SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
January 26, 2000 (January 21, 2000)
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UNION NATIONAL BANCORP, INC.
(Exact name of Registrant as specified in Charter)
Maryland 000-22523 52-1862338
(State or Other Jurisdiction
of Incorporation) (Commission File Number) (IRS Employer
Identification No.
117 East Main Street, Westminster, Maryland 21157
(Address of Principal Executive Offices/Zip Code)
Registrant's telephone number, including area code: (410) 848-7200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Union National Bancorp, Inc. (Nasdaq: UNNL), announces that is has entered
into a definitive agreement to be merged with and into Mercantile Bankshares
Corporation (Nasdaq: MRBK), in a tax-free exchange of 1.15 shares of Mercantile
Bankshares Corporation common stock for each share of common stock of Union
National Bancorp, Inc. The Agreement provides for the merger of The Union
National Bank of Westminster, a wholly owned subsidiary of Union National
Bancorp, Inc., and Westminster Bank and Trust Company, a wholly owned subsidiary
of Mercantile Bankshares Corporation located in Carroll County, Maryland. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99.1 Press Release
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 NATIONAL BANCORP, INC.
Date: January 26, 2000 By:/s/ Steven L. Wantz
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Steven L. Wantz
COR0151-F600-01.doc
<PAGE>
Exhibit
Number Description of Exhibit
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99.1 Press Release
Exhibit 99.1
UNION NATIONAL BANCORP, INC.
FOR IMMEDIATE RELEASE
Union National Bancorp Announces Plan of Affiliation
With Mercantile Bancshares Corporation
January 21, 2000 Westminster, Maryland
K. Wayne Lockard and Virginia W. Smith, Chairman of the Board and
President, respectively, of Union National Bancorp and its wholly-owned
subsidiary, Union National Bank, together with H. Furlong Baldwin, Chairman,
Chief Executive Officer and President of Mercantile Bankshares Corporation,
announced that the Boards of Directors of their companies have approved a
definitive agreement for the merger of Union National Bank and Westminster Bank
and Trust Company, a Mercantile affiliate having ten offices in Carroll County,
Maryland.
The agreement provides for a tax-free exchange of 1.15 shares of
Mercantile common stock for each share of common stock of Union National
Bancorp, which currently has 1,965,349 shares outstanding plus options for
60,936 shares which may be exercised prior to the closing. Mercantile stock is
quoted on the Nasdaq National Market. The transaction is subject to the approval
of regulatory authorities and the stockholders of Union National Bancorp and to
customary closing conditions.
Union National Bank was founded in Westminster, Maryland in 1816. With
assets at September 30, 1999 of $309 million, it operates nine banking offices
in Carroll County.
Mr. Lockard said "we are pleased to join Westminster Bank with the
support of Mercantile's strong organization. Mercantile has a long history of
permitting its affiliates to operate in the best interests of their communities,
while offering to these communities the advantages derived from a much larger
organization. Mercantile understands community banking and is sensitive to the
needs of local customers." Five directors of Union National Bancorp will join
the Westminster Bank board of directors. It is contemplated that the combined
bank will have a new name familiar to its constituency, reflecting the historic
strength of the two organizations. Mercantile affiliates exercise considerable
autonomy, with the ability to make lending and pricing decisions locally.
Mr. Baldwin and Ferdinand A. Ruppel, Jr., Chief Executive Officer of
Westminster Bank, said Mercantile was pleased to affiliate with a sound
respected bank with a strong franchise and good people. Mr. Ruppel added that
"this new banking institution will capitalize on the respective strengths of the
merging banks. We will be better positioned to serve existing customers and the
community at large."
Mercantile, with assets of $7.9 billion, is a multi-bank holding
company headquartered in Baltimore, Maryland. It has 17 banking affiliates with
offices in Maryland, the largest of which is Mercantile-Safe Deposit and Trust
Company, one banking affiliate in Delaware and three banking affiliates in
Virginia.
Denise L. Baker
Vice President
Investor Relations
410-751-2182
