UWHARRIE CAPITAL CORP
8-K, 1999-02-18
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 31, 1998


                              UWHARRIE CAPITAL CORP
  ------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)




       NORTH CAROLINA               33-58882             56-1814206
  ------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File No.)(IRS Employer Identification 
 of  incorporation)                                 number)



             134 NORTH FIRST STREET, ALBEMARLE, NORTH CAROLINA 28001
- ------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code (704) 982-4415


                                 NOT APPLICABLE
- ------------------------------------------------------------------------------
                 (Former address of principal executive offices)

<PAGE>

ITEM _5  OTHER EVENTS.

As reported in a Form 8-K dated September 21, 1998, the Registrant, since
September 21, 1998, has conducted an offering of a minimum of 300,000 and a
maximum of 850,000 shares of its common stock at a purchase price of $5.50 per
share pursuant to its Prospectus dated September 21, 1998 (the "Offering"). The
Offering expires at the earlier of (i) subscriptions accepted for all of the
shares offered, or (ii) 5:00 p.m. Eastern Time on December 31, 1998, unless
extended by resolution of the Board of Directors, which in such event, would
last no later than 5:00 p.m. Eastern Time on March 31, 1999. Effective December
31, 1998, the Board of Directors extended the Offering until subscriptions have
been accepted for all shares offered, or 5:00 p.m. Eastern Time on March 31,
1999, whichever is earlier. As of December 31, 1998, the Registrant had received
subscriptions for 427,205 shares, more than the minimum 300,000 shares offered,
leaving 422,795 shares to be sold in the extension of the Offering. Also, on
December 31, 1998, the Registrant obtained proceeds from subscriptions received
as of that date of $2,349,627.50. Net proceeds from the Offering will be used
for corporate purposes which include (a) improving banking equipment and
operating systems, providing new product lines, and implementing technological
advances at the Registrant and its subsidiaries; (b) providing funds for
internal growth and expansion through the hiring of new management personnel;
and (c) financing de novo expansion or acquisitions that complement existing
operations.



                                       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.


                              UWHARRIE CAPITAL CORP



                              By:  /s/ Roger L. Dick
                                 --------------------
                                 Roger L. Dick
                                 President and Chief Executive Officer



Dated: February 16, 1999



                                       3

<PAGE>



                                  EXHIBIT INDEX


   EXHIBIT NUMBER                                      DESCRIPTION OF EXHIBIT
- --------------------------------------------------------------------------------

      21(i)                               Letters to Current and Potential
                                          Subscribers from President and CEO,
                                          dated  January 1, 1999.

      21(ii)                              News Release dated February 15, 1999.



                              UWHARRIE CAPITAL CORP





                                 January 1, 1999



Dear Subscriber or Potential Subscriber:

      Thank you for your interest in Uwharrie Capital Corp. As you know, since
September 21, 1998, your Company commenced an offering of a minimum of 300,000
and maximum of 850,000 shares of its common stock at a purchase price of $5.50
per share pursuant to its Prospectus, dated September 21, 1998 (the "Offering").
I am pleased to announce that effective December 31, 1998, the Board of
Directors extended the Offering until subscriptions have been accepted for all
of the shares offered, or 5:00 p.m. Eastern Time on March 31, 1999, whichever is
earlier.

      As of January 1, 1999, your Company had received subscriptions for 518,114
shares leaving 331,886 shares to be sold in the extension of the Offering. On
that same date, the Company obtained the proceeds from those subscriptions,
$2,849,627, and are applying those proceeds for proper uses in the operations of
the Company.

      If you have any questions or would like additional copies of the
Prospectus to disperse among your friends and colleagues, please feel free to
contact the Company's Stock Information Center at (704) 982-4415. In addition, a
copy of the Company's Annual Report for 1998 on Form 10-K will be forwarded
without charge to any shareholder, subscriber, or potential subscriber, upon his
or her written request to the Company at Uwharrie Capital Corp, Post Office Box
338, Albemarle, North Carolina 28002-0338.

                                          Sincerely,

                                          UWHARRIE CAPITAL CORP

                                          /s/  ROGER L. DICK
                                          -------------------
                                          Roger L. Dick
                                          President/ Chief Executive Officer

<PAGE>

                              UWHARRIE CAPITAL CORP





                                 January 1, 1999



Dear Shareholder or Potential Subscriber:

      Thank you for your interest in Uwharrie Capital Corp. As you know, since
September 21, 1998, your Company commenced an offering of a minimum of 300,000
and maximum of 850,000 shares of its common stock at a purchase price of $5.50
per share pursuant to its Prospectus, dated September 21, 1998 (the "Offering").
I am pleased to announce that effective December 31, 1998, the Board of
Directors extended the Offering until subscriptions have been accepted for all
of the shares offered, or 5:00 p.m. Eastern Time on March 31, 1999, whichever is
earlier.

      As of January 1, 1999, your Company had received subscriptions for 518,114
shares leaving 331,886 shares to be sold in the extension of the Offering. On
that same date, the Company obtained the proceeds from those subscriptions,
$2,849,627, and are applying those proceeds for proper uses in the operations of
the Company.

      If you have any questions or would like additional copies of the
Prospectus to disperse among your friends and colleagues, please feel free to
contact the Company's Stock Information Center at (704) 982-4415. In addition, a
copy of the Company's Annual Report for 1998 on Form 10-K will be forwarded
without charge to any shareholder, subscriber, or potential subscriber, upon his
or her written request to the Company at Uwharrie Capital Corp, Post Office Box
338, Albemarle, North Carolina 28002-0338.

                                          Sincerely,

                                          UWHARRIE CAPITAL CORP
                                          
                                          /s/ ROGER L. DICK
                                          ------------------
                                          Roger L. Dick
                                          President/ Chief Executive Officer


                             UWHARRIE CAPITAL CORP
                                  NEWS RELEASE


FOR IMMEDIATE RELEASE

CONTACT:          TAMARA SINGLETARY
            UWHARRIE CAPITAL CORP (704) 982-4415

DATE:                   February 15, 1999
- --------------------------------------------------------------------------------

     Albemarle, NC -- Uwharrie Capital Corp, the bank holding company of Bank of
Stanly and The Strategic Alliance Corporation, is community oriented and
emphasizes the well-being of the people in its region above profit. As a result,
the Company attempts to attract investors from its region that share its view of
the Company as a corporate citizen seeking financial growth and stability for
its communities. At the same time, it seeks to maintain the atmosphere and
dignity that have made its communities ideal places to live and raise a family.

     Uwharrie Capital Corp has announced that it has received approval from the
Securities and Exchange Commission to offer up to 850,000 shares of its common
stock. The common stock was offered for the first thirty days of the offering
pursuant to nontransferable subscription rights to shareholders of the Company
as of August 28, 1998 and, thereafter, to existing customers as of August 28,
1998, of the Bank of 
<PAGE>
NEWS RELEASE
UWHARRIE CAPITAL CORP
PAGE 2

Stanly and its subsidiaries, The Strategic Alliance Corporation and BOS Agency,
Inc., and businesses in, residents of, or persons having property interests in
Anson, Cabarrus, Davidson, Randolph, Richmond, Rowan, or Union Counties, North
Carolina. The Company intends to use the net proceeds from the offering for such
corporate purposes as (a) improving equipment and operating systems, providing
new product lines, and implementing technological advances at the Company and
the Bank of Stanly and its subsidiaries; (b) providing funds for internal growth
and expansion at the Company and the Bank of Stanly and its subsidiaries through
the hiring of new management personnel; and (c) financing de novo expansion or
new acquisitions for the Bank of Stanly and its subsidiaries that complement
existing operations. The offering will be made only by means of a prospectus.

      On December 31, 1998, the Board of Directors extended the Offering, until
subscriptions have been accepted for all of the shares offered, or 5:00 p.m.
Eastern Time on March 31, 1999, whichever is earlier.
<PAGE>
NEWS RELEASE
UWHARRIE CAPITAL CORP
PAGE 3

     As of January 1, 1999, Uwharrie Capital Corp had received subscriptions for
518,114 shares leaving 331,886 shares to be sold in the extension of the
Offering. On that same date, the company obtained the proceeds from those
subscriptions, $2,849,627, and is applying those proceeds for proper uses in the
operations of the Company.

     For further information, contact the Stock Information Center at Uwharrie
Capital Corp, 134 North First Street, Albemarle, North Carolina 28001, telephone
number (704) 982-4415.

                               **END OF RELEASE**


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