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):
January 26, 2007
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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| West Virginia
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No. 0-13322
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55-0641179 |
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| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)
(304) 424-8800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
After the close of business on January 26, 2007, United Bankshares, Inc. (“United”), entered
into an Agreement and Plan of Reorganization (the “Agreement”) with Premier Community Bankshares,
Inc. (“Premier”), a Virginia corporation headquartered in Winchester, Virginia.
The Agreement provides that upon consummation of the Merger, each outstanding share of common
stock of Premier will be converted into the right to receive either (i) 0.93 shares (“Exchange
Ratio”) of United common stock, par value $2.50 per share (the “Stock Consideration”) or (ii) cash
of $34.00 without interest or a combination thereof, subject to elections and allocation procedures
set forth in the Agreement.
Pursuant to the Agreement, at the effective time of the Merger, each outstanding option to
purchase shares of Premier Common Stock under any and all plans of Premier shall vest pursuant to
the terms thereof and shall be converted into an option to acquire, the number of shares of United
Common Stock equal to (a) the number of shares of Premier Common Stock subject to the Premier Stock
Option, multiplied by (b) the Exchange Ratio.
At the effective time of the Merger, The Marathon Bank, Rockingham Heritage Bank and Premier
Bank, wholly-owned subsidiaries of Premier, will merge with and into United Bank, a wholly-owned
subsidiary of United (the “Bank Merger”). United will survive the Bank Merger and continue to exist
as a Virginia banking corporation.
Consummation of the Merger is subject to approval of the shareholders of Premier and the
receipt of all required regulatory approvals, as well as other customary conditions. The Merger
Agreement is attached hereto as Exhibit 2.1, which is incorporated herein by reference.
Item 8.01 Other Events
On January 29, 2007, United issued a press release announcing the acquisition of Premier. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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2.1 |
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Agreement and Plan of Merger, dated as of January 26, 2007,
by and between United Bankshares, Inc. and Premier Community Bankshares, Inc. |
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99.1 |
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Press Release, dated January 29, 2007, issued by United
Bankshares, Inc. |