United Bankshares, Inc. (NASDAQ:UBSI) Files An 8-K Material Modification to Rights of Security Holders
Item3.03
|
Material Modification to Rights of Security Holders |
On April7, 2017, United Bankshares, Inc. (United or the Company)
filed an amendment to its Articles of Incorporation to increase
the number of authorized shares of Uniteds common stock from
100,000,000 shares to 200,000,000 shares. As disclosed in
Item5.07 of this Current Report on Form 8-K, the amendment to
Uniteds Articles of Incorporation was approved by Uniteds
shareholders at a special meeting on April7, 2017.
The foregoing description of the amendment to Uniteds Articles of
Incorporation is not complete and is subject to and qualified in
its entirety by reference to the Articles of Amendment of
Articles of Incorporation of United as filed with the Secretary
of State of West Virginia on April7, 2017, which were effective
immediately upon filing, attached hereto as Exhibit 3.1 and
incorporated herein by reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
(a) To the extent required by Item5.03 of Form 8-K, the
information contained in Item3.03 of this Current Report on Form
8-K is incorporated by reference herein.
| Item5.07. |
Submission of Matters to a Vote of Security Holders |
On April7, 2017, United held a special meeting of shareholders in
Parkersburg, West Virginia to consider and vote upon the
following matters: (1)a proposal to approve the Agreement and
Plan of Reorganization, dated as of August17, 2016, by and among
United, its subsidiary UBV Holding Company, LLC (UBV) and
Cardinal Financial Corporation (Cardinal), and related plan of
merger, as each may be amended from time to time, (the Merger
Agreement); (2)a proposal to approve an amendment to the Articles
of Incorporation, as amended, of United, (the United Articles of
Incorporation), to increase the number of authorized shares of
United common stock from 100,000,000 to 200,000,000 shares of
common stock with the par value of Two Dollars and Fifty Cents
($2.50) per share; (3)a proposal to approve the issuance of the
shares of United common stock to Cardinal shareholders to the
Merger Agreement; and (4)a proposal to approve the adjournment,
postponement or continuance of the special meeting on one or more
occasions, if necessary or appropriate, in order to further
solicit additional proxies, in the event that there are not
sufficient votes at the time of the special meeting to approve
the Merger Agreement, the amendment to the United Articles of
Incorporation and the issuance of shares of United common stock.
The proposals are described in detail in a proxy statement mailed
to shareholders on or about February16, 2017.
All four proposals were approved by the required vote of Uniteds
shareholders at the special meeting.
On the record date for the special meeting, United had 81,046,979
shares of common stock outstanding and entitled to vote at the
special meeting. The final voting results, as certified by the
inspector of election, on the proposals were as follows:
Proposal 1. Proposal to approve and adopt the Merger Agreement:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|||
| 56,824,827 | 251,049 | 526,753 | 15,002,561 |
Proposal 2. Proposal to amend Uniteds Articles of Incorporation
to increase the number of authorized shares of United common
stock from 100,000,000 to 200,000,000:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|||
| 70,464,102 | 1,412,559 | 728,529 |
Proposal 3. Proposal to approve the issuance of the shares of
United common stock to Cardinal shareholders to the Merger
Agreement:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|||
| 56,606,267 | 435,258 | 561,104 | 15,002,561 |
Proposal 4. Proposal to approve the adjournment, postponement or
continuance of the special meeting on one or more occasions, if
necessary or appropriate, in order to further solicit additional
proxies, in the event that there are not sufficient votes at the
time of the special meeting to approve the Merger Agreement, the
amendment to the United Articles of Incorporation and the
issuance of shares of United common stock:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|||
| 64,795,585 | 7,207,948 | 601,657 |
Cautionary Statements Regarding Forward-Looking
Information
This Current Report contains forward-looking statements within
the meaning of Section27A of the Securities Act of 1933 and
Section21E of the Securities Exchange Act of 1934.These
forward-looking statements are intended to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about (i)the benefits of the business combination of
Cardinal and United through the Merger, including future
financial and operating results, cost savings enhancements to
revenue and accretion to reported earnings that may be realized
from the Merger; (ii)Cardinals and Uniteds plans, objectives,
expectations and intentions and other statements contained in
this Current Report that are not historical facts; and (iii)other
statements identified by words such as expects, anticipates,
intends, plans, believes, seeks, estimates, targets, projects, or
words of similar meaning generally intended to identify
forward-looking statements.These forward-looking statements are
based upon the current beliefs and expectations of the respective
managements of Cardinal and United and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of Cardinal
and United. In addition, these forward-looking statements are
subject to assumptions with respect to future business strategies
and decisions that are subject to change. Actual results may
differ materially from the anticipated results discussed in these
forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1)the
businesses of Cardinal and United may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
(2)the expected growth opportunities or cost savings from the
Merger may not be fully realized or may take longer to realize
than expected; (3)deposit attrition, operating costs, customer
losses and business disruption following the Merger, including
adverse effects on relationships with employees, may be greater
than expected; (4)legislative or regulatory changes, including
changes in accounting standards, may adversely affect the
businesses in which Cardinal and United are engaged; (5)changes
in the interest rate environment may compress margins and
adversely affect net interest income; (6)results may be adversely
affected by continued diversification of assets and adverse
changes to credit quality; (7)competition from other financial
services companies in Cardinals and Uniteds markets could
adversely affect operations; and (8)an economic slowdown could
adversely affect credit quality and loan originations.Additional
factors that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed
in Cardinals and Uniteds reports (such as Annual Reports on
Form10-K, Quarterly Reports on Form10-Q and Current Reports on
Form8-K) filed with the SEC and available on the SECs Internet
site (http://www.sec.gov).
Cardinal and United caution that the foregoing list of factors is
not exclusive. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to Cardinal or United or any person acting on their
behalf are expressly qualified in their entirety by the
cautionary statements above. Cardinal and United do not undertake
any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Important Additional Information
For more information about the Merger, see Uniteds Current Report
on Form 8-K filed with the SEC on August18, 2016, Uniteds Annual
Report on Form 10-K filed with the SEC on March1, 2017, and the
registration statement filed by United with the SEC on Form S-4
on December9, 2016 (and all subsequent amendments thereof and
prospectus supplements thereunder).
Investors can obtain all documents filed with the SEC by United
free of charge at the SECs Internet site
(http://www.sec.gov). In addition, documents filed with
the SEC by United will be available free of charge from the
Corporate Secretary of United Bankshares, Inc., 514 Market
Street, Parkersburg, West Virginia 26101 telephone (304)424-8800.
These documents may also be obtained for free by accessing
Uniteds website at www.ubsi-inc.com under the tab Investor
Relations and then under the heading SEC Filings.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 3.1 |
Articles of Amendment to the Articles of Incorporation of United Bankshares, Inc. |
About United Bankshares, Inc. (NASDAQ:UBSI)
United Bankshares, Inc. (United) is a bank holding company. The Company has approximately two banking subsidiaries (the Banking Subsidiaries) doing business under the name of United Bank, one operating under the laws of West Virginia referred to as United Bank (WV) and the other operating under the laws of Virginia referred to as United Bank (VA). The Company operates through community banking segment. United also owns nonbank subsidiaries, which engage in other community banking services, such as asset management, real property title insurance, financial planning, and brokerage services. United, through its subsidiaries, engages in community banking and offers banking products and services permitted by law and regulation. Included among the banking services offered are the acceptance of deposits in checking, savings, time and money market accounts; the making and servicing of personal, commercial, floor plan and student loans, and the making of construction and real estate loans. United Bankshares, Inc. (NASDAQ:UBSI) Recent Trading Information
United Bankshares, Inc. (NASDAQ:UBSI) closed its last trading session up +0.15 at 40.65 with 14,134,580 shares trading hands.