SECURITIES AND EXCHANGE COMMISSION
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):
June 9, 2004
United Bankshares, Inc.
| West Virginia | No. 0-13322 | 55-0641179 | ||
| (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
(304) 424-8800
Not Applicable
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 8.01. Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
Item 8.01. Other Events
As previously disclosed, on June 9, 2004, United Bankshares, Inc. (“United”) announced that it had entered into a definitive agreement to sell its wholly-owned mortgage banking subsidiary, George Mason Mortgage, LLC (“Mason Mortgage”) to Cardinal Financial Corporation (“Cardinal”) of McLean, Virginia.
On July 7, 2004, United consummated the sale of Mason Mortgage to Cardinal. In the transaction, United received an amount equivalent to Mason Mortgage’s net worth plus cash of $17 million in exchange for all of the outstanding membership interests in Mason Mortgage. United recognized a pre-tax gain of $17 million on the sale during the third quarter of 2004.
To reflect the sale of Mason Mortgage as discontinued operations, United is filing restated audited annual financial statements including supplemental data, Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and applicable industry guide information for the year ended December 31, 2003 which are attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| 99.1 Attached hereto is the following restated financial information related to the discontinued operations of Mason Mortgage for the year ended December 31, 2003: |
Basis of Presentation
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
Quantitative and Qualitative Disclosures about Market Risk
Audited Financial Statements and Supplementary Data
Consent of Independent Registered Public Accounting Firm
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. |
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| Date: January 27, 2005 | By: | /s/ Steven E. Wilson | ||
| Steven E. Wilson, Executive Vice | ||||
| President, Treasurer, Secretary and Chief Financial Officer |
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