DOMINION SHIELDS FINANCES BANK WON'T PUBLISH ITS EARNINGS FIGURES

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: TUESDAY, January 26, 1993                   TAG: 9301260086
SECTION: BUSINESS                    PAGE: A5   EDITION: METRO 
SOURCE: MAG POFF STAFF WRITER
DATELINE:                                 LENGTH: Medium
DOMINION SHIELDS FINANCES BANK WON'T PUBLISH ITS EARNINGS FIGURES
Dominion Bankshares Corp. will tally its 1992 financial results and inform its directors today, but in an unusual move will withhold them from the public.
The company's usual procedure would call for releasing the report this afternoon.
Brenda McDaniel, spokeswoman for the Roanoke bank, said Monday that it would not publish its 1992 or fourth-quarter earnings statement today or anytime in the immediate future.
The annual statement will be withheld because it will not include expenses related to the pending sale of Dominion to First Union Corp. of Charlotte, N.C., said James Adams, Dominion's chief financial officer.
Dominion plans to hold the statement until all regulatory approvals have been received for the First Union acquisition, Adams said. Then the expenses related to the transaction will be added to the 1992 results.
That, Adams estimated, might happen in the middle of February.
Dominion Chairman Warner Dalhouse and President David Caudill were out of the bank Monday and could not be reached for comment on the unusual procedure.
Any annual financial statement, at least one covering the merger, would be expected to show Dominion's loss on paper approaching $100 million for 1992.
Last year, Dominion had a loss of $35.7 million, or 95 cents a share, through Sept. 30, the end of the third quarter, according to reports already released.
In addition to normal operating results, the company is obligated by the merger agreement to set aside a reserve of at least $60 million to offset the costs of the merger, expected to happen in March.
First Union set aside $36 million for this purpose in the fourth quarter.
Normally, Dominion would release its earnings statement after its regular quarterly board of directors meeting, scheduled for today.
Two of the directors contacted Monday, M. Caldwell Butler and Nicholas Taubman, both of Roanoke, said they did not know about a decision to withhold a release of annual earnings figures.
The figures would not be expected to affect Dominion's stock price or industry analysts. The stock price has been tied to the movement of First Union stock since their merger plans were announced last September. Under the deal, First Union will swap 0.58 of a First Union share for each share of Dominion common stock.
John Heine, a spokesman for the Securities and Exchange Commission in Washington, said federal law requires public corporations to file financial information by 90 days after the close of a fiscal year and to send financial information, along with a proxy statement, to shareholders about 30 days prior to an annual meeting.
The 90-day requirement means no information need be filed before the March 1 merger target date. And shareholders need not meet again. They voted by a 99 percent margin to approve the merger at a special meeting Dec. 22.
Those rules suggest that Dominion might never have to file a final annual financial statement until the finances are restated as part of First Union after their merger.
"It's a possibility," Adams said.

by Bhavesh Jinadra by CNB