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): February 22, 1994
SIGNET BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-6505 54-6037910
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7 North Eighth Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 804 747-2000
Not Applicable
Former name, former address and former fiscal year, if changed since last report
<PAGE>
ITEM 5. Other Events.
Signet Banking Corporation has announced an agreement to merge with
Pioneer Federal Savings Bank. The merger will be accounted for as a purchase.
The transaction will be non-dilutive. See Exhibit 1 for the News Release dated
February 17, 1994.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1. News release dated February 17, 1994.
SIGNATURE
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 there-unto duly authorized.
SIGNET BANKING CORPORATION
(Registrant)
Date: February 22, 1994 /s/ Wallace B. Millner, III
Wallace B. Millner, III
Senior Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
<PAGE>
Exhibit 1
Signet Banking Corp.
February 17, 1994
8:30 a.m. E.S.T.
Teri A. Temples
Public Relations Director
(804) 771-7210
Pioneer Financial and Signet To Merge
FOR IMMEDIATE RELEASE
RICHMOND, VA - (February 17, 1994) - Signet Banking Corporation and Pioneer
Financial Corporation today jointly announced an agreement to merge. Pioneer is
the parent company of Pioneer Federal Savings Bank, a $400 million financial
institution located in Chester, Va. The transaction is expected to close in the
fall of 1994.
In a statement jointly issued by the two Virginia companies, George R.
Whittemore, Pioneer president, said, "We are delighted to have our organization
join Signet in a transaction that will benefit our shareholders, customers and
employees. Signet has extensive knowledge of the businesses and markets we
serve, and will nurture the community relationships we have formed over the
years."
"This transaction will establish Signet in Hopewell and Chase City, and will
enhance our existing network in Chester, Colonial Heights, Petersburg and
Richmond," added Robert M. Freeman, Signet chairman and chief executive officer.
"We look forward to giving our new customers in these markets expanded products
with the same level of personalized, quality service Pioneer has always
delivered."
According to the terms of the agreement, the transaction will be a tax-free
exchange of stock. Pioneer's shareholders will receive .6232 shares of Signet
common stock for each Pioneer share held subject to adjustment under certain
circumstances. Based on Signet's closing stock price of $38 as of February 16,
1994, the transaction has an aggregate value of approximately $60 million, or
$23.68 per share.
Freeman noted that the transaction will be non-dilutive, adding that Signet
plans to repurchase an equivalent number of shares in conjunction with the
merger.
All offices and banking services of Pioneer will operate as usual until the
merger is consummated in the fall. At that time Pioneer will convert to Signet,
and customers will be able to bank at any Signet office. After conversion, 10 of
Pioneer's 11 branches will remain open. The branch at Parham and Woodman will be
consolidated into a Signet branch less than a block away. Signet expects to
retain most of Pioneer's employees.
"Our intention is to make the transition as least disruptive as possible for
Pioneer's employees and its customers," Freeman said. Pioneer's board of
directors will be asked to join a Signet advisory board.
Signet Banking Corporation, with $11.8 billion in assets, serves commercial and
individual customers through 239 regional offices in Virginia, Maryland and the
District of Columbia.
