UNION BANKSHARES LTD
8-K, 1998-12-21
STATE COMMERCIAL BANKS
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                       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): December 18, 1998


                             UNION BANKSHARES, LTD.
             (Exact name of registrant as specified in its charter)



          DELAWARE                  0-21078                   84-0986148
(State or other jurisdiction      (Commission                (IRS Employee
      of incorporation)          File Number)             Identification No.)


            1825 Lawrence Street
                  Suite 444
              DENVER, COLORADO                                80202
  (Address of principal executive offices)                 (Zip Code)



       Registrant's telephone number, including area code: (303) 298-5352


<PAGE>

ITEM 5.  OTHER EVENTS.

         On December 18, 1998, Union Bankshares, Ltd. announced that its wholly-
owned subsidiary, Union Bank & Trust, had consummated its acquisition of
Lakewood State Bank in an $8.35 million cash merger transaction and that it had
consummated a public offering of $10.3 million of 9% Cumulative Trust Preferred
Securities issued by Union Bankshares Capital Trust I.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

         99.1     Press release dated December 18, 1998


                                       -2-

<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.


                                  UNION BANKSHARES, LTD.
                                  (Registrant)


Date:  December 21, 1998          By:  /s/ Bruce E. Hall
                                     -------------------------------------------
                                  Name:  Bruce E. Hall
                                  Title: Vice President, Secretary and Treasurer


                                       -3-
<PAGE>

                                  EXHIBIT INDEX

Exhibit
   No.            Description
- -------           -----------

    99.1          Press release dated December 18, 1998


                                       -4-


                                                                    EXHIBIT 99.1

From:       Ned High Public Relations, Inc.
            1430 Larimer Street, Suite 320
            Denver, Colorado  80202
            (303) 573-5464
            Contact:  Ned W. High

For the Company:    Charles R. Harrison   303-298-5352
                    Bruce E. Hall         303-298-5352
                    Herman J. Zueck       303-744-3221

December 18, 1998       FOR IMMEDIATE RELEASE


                         UNION BANKSHARES, LTD. ACQUIRES
                  LAKEWOOD STATE BANK AND CONSUMMATES OFFERING

           Denver, CO - Union Bankshares, Ltd. (NASDAQ: UBSC), today announced
that its wholly-owned subsidiary, Union Bank & Trust, consummated its previously
announced acquisition of Lakewood State Bank in an $8.35 million cash merger
transaction.
           The purchase was financed through available working capital and from
a portion of the proceeds of a public offering of $10.3 million of 9% Trust
Preferred Securities issued by Union Bankshares Capital Trust I, a newly-formed
Delaware business trust, and guaranteed on a subordinated basis by Union
Bankshares, Ltd.
           The offering of Union Bankshares Capital Trust I 9% Trust Preferred
Securities is made only by means of the prospectus. A copy of the prospectus
relating to these securities is available from Bigelow & Company,
1401 Seventeenth Street, Suite 1300, Denver, CO 80202.
           Union Bankshares, Ltd. is a bank holding company whose principal
asset is all of the common stock of Union Bank & Trust, a state chartered


<PAGE>

Union Bankshares, LTD. - 2


commercial bank located in Denver with six branches in the Denver
Metropolitan area.
           Taking into account the merger with Lakewood State Bank, which
contributed approximately $40 million in assets, Union Bank & Trust has total
assets of approximately $300 million and emphasizes relationship banking for
small- to medium-size business customers.


"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. Statements which are not historical facts contained in this document are
forward looking statements that involve risks and uncertainties that could cause
actual results to differ from projected results. Factors that could cause
results to differ materially include, among others: management's ability to
integrate the operations of Lakewood State Bank and Union Bank & Trust, general
economic conditions, economic conditions in the Denver metropolitan area, the
monetary policy of the Federal Reserve Board, changes in interest rates,
inflation, competition in the banking business, changes in the state and federal
regulatory regime applicable to the Company's and the Bank's operations, the
results of financing efforts and other risk factors detailed in the Company's
Forms 10-KSB, 10-QSB and 8-K filed with the Securities and Exchange Commission.
                                       ###



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