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 28, 1995
SIGNET BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-6505 54-6037910
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or organization)
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 1995, Signet Banking Corporation ("Signet")
distributed all of the Capital One Financial Corporation ("Capital One")
common stock it held to Signet stockholders in a tax-free distribution.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(b) The following pro forma financial information is being
filed herewith:
(1) Pro Forma Unaudited Consolidated Condensed Statement of
Income for the year ended December 31, 1994.
(2) Pro Forma Unaudited Consolidated Condensed Balance Sheet as
of December 31, 1994.
(c) Exhibits.
1. News release dated February 28, 1995.
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 thereunto duly authorized.
SIGNET BANKING CORPORATION
(Registrant)
Date: February 28, 1995 /s/ W. H. Catlett, Jr.
W. H. Catlett, Jr.
Executive Vice President and
Controller
(Chief Accounting Officer)
<PAGE>
Item 7.(b). Pro Forma Financial Information (in thousands)
The following tables present (i) the historical consolidated
condensed statement of income for the year ended December 31, 1994, and
the historical consolidated condensed balance sheet as of December 31,
1994, for Signet and (ii) the unaudited pro forma consolidated condensed
statement of income for the year ended December 31, 1994 and the
unaudited pro forma consolidated condensed balance sheet as of December
31, 1994 for Signet giving effect to the Pro Forma Adjustments described
below. The pro forma consolidated condensed statement of income was
prepared assuming that the Pro Forma Adjustments had occurred January 1,
1994. The Pro Forma Adjustments for the pro forma consolidated
condensed balance sheet represent the December 31, 1994 Capital One
balance sheet, an adjustment for minority-interest and assumes that
these Pro Forma Adjustments had occurred December 31, 1994.
The pro forma consolidated condensed financial statements
presented below do not purport to represent what the results of
operations or financial position would actually have been if the Pro
Forma Adjustments had occurred on the dates referred to above or to be
indicative of the future results of operations or financial position of
Signet. The Pro Forma Adjustments are based upon available information
and certain assumptions that Signet believes are reasonable.
<PAGE>
Item 7.(b).1.
Signet Banking Corporation and Subsidiaries
Pro Forma Unaudited Consolidated Condensed Statement of Income
Year Ended December 31, 1994
(in thousands - except per share)
Signet Signet
Banking Banking
Corporation Pro Forma Corporation
Historical Adjustments Pro Forma
Interest income:
Loans, including fees $ 582,761 $(214,100)(1) $368,661
Securities available 72,696 (583)(1) 72,113
for sale
Other 151,556 (43,191)(1) 108,365
Total interest income 807,013 (257,874) 549,139
Interest expense:
Interest on deposits 187,130 (2,410)(1) 184,720
Short-term borrowings 93,187 (90,487)(1) 2,700
Long-term borrowings 16,685 16,685
Total interest 297,002 (92,897) 204,105
expense
Net interest income 510,011 (164,977) 345,034
Provision for loan 14,498 (30,727)(1) (16,229)
losses
Net interest income
after provision for loan 495,513 (134,250) 361,263
losses
Non-interest income 568,083 (396,902)(1)
27,483(3) 198,664
Non-interest expense 846,423 (385,597)(1)(2)
27,483(3) 488,309
Income before income 217,173 (145,555) 71,618
taxes
Applicable income taxes 67,339 (51,564)(4) 15,775
Net income $ 149,834 $ (93,991) $ 55,843
Earnings per share $2.59 $0.97
Cash dividends declared
per share 1.00 1.00
Average shares 57,863 57,863
outstanding
<PAGE>
Item 7.(b).1.
Signet Banking Corporation and Subsidiaries
Pro Forma Unaudited Consolidated Condensed Statement of Income
Pro Forma Adjustments
(in thousands)
(1) The pro forma consolidated condensed statement of income reflects
the reduction of income and expenses related to Capital One had the
distribution of all of the common stock in Capital One occurred
January 1, 1994. Certain funding (interest expense) and overhead
allocations for the period prior to November 22, 1994, when Capital
One operated as a division of Signet Bank/Virginia, are included in
the Capital One amounts.
(2) The pro forma consolidated condensed statement of income includes
$1,272 (net of income taxes) of minority interest in Capital One.
(3) This adjustment represents predominantly fixed overhead expenses, a
significant portion of which will remain with Signet. These
expenses were added to non-interest income to reflect the service
level agreements between Signet and Capital One.
(4) The pro forma consolidated condensed statement of income reflects
the net effects of the Pro Forma Adjustments at the federal
statutory rate of 35% for 1994.
<PAGE>
Item 7.(b).2.
Signet Banking Corporation and Subsidiaries
Pro Forma Unaudited Consolidated Condensed Balance Sheet
December 31, 1994
(in thousands)
<TABLE>
Signet Banking Signet Banking
Corporation Pro Forma Corporation
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Assets
Cash and due from banks $ 531,747 $ (93,880)(1) $ 437,867
Interest bearing deposits with other 355,795 (13,000)(1) 342,795
banks
Federal funds sold and securities
purchased under resale agreements 1,135,821 (300,000)(1) 835,821
Securities available for sale 1,241,696 (99,070)(1) 1,142,626
Loans held for sale 69,506 69,506
Trading account securities 353,040 353,040
Investment securities 398,783 (13,500)(1) 385,283
Gross loans 8,012,900 (2,228,455)(1) 5,784,445
Less: Unearned income (88,723) (88,723)
Allowance for loan losses (220,519) 68,516 (1)
(152,003)
Net loans 7,703,658 (2,159,939)(1) 5,543,719
Premises and equipment (net) 258,715 (99,684)(1) 159,031
Interest receivable 98,557 (14,615)(1) 83,942
Other assets 783,911 (278,858)(1) 505,053
Total assets $ 12,931,229 $ (3,072,546) $ 9,858,683
Liabilities
Deposits $ 7,821,513 $ (478,848)(1) $ 7,342,665
Short-term borrowings 3,312,770 (2,040,688)(1) 1,272,082
Long-term borrowings 253,641 253,641
Interest payable 31,078 (9,264)(1) 21,814
Other liabilities 400,748 (176,089)(1) 224,659
Total liabilities 11,819,750 (2,704,889) 9,114,861
Stockholders' equity 1,111,479 (367,657)(2) 743,822
Total liabilities and $ 12,931,229 $ (3,072,546) $ 9,858,683
stockholders' equity
</TABLE>
<PAGE>
Item 7.(b).2.
Signet Banking Corporation and Subsidiaries
Pro Forma Unaudited Consolidated Condensed Balance Sheet
Pro Forma Adjustments
(in thousands)
(1) The Pro Forma Adjustments reflect the assets and liabilities of
Capital One at December 31, 1994.
(2) The Pro Forma Adjustment reflects the reduction of stockholders'
equity for the amount of Signet's investment in Capital One as of
the balance sheet date. This amount equals Capital One's
stockholders' equity ($474,557) less the minority interest
($106,900) in Capital One.
<PAGE>
February 28, 1995 Teri A. Temples
4:00 p.m. Public Relations Director
(804) 771-7210
SIGNET BANKING CORPORATION COMPLETES
SPIN-OFF OF CAPITAL ONE FINANCIAL CORPORATION
RICHMOND, Va. (February 28, 1995) Today, Signet Banking Corporation
announced that it completed the spin-off of its credit card subsidiary,
Capital One Financial Corporation. Signet transferred its interest in
Capital One directly to Signet shareholders through a tax-free distribution
of common stock. Signet shareholders of record on February 10, 1995 received
one Capital One share for each Signet share they owned.
Signet Banking Corporation serves commercial and individual customers
through 250 regional offices located throughout Virginia, Maryland and the
District of Columbia and a 24-hour full-service Telephone Banking Center.
