UNITED STATES 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): July 31, 1998 Commission File No. 0-20293 UNION BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-1598552 (State of Incorporation) (I.R.S. Employer Identification No.) 211 North Main Street P.O. Box 446 Bowling Green, Virginia 22427 (Address of principal executive offices) (804) 633-5031 (Registrant's telephone number) ITEM 5. Other Events On July 1, 1998, Union Bankshares Corporation ("Union") completed its acquisition of Rappahannock Bankshares, Inc. ("RBI"), in a stock-for-stock exchange of shares accounted for as a pooling-of-interests. The Securities and Exchange Commission, in its Accounting Series Release No. 135, prohibits affiliates of all parties to a transaction accounted for as a pooling-of-interests from selling any shares received in the transaction until at least 30 days of post merger combined results have been published. Accordingly, attached hereto is the consolidated balance sheet for Union, including RBI as of July 31, 1998 and the related consolidated statements of income for the one and seven month periods then ended. 2 UNION BANKSHARES CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (Dollars in thousands)
July 31 ASSETS 1998 ------------ Cash and cash equivalents: Cash and due from banks $ 20,425 Interest-bearing deposits in other banks 1,461 Federal funds sold 3,688 ------------ Total cash and cash equivalents 25,574 ------------ Securities available for sale, at fair value 147,487 Investment securities 22,055 ------------ Total securities 169,542 ------------ Loans, net of unearned income 459,309 Less allowance for loan losses 5,320 ------------ Net loans 453,989 ------------ Bank premises and equpiment, net 20,866 Other real estate owned 1,390 Other assets 19,244 ------------ Total assets $ 690,605 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Non-interest-bearing demand deposits $ 76,489 Interest-bearing deposits: Savings accounts 59,806 NOW accounts 75,363 Money market accounts 61,462 Time deposits of $100,000 and over 72,142 Other time deposits 228,943 ------------ Total interest-bearing deposits 497,716 ------------ Total deposits 574,205 ------------ Short-term borrowings 37,210 Long-term borrowings 2,435 Other liabilities 5,205 ------------ Total liabilities 619,055 ------------ Stockholders' equity: Common stock 14,365 Surplus 337 Retained earnings 55,118 Accumulated other comprehensive income Net unrealized gains on securities available for sale, net of taxes 1,730 ------------ Total stockholders' equity 71,550 ------------ Total liabilities and stockholders' equity $ 690,605 ============ See accompanying notes to consolidated financial statements. 3 UNION BANKSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Unaudited) (Dollars in thousands) One month Seven months ended ended July 31, 1998 July 31, 1998 ------------- ------------- Interest and fees on loans $ 3,411 $ 23,134 Interest on securities: Taxable securities 507 3,472 Tax-exempt securities 331 2,247 Interest on Federal funds sold 31 330 Interest on interest-bearing deposits in other banks 4 47 ---------- ---------- Total interest income 4,284 29,230 ---------- ---------- Interest on deposits 1,876 12,374 Interest on other borrowings 204 1,596 ---------- ---------- Total interest expense 2,080 13,970 ---------- ---------- Net interest income 2,204 15,260 160 1,075 ---------- ---------- Net interest income after provision for loan losses 2,044 14,185 ---------- ---------- Service charges on deposit accounts 271 1,610 Other service charges and fees 132 1,097 Gains (losses) on securities transactions, net - (25) Gains on sales of other real estate owned - and bank premises, net 23 39 Other operating income 39 178 ---------- ---------- Total other income 465 2,899 ---------- ---------- Salaries and benefits 909 6,092 Occupancy expenses 102 716 Furniture and equipment expenses 129 982 Other operating expenses 550 3,584 ---------- ---------- Total other expenses 1,690 11,374 ---------- ---------- 819 5,710 191 1,128 ---------- ---------- Net income $ 628 $ 4,582 ========== ==========
4 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Union Bankshares Corporation (Registrant) August 25, 1998 s/ G. William Beale - --------------- ------------------------------- (Date) G. William Beale, President, Chief Executive Officer and Director August 25, 1998 s/ D. Anthony Peay - --------------- -------------------------------- (Date) D. Anthony Peay, Vice President and Chief Financial Officer 5