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):
September 16, 2005
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
West Virginia
|
|
No. 0-13322
|
|
55-0641179 |
|
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)
(304) 424-8800
(Registrants 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:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.02. Termination of a Material Definitive Agreement
On
September 16, 2005, United Bankshares, Inc. (United) announced the retirement of J. Paul
McNamara from his position as Vice Chairman (of the Board) for United Bank (VA), a wholly-owned
subsidiary of United. The effective date of Mr. McNamaras retirement is October 31, 2005.
As
previously disclosed in Uniteds proxy statement for its 2004
annual meeting of shareholders. Mr. McNamara entered into a
three year Employment Agreement with United, effective
October 11, 2003 (Employment Agreement).
Under the terms of the Employment Agreement, Mr. McNamara served as Vice Chairman of United Bank (VA) and a
member of Uniteds Board of Directors. Mr. McNamara received an
annual base salary of $250,000 and participated in Uniteds incentive bonus, retirement, and
health and welfare benefit programs and received certain perquisites, including use of an automobile
and paid country club memberships. By mutual agreement, United and
Mr. McNamara will terminate the
Employment Agreement on October 31, 2005. Upon termination of the Employment Agreement, Mr.
McNamara will be fully vested in the normal retirement benefit provided for under the salary
continuation agreement assumed by United, and United will continue his participation in health and
welfare benefits, or provide similar coverage, for a period of 36 months.
Mr. McNamara
will also continue to serve as a member of the boards of directors for both United
and United Bank (VA). Attached as Exhibit 99.1 is a copy of the press release relating to the
announcement, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c)
Exhibits.
|
|
|
|
|
|
|
|
|
|
10.1 |
|
|
Employment Agreement, dated
April 4, 2003, between J. Paul McNamara and United.
(Incorporated by reference to Exhibit 10.3 of Part II of
Uniteds Form S-4 Registration Statement filed July 9, 2003
in connection with the merger of Sequoia Bancshares, Inc.) |
|
|
|
|
|
|
|
99.1 |
|
|
Press Release, dated September 16, 2005, issued by United
Bankshares, Inc. |