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ONE VALLEY BANCORP AND MOUNTAINEER BANKSHARES ANNOUNCE MERGER

 CHARLESTON, W.Va., Aug. 5 /PRNewswire/ -- One Valley Bancorp of West Virginia, Inc. (NASDAQ: OVWV) and Mountaineer Bankshares of W.Va., Inc. (NASDAQ: MTNR) jointly announced today that they have entered into a definitive agreement providing for Mountaineer, a multi-bank holding company headquartered in Martinsburg, W.Va., to merge into One Valley.
 The joint announcement was made by J. Holmes Morrison, president and chief executive officer of One Valley, and Lacy I. Rice Jr., chairman and chief executive officer of Mountaineer.
 Under terms of the agreement, One Valley will exchange 1.5 shares of One Valley's common stock for each share of Mountaineer's common stock outstanding in a tax-free exchange. The merger, which is based on a fixed exchange ratio, will be accounted for as a pooling-of-interests. The transaction is valued at approximately $130 million based on the current market price of $29.75 per share for One Valley common stock. In addition, Mountaineer has granted One Valley an option, exercisable under certain conditions, to purchase up to 19.9 percent of Mountaineer's currently outstanding common shares.
 Morrison will remain as president and chief executive officer of One Valley with Rice to be named vice chairman of One Valley Bancorp. Brent D. Robinson, chief operating officer and chief financial officer of Mountaineer, will assume the title of executive vice president of One Valley Bancorp with direct responsibilities for achieving timely and effective integration of the merger.
 The transaction, which is subject to, among other things, approval by regulatory authorities and stockholders of both companies, is expected to be completed during the first quarter of 1994. Merrill Lynch & Co. represented One Valley and McDonald & Co. represented Mountaineer in this transaction.
 At June 30, 1993, Mountaineer had consolidated total assets of $738 million, deposits of $604 million and loans of $323 million. The company operates 23 full service banking offices in 8 counties in northern West Virginia and in the Panhandle Regions of the state. Its principal subsidiaries include Old National Bank of Martinsburg, The Empire National Bank of Clarksburg, City National Bank of Fairmont, Mercantile Banking & Trust Company of Moundsville, The Bank of Wadestown in Fairview, The Bank of Cameron and The Sunshine Bank of Wheeling. For the six months ended June 30, 1993, Mountaineer earned $4.5 million. This represents an annualized return on average assets of 1.22 percent and a return on average equity of 14.50 percent.
 Morrison said of the merger, "We are pleased that such a fine company as Mountaineer has chosen to join with One Valley in serving the banking needs of West Virginia. This transaction will create a network of banking locations second to none in West Virginia. It retains each company's focus on and commitment to its traditional West Virginia banking markets while broadening each company's franchise and services available to its customers. In addition, our mission to provide quality products and services that consistently meet or exceed the expectations of our customers will continue to be a positive force in the management style of the bank." Upon completion of the merger, One Valley will have total assets of approximately $3.5 billion, which will make it the largest bank holding company in the state. The combination will give One Valley a number one ranking in deposit market share in the state and a top three ranking in deposit market share in 16 of the 22 West Virginia counties where the combined company will operate.
 According to Rice: "The board of directors strongly believes that this transaction is in the best interest of Mountaineer's shareholders. The opportunity to join a strong, well-capitalized institution like One Valley will enhance our ability to compete in our marketplace. We know that One Valley is committed to West Virginia and we firmly believe that this combination will increase the opportunities for both companies' customers, communities and employees."
 The agreement will have no effect on the ability of Mountaineer's customers to conduct their banking business in the same manner as before. It will be business as usual. Customers should ultimately realize additional benefits because of the enhanced consumer, commercial banking and trust services that will become available to them through
One Valley. One Valley will continue its policy of offering full- service banking at all locations, including a full line of trust, commercial,
executive and personal banking services as well as the 24- hour MAC ATM network.
 One Valley recently announced record quarterly earnings for the second quarter and first six months of 1993. One Valley Bancorp earned $8,419,000 during the second quarter, a 12.2 percent increase over the $7,501,000 reported during the second quarter of last year. On a per share basis, $0.65 was earned during the three months ended June 30, 1993, a 12.1 percent increase over the $0.58 earned during the same period last year.
 Year to date earnings also increased by 12.1 percent to $16,037,000 for the first six months of 1993, up from $14,307,000 during the same period last year. On a per share basis, earnings for the first six months of 1993 totaled $1.25 compared to $1.11 for the first six months of 1992. One Valley's return on average assets also improved to 1.19 percent for the year-to-date period, compared to 1.07 percent during 1992.
 One Valley is a $2.7 billion bank holding company headquartered in Charleston. It currently has eight affiliate banks with 57 banking offices in 37 towns and cities in 18 counties in West Virginia. When this transaction is completed, One Valley will have 80 offices in 49 towns in 22 counties with a combined population of 1.3 million or more than 67 percent of West Virginia's total population.
 -0- 8/5/93
 /CONTACT: Lloyd P. Calvert of One Valley Bancorp, 304-348-7207/
 (OVWV MTNR)


CO: One Valley Bancorp of West Virginia, Inc.; Mountaineer Bankshares
 of W.Va., Inc. ST: West Virginia IN: FIN SU: TNM


CD -- PG004 -- 9692 08/05/93 08:34 EDT
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Date:Aug 5, 1993
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