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 FALLS CHURCH, Va., Oct. 20 /PRNewswire/ -- The directors of FNB Financial Corporation have agreed to affiliate with First Virginia Banks, Inc. (NYSE: FVB), a $6.9 billion multi-bank holding company headquartered in Fairfax, Va., by means of a merger of FNB Financial with First Virginia. The announcement was made jointly today by John H. Schaad, chairman of the board, and Williams E. Arant, Jr., president and chief executive officer, of FNB Financial , and Robert H. Zalokar, chairman and chief executive officer of First Virginia. FNB Financial Corporation is the sole shareholder of First National Bank of Knoxville, which has assets of $95 million and operates three banking offices in the City of Knoxville.
 Shareholders of FNB Financial Corporation will receive .20 shares of First Virginia common stock for each share of FNB Financial Corporation stock or, at their option, cash equal to $7.50 per share provided that (1) the total amount of cash that would be available for an exchange would not exceed 40 percent of the total of FNB shares immediately prior to the effective date of the merger and, (2) a minimum of 10.1 percent of the outstanding FNB shares would be required to receive cash.
 Messrs. Arant and Zalokar stated that consummation of the transaction is subject to completion of a definitive agreement and to approval by FNB Financial Corporation shareholders and to approval of state and federal regulatory authorities. They expect the transaction will be completed during the first quarter of 1994. They also stated that First National Bank of Knoxville would continue to operate as a separate member bank within the First Virginia group under the name of First Knoxville Bank. Williams E. Arant, Jr., president and chief executive officer of the bank, will continue in that capacity with First Knoxville.
 Mr. Arant commented that the affiliation with the oldest major bank holding company in Virginia would enable First National Bank of Knoxville to take advantage of the greater resources of First Virginia in serving the needs of their customers in the Knoxville market. He further noted that First Virginia's return on assets and capital ratios have made it the most profitable and best capitalized major banking company in Virginia for the last decade.
 Mr. Zalokar stated that he was particularly pleased with the proposed affiliation. He noted that, "In the five years since it was organized, First Knoxville has become a significant factor in the greater Knoxville market, its management is highly regarded and its prospects for continued growth are excellent." He also stated that "acquisition of the bank will fit quite well with our other Tennessee banks, Tri-City Bank, headquartered in Blountville, the Bank of Madisonville in Monroe County and United Southern Bank in Hamblen County."
 First Virginia common stock is traded on the New York and Philadelphia Stock Exchanges and the current 21 member banks within the group, sixteen of which operate 267 offices in Virginia, two banks with 38 offices in the Maryland suburbs of Baltimore and Washington, and three banks with 20 offices in east Tennessee. First Virginia and its lead bank also have mortgage and insurance subsidiaries with offices in seven states from New Jersey to North Carolina.
 -0- 10/20/93
 /CONTACT: Paul H. Geithner, Jr. of First Virginia Banks, Inc., 703-241-3605 (Falls Church), or Williams E. Arant, Jr. of FNB Financial Corporation, 615-549-5104 (Knoxville)/

CO: First Virginia Banks, Inc.; FNB Financial Corporation ST: Virginia, Tennessee IN: FIN SU: TNM

TM -- NY107 -- 4831 10/20/93 17:53 EDT
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Publication:PR Newswire
Date:Oct 20, 1993

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