United Virginia Bankshares Inc., operating under a broad-based plan to finance its proposed acquisitions of banks in the Washington area, said it has agreed to sell $36 million of its common stock to institutional investors in Europe.
UVB said it expects to complete the sale of 800,000 shares, at $45 each, in December.
In a related action that UVB announced yesterday, the Richmond-based bank holding company said it has notified the Securities and Exchange Commission that it plans a public offering of 900,000 shares of adjustable-rate cumulative preferred stock.
The stock sale is expected to generate $45 million.
Proceeds from the direct placement of common stock with European institutional investors and the public sale of preferred stock will be used to pay part of the acquisition costs of NS&T Bankshares Inc. of the District and Bethesda Bancorp.
UVB has agreed to pay the principal owners of NS&T a total of $119 million, or $86.98 a share, for their stock in the company and its principal subsidiary, NS&T Bank, the District's fourth largest.
UVB, which is Virginia's second-largest bank holding company, also signed a merger agreement calling for it to pay a total of $44.5 million for Bethesda Bancorp.
The Federal Reserve Board yesterday approved UVB's application to merge with NS&T. The merger would take effect on Dec. 30, unless the Justice Department intervenes.
Earlier this month, the D.C. City Council passed emergency legislation approving the merger application.
Approval of UVB's proposed merger with Bethesda Bancorp is still pending.
A spokesman for UVB said the decision to issue the common stock in a direct sale is based on the belief that the company should broaden its institutional base, a spokesman explained.
"We wanted to expand beyond the borders of the United States to create additional demand for our stock," added C. Garland Hagen, senior vice president and treasurer.
By going abroad, "we create a brand new market" for UVB's stock, he added.
The decision to sell the stock abroad is not unique, Hagen pointed out. At least 12 other U.S. banking firms have made similar placements in recent years, he said.
With assets of $6.7 billion, UVB is the 60th-largest banking firm in the United States. Its principal subsidiary, United Virginia Bank, is the state's second largest.
UVB laid the groundwork for the stock placement in Europe earlier this month when several senior officials of the company met with investors in London, Paris and Edinburgh.
About 50 investors will be involved in the direct placement of UVB stock, though the biggest block, about 85 percent of the 800,000 shares, will be bought by investors in the United Kingdom.
Other shares will be purchased by investors in France, West Germany and Switzerland.
The placement in Europe represents about 6 percent of the total shares of UVB common stock.
Shearson Lehman Bros Inc. and Morgan Stanley & Co. Inc. acted as agents for UVB in the direct placement.
Morgan Stanley & Co. Inc. and Shearson have been named managers of the planned public offering.
Richard G. Tilghman, UVB's president and chief executive officer, said steps outlined yesterday will mark the first time in the company's history that it has offered common or preferred stock except in connection with acquisitions or to existing stockholders.
Purchases of the two banking firms in the Washington area will be cash transactions, whereas UVB's previous acquisition of a Virginia bank was accomplished through an exchange of stock, a spokesman explained.
The dividend rate on the cumulative preferred stock to be offered will be adjusted before each dividend payment period to a rate based on a fixed spread below the highest of the prevailing three-month, 10-year and 20-year Treasury notes, UVB said.