SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
April 4, 2003
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United Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
West Virginia No. 0-13322 55-0641179
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
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(Address of Principal Executive Offices)
(304) 424-8800
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or address, if changed since last report)
Item 5. Other Events
After the close of business on April 4, 2003, United Bankshares, Inc.
("United"), a West Virginia corporation, and Sequoia Bancshares, Inc.
("Sequoia"), a Delaware corporation headquartered in Bethesda, Maryland, entered
into an Agreement and Plan of Reorganization (the "Agreement") which sets forth
the terms and conditions under which Sequoia would merge with and into United
(the "Merger") in a transaction intended to be accounted for under the purchase
method of accounting.
The Agreement provides that upon consummation of the Merger, each
outstanding share of common stock of Sequoia, par value $0.01 per share, (other
than any shares held by United other than in a fiduciary capacity or in
satisfaction of a debt previously contracted) shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into the
right to receive 1.05 shares of United common stock, par value $2.50 per share
and cash of $10.00, or a combination thereof, subject to elections and
allocation procedures and the right to receive cash in lieu of any fractional
share without interest.
In connection with the execution of the Agreement, United Bank ("UB"),
a wholly-owned subsidiary of United, and Sequoia Bank, a wholly-owned subsidiary
of Sequoia, will enter into an Agreement and Plan of Merger (the "Bank
Agreement"). The Bank Agreement will set forth the terms and conditions,
including the Merger, pursuant to which UB would merge with Sequoia Bank (the
"Bank Merger").
Consummation of the Merger is subject to approval of the shareholders
of Sequoia and the receipt of all required regulatory approvals, as well as
other customary conditions.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated April 7, 2003, issued by United
Bankshares, Inc.
99.2 Selected Unaudited Supplemental Financial and Nonfinancial
Information
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED BANKSHARES, INC.
Date: April 7, 2003 By: /s/ Steven E. Wilson
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Steven E. Wilson, Executive Vice
President, Treasurer, Secretary and
Chief Financial Officer