FED OKS BANK MERGER

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

DATE: TUESDAY, January 12, 1993                   TAG: 9301120022
SECTION: BUSINESS                    PAGE: A-5   EDITION: METRO 
SOURCE: MAG POFF STAFF WRITER
DATELINE:                                 LENGTH: Medium
FED OKS BANK MERGER
The Federal Reserve Board voted Monday to approve First Union Corp.'s acquisition of Roanoke's Dominion Bankshares Corp.
The board's action had been expected; it approves all such applications unless there is a serious objection or the merger would be anti-competitive.
Nevertheless, the Fed's approval is considered a major step forward in the process of the acquisition.
Benjamin P. Jenkins III, president of First Union National Bank of Virginia, said Monday's action was "gratifying to us." He said officials of the Charlotte, N.C.-based company were "real pleased" with the board's early action, which came on the first legally possible day in the process.
The approval process is on schedule, Jenkins said, and First Union anticipates that the deal will close on the target date of March 31, the end of the financial quarter.
But a series of steps still remain before the process is final.
Jenkins said the office of the Federal Comptroller of the Currency must approve the Tennessee portion of the deal and banking authorities in Virginia, Maryland, Tennessee and the District of Columbia must give their separate blessings before it can be completed. So must a committee of the Washington, D.C., City Council.
Dominion Bankshares stockholders favored the merger by a margin of 99 percent at a special meeting in Roanoke on Dec. 22.
The Federal Reserve received only seven public comments on the merger. And only one of those, from the Virginia State Conference of NAACP Branches, opposed approving the merger until its concerns were met. The group wanted a record of higher employment, loans and directorships for minorities.
The agreement calls for merger of Dominion into the First Union National Bank of Virginia. First Union said the exchange ratio will remain, as announced, at 0.58 of a First Union share for each Dominion share without any adjustment under the limited circumstances of the agreement. First Union stock has risen since the merger was announced Sept. 21.
Dominion Chairman Warner Dalhouse told shareholders last month that the total value of the deal now exceeds $1 billion, but the actual value will not be determined until the date of the merger.
First Union expects to consummate mergers on Friday with DFSoutheastern Corp. of Georgia and South Carolina Federal Corp. It also has agreements to buy Meritor Savings FA of Florida and Georgia Federal Bank.
When all of those mergers are complete, First Union will be the nation's eighth-largest bank with assets of $66 billion.

by Bhavesh Jinadra by CNB