or shares of our common
stock.
UNION BANKSHARES CORPORATION
Union Bankshares Corporation is a multi-bank holding company which is
headquartered in Bowling Green, Virginia. We provide a wide array of financial
services through our wholly owned community banks, Union Bank & Trust Company,
Northern Neck State Bank, King George State Bank, Rappahannock National Bank,
and the Bank of Williamsburg, and our two non-bank financial services
affiliates, Union Investment Services, Inc., a full service discount brokerage
company, and Mortgage Capital Investors, Inc., a mortgage loan company providing
mortgage products to customers in five states in the Mid-Atlantic and
Southeastern regions of the United States. At March 31, 1999, Union Bankshares
had assets of approximately $779.9 million, deposits of approximately $618.6
million and stockholders' equity of approximately $74.7 million.
Union Bankshares was organized under Virginia law in connection with
the July 1993 merger of Northern Neck Bankshares Corporation into Union Bancorp,
Inc. In September 1996 and in July 1998, King George State Bank and Rappahannock
National Bank each became wholly owned subsidiaries of Union Bankshares. In
February 1999, Union Bankshares acquired CMK Corporation t/a "Mortgage Capital
Investors" and formed its mortgage banking subsidiary Mortgage Capital
Investors, Inc. Also in February 1999, the Bank of Williamsburg began business
as a newly organized bank focusing on the Williamsburg market.
3
<PAGE>
Union Bankshares' market area stretches from Rappahannock County to
Fredericksburg, south to Hanover County, east to Williamsburg and throughout the
Northern Neck area of Virginia. Through our five subsidiary banks, we operated
twenty-nine branches in its primary trade area at March 31, 1999. Each of the
subsidiary banks is a full service retail commercial bank offering a wide range
of banking and related financial services, including checking, savings,
certificates of deposit and other depository services, commercial, industrial,
residential mortgage and consumer loans. The subsidiary banks also issue credit
cards and can deliver automated teller machine services through the use of
reciprocally shared ATMs in the MOST, CIRRUS and PLUS networks.
Union Bankshares' current business strategy is to operate as a
profitable, diversified financial institution providing a full range of banking
services with an emphasis on commercial and residential mortgage lending and
commercial business loans to small and medium size businesses, as well as
consumer lending, funded primarily by customer deposits. As a complement to this
core business, we have expanded our business activities to include residential
mortgage brokerage, which provides a steady source of fee income. As a result of
increased acquisitions of small to medium-sized financial institutions by large
bank holding companies in Virginia, we believe that there is a significant
market opportunity for our subsidiaries to provide a full range of financial
services to small to middle-market commercial customers seeking personalized
service that is generally unavailable to such customers at larger regional and
national institutions.
The principal sources of funds for Union Bankshares' activities are
deposits, amortization and repayment of loans, cash flow from maturing
securities, proceeds from sales of assets classified as available for sale,
borrowings from correspondent banks and advances from the Federal Home Loan Bank
of Atlanta. Our principal sources of revenues are interest and other payments on
loans, including origination fees, interest on investments and mortgage-backed
securities, service charges on deposits, gains from mortgage banking activities
and from the sale of loans and mortgage-backed securities classified as
available for sale and other fee income. Our principal expenses are interest
paid on deposits, advances from the Federal Home Loan Bank and other borrowings,
provisions for possible loan losses and real estate owned, personnel, occupancy
and equipment, and other administrative expenses.
Union Bankshares, as a registered bank holding company, is subject to
examination and regulation by the Federal Reserve and by the Virginia Bureau of
Financial Institutions. We are also subject to various reporting and other
requirements of the Securities and Exchange Commission. With the exception of
Rappahannock National Bank, which is regulated by the Office of the Comptroller
of the Currency, our subsidiary banks are each Virginia chartered banks and are
subject to comprehensive regulation and examination by the Virginia Bureau of
Financial Institutions, their primary regulator, and by the Federal Reserve
Board. In addition, the banks are subject to regulation by the FDIC, which
administers the Bank Insurance Fund, which insures the banks' deposits to the
maximum extent permitted by law.
Union Bankshares' principal executive offices are located at 212 North
Main Street, Bowling Green, Virginia 22427, and our telephone number is (804)
633-5031.
For additional information about Union Bankshares' business, see "Where
You Can Find More Information" on page 7.
4
<PAGE>
USE OF PROCEEDS
Union Bankshares will not receive any of the proceeds from sales of
stock being offered. See "Selling Stockholders" for a list of those persons who
will receive the proceeds from such sales.
SELLING STOCKHOLDERS
This prospectus covers the offer and sale by the selling stockholders
of common stock issued to them in connection with our acquisition of CMK
Corporation on February 10, 1999. The selling stockholders received an aggregate
of 61,490 shares of common stock on that date. In connection with the
transaction, they also will receive additional common stock shares over the next
several years. On the first, second and third anniversary dates of the
acquisition, the selling stockholders may collectively receive the number of
common shares whose aggregate market value equals $425,000, $425,000 and
$650,000 based on the average closing price of Union Bankshares stock as
reported on the Nasdaq National Market for the twenty consecutive trading days
ending on the fifth trading day preceding each anniversary date. As part of the
transaction, Union Bankshares has agreed that it will cause to be registered
under the Securities Act the resale of all of the common stock received by the
selling stockholders.
The table below sets forth each selling stockholder's name, the maximum
number of shares of common stock offered by this prospectus by such selling
stockholder and the number of shares of common stock to be held by such selling
stockholder after the offering.
<TABLE>
<CAPTION>
Maximum Number of
Shares to be Sold Number of Shares Owned
Name in the Offering After the Offering
---- ----------------- ----------------------
<S> <C> <C>
Kevin and Rebecca Keegan 58,416 -0-
Catherine Keegan 1,537 -0-
Sean Keegan 1,537 -0-
</TABLE>
Because the selling stockholders may sell all, some or none of the
stock offered, there can be no assurance as to the number of shares of stock
which will be held by each selling stockholder upon completion of the offering.
Even if no shares of stock are sold, however, no selling stockholder would hold
one percent or more of the outstanding common stock upon completion of the
offering, based on the total number of shares of common stock held by the
selling stockholders as of the date of this prospectus.
PLAN OF DISTRIBUTION
Each of the selling stockholders may sell his, her or their shares of
stock offered directly or through broker-dealers who may act solely as agents,
or who may acquire shares as principals. The distribution of the shares of stock
may be effected in one or more transactions that may take place on the Nasdaq
National Market, including block trades or ordinary broker's transactions, or
through privately-negotiated transactions, or in accordance with Rule 144 under
the Securities Act (or any other applicable exemption from registration under
the Securities Act), through a combination of any such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
negotiated brokerage fees or commissions may be paid by the selling stockholders
in connection with such sales. Sales of the stock may be effected to cover
previous short sales of common stock.
5
<PAGE>
The selling stockholders may affect transactions by selling the stock
directly or through broker-dealers acting either as principal or as agent, and
such broker-dealers may receive compensation in the form of usual and customary
or negotiated discounts, concessions or commissions from the selling
stockholders.
The aggregate proceeds to the selling stockholders from the sale of the
stock will be the purchase price of the stock sold less the aggregate agents'
commissions, if any, and other expenses of issuance and distribution not borne
by Union Bankshares. The selling stockholders and any dealers or agents that
participate in the distribution of the stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of the
stock by them and any commissions received by any such dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Each selling stockholder and any other person participating in a
distribution of the stock will be subject to applicable provisions of the
Securities Exchange Act of 1934, including Regulation M and Rules 101 through
105 thereunder. Regulation M governs the activities of persons participating in
a distribution of securities and, consequently, may restrict certain activities
of, and limit the timing of purchases and sales of stock by, selling
stockholders and other persons participating in a distribution of the stock.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distribution, subject to exceptions or exemptions.
All of the foregoing may affect the marketability of the securities offered by
this prospectus.
EXPERTS
The consolidated financial statements of Union Bankshares Corporation
and subsidiaries as of December 31, 1998 and 1997, and for each of the years in
the three-year period ended December 31, 1998, have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the shares of Union Bankshares common stock offered
hereby is being passed upon for Union Bankshares by LeClair Ryan, A Professional
Corporation, Richmond, Virginia.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus, including information included or incorporated by
reference in the prospectus, contains forward-looking statements with respect to
the financial condition, results of operations, plans, objectives, future
performance and business of Union Bankshares that involve risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by the forward-looking statements include the following
possibilities:
o competitive pressure in the banking and financial services industry
increases significantly;
o changes in the interest rate environment reduce margins;
o general economic conditions, either nationally or regionally, are less
favorable than expected, resulting in, among other things, a
deterioration in credit quality;
6
<PAGE>
o changes occur in the regulatory environment;
o changes occur in business conditions and inflation; and
o changes occur in the securities markets.
WHERE YOU CAN FIND MORE INFORMATION
Union Bankshares files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, proxy statements or other information filed
by us at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available to the
public from document retrieval services and at the SEC's website at
"http://www.sec.gov."
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act. This prospectus is a part of the registration statement. As
permitted by the Securities Act, this prospectus does not contain all the
information you can find in the registration statement. The registration
statement is available for inspection and copying as set forth above.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained in later-filed documents
incorporated by reference in this prospectus. Union Bankshares incorporates by
reference the documents filed by it with the SEC listed below and any future
filings made by it with the SEC prior to the termination of the offering made by
this prospectus under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934.
<TABLE>
<CAPTION>
UNION BANKSHARES' SEC FILINGS (FILE NO. 0-20293) PERIOD
<S> <C>
Annual Report on Form 10-K .................... Year ended December 31, 1998
Quarterly Report on Form 10-Q ................. Quarter ended March 31, 1999
</TABLE>
You may request a copy of these filings, at no cost, by writing or by
telephoning us at the following address:
Union Bankshares Corporation
P. O. Box 446
212 N. Main Street
Bowling Green, Virginia 22427
Telephone: (804) 633-5031
Attention: Corporate Secretary/Chief Financial Officer
7
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY UNION BANKSHARES, A SELLING STOCKHOLDER OR ANY OTHER PERSON. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR
ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UNION BANKSHARES SINCE THE DATE
HEREOF.
TABLE OF CONTENTS
PAGE
Risk Factors.....................................
Union Bankshares Corporation.....................
Use of Proceeds..................................
Selling Stockholders.............................
Plan of Distribution.............................
Experts..........................................
Legal Matters....................................
Cautionary Statement Concerning
Forward-Looking Statements.....................
Where You Can Find More Information..............
================================================================================
61,490 SHARES
UNION BANKSHARES CORPORATION
COMMON STOCK
-------------------
PROSPECTUS
-------------------
JUNE ___, 1999
================================================================================
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee $ 269
Accounting Fees and Expenses 6,000
Legal Fees and Expenses 5,000
Miscellaneous Fees and Expenses 200
---------
TOTAL (ESTIMATED) $11,469
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The laws of the Commonwealth of Virginia pursuant to which the
Company is incorporated permit it to indemnify its officers and directors
against certain liabilities with the approval of its shareholders. The articles
of incorporation of the Company, which have been approved by its shareholders,
provide for the indemnification of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director or officer of any other legal entity and, in all such
cases, his or her heirs, executors and administrators) against liabilities
(including expenses) reasonably incurred by him or her in connection with any
actual or threatened action, suit or proceeding to which he or she may be made
party by reason of his or her being or having been a director or officer of the
Company, except in relation to any action, suit or proceeding in which he or she
has been adjudged liable because of willful misconduct or a knowing violation of
the criminal law.
The Company has purchased officers' and directors' liability
insurance policies. Within the limits of their coverage, the policies insure (1)
the directors and officers of the Company against certain losses resulting from
claims against them in their capacities as directors and officers to the extent
that such losses are not indemnified by the Company and (2) the Company to the
extent that it indemnifies such directors and officers for losses as permitted
under the laws of Virginia.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibit Index
Exhibit No. Description of Exhibit
5.0* Opinion of LeClair Ryan, A Professional Corporation,
regarding the legality of the securities being
registered and consent.
23.1* Consent of KPMG LLP, as accountants for Union
Bankshares Corporation.
<PAGE>
23.3* Consent of LeClair Ryan, A Professional Corporation,
(included as part of Exhibit 5).
24.0* Powers of Attorney (included in the signature page of
this Registration Statement).
-----------
* Filed herewith.
(b) No financial statement schedules are required to be filed
herewith pursuant to Item 21(b) of this Form.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bowling Green, Commonwealth of Virginia on June 16,
1999.
UNION BANKSHARES CORPORATION
By: /s/ G. William Beale
-----------------------------
G. William Beale, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints G.
William Beale and D. Anthony Peay, and each of them singly, as his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign and to file
with the Securities and Exchange Commission any and all amendments, including
post-effective amendments, to this Registration Statement on Form S-3, making
such changes in the Registration Statement as appropriate, and generally to do
all such things in their behalf in their capacities as director and/or officer
to enable Union Bankshares Corporation to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ G. William Beale President and Chief Executive
- --------------------- Officer and Director (Principal
G. William Beale Executive Officer) June 16, 1999
/s/ D. Anthony Peay Vice President and Chief Financial
- --------------------- Officer (Principal Financial
D. Anthony Peay Officer) June 16, 1999
/s/ E. Peyton Motley
- --------------------- Vice President and Chief Operating
E. Peyton Motley Officer and Director June 16, 1999
II-3
<PAGE>
/s/ Ronald L. Hicks Chairman of the Board of Directors June 16, 1999
- ---------------------
Ronald L. Hicks
/s/ Charles H. Ryland
- --------------------- Vice Chairman of the Board of
Charles H. Ryland Directors June 16, 1999
/s/ Walton Mahon Director June 16, 1999
- ----------------------
Walton Mahon
/s/ W. Tayloe Murphy, Jr. Director June 16, 1999
- -------------------------
W. Tayloe Murphy, Jr.
/s/ M. Raymond Piland, III
- -------------------------- Director June 16, 1999
M. Raymond Piland, III
/s/ A. D. Whittaker Director June 16, 1999
- ----------------------------------
A. D. Whittaker
</TABLE>
II-4
Exhibit 5.0
LECLAIR RYAN
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ELEVENTH FLOOR, 707 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
TELEPHONE: (804) 783-2003
June 21, 1999
Board of Directors
Union Bankshares Corporation
P. O. Box 446
212 N. Main Street
Bowling Green, Virginia 22427
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Union Bankshares Corporation, a
Virginia corporation (the "Company"), in connection with the preparation and
filing of the Company's registration statement on Form S-3 (the "Registration
Statement"), as filed with the Securities and Exchange Commission (the
"Commission") on June 21, 1999 pursuant to the Securities Act of 1933, as
amended (the "Act").
The Registration Statement registers 61,490 shares (the
"Shares") of the Company's common stock, $2.00 par value per share (the "Common
Stock"), for resale by certain shareholders of the Company who acquired the
Shares pursuant to an exemption from the registration requirements contained in
Section 5 of the Act.
In connection with this opinion, we have examined (a) the
Registration Statement and the prospectus contained therein, (b) the Company's
Articles of Incorporation and Bylaws, both as amended to date, and (c)
originals, or copies certified or otherwise identified to our satisfaction, of
such other records, documents, certificates, memoranda and instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below (collectively, the "Documents").
We are relying without any independent investigation thereof
upon the truth and accuracy of all statements, covenants, representations and
warranties set forth in the Documents.
On the basis of the foregoing, and in reliance thereon, we are
of the opinion that the Shares have been duly authorized, and are duly and
validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
We consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We further consent to the reference
to us under the caption "Legal Matters" in the prospectus constituting a part of
the Registration Statement. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Act or that we are "experts" within the meaning of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
LECLAIR RYAN,
A Professional Corporation
By: /s/ Alfred J. T. Byrne
----------------------
Alfred J. T. Byrne
Vice President
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Union Bankshares Corporation
We consent to the use of our report, dated February 9, 1999, except as to Note
14, which is as of February 11, 1999, incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
Richmond, Virginia
June 21, 1999
