Roanoke Times
Copyright (c) 1995, Landmark Communications, Inc.
DATE: WEDNESDAY, January 27, 1993 TAG: 9301270033
SECTION: BUSINESS PAGE: A7 EDITION: METRO
SOURCE: MAG POFF STAFF WRITER
DATELINE: LENGTH: Medium
DOMINION TO MAKE DATA PUBLIC
Dominion Bankshares Chairman Warner Dalhouse, reversing an earlier stand by the company, said Tuesday he will release the bank's 1992 financial results. Dalhouse said the earnings report would be made public within two weeks.Dalhouse made the announcement late Tuesday following the regular January meeting of the Dominion board of directors.
"The complexity of the transaction has delayed the final report somewhat," Dalhouse said.
"But when the numbers are complete, we will, indeed, issue a report on Dominion's 1992 operating results. That is simply not possible at this time."
Fourth-quarter and annual financial reports are customarily released after the January board meeting.
Bank officials had said Monday that the results would not be released for an extended period of time, perhaps ever, because the bank was under no legal requirement to report results until after the March 1 target date for its merger with First Union Corp. of Charlotte, N.C. Under a transaction announced in September and ratified by Dominion shareholders last month, First Union will buy Dominion in an exchange of stock.
The Securities and Exchange Commission mandates annual filings within 90 days after the end of a company's fiscal year. In Dominion's case, that would be the end of March and after its scheduled merger with First Union.
Also, the federal regulations say, a company need not inform shareholders of financial results until 30 days before their annual meeting. But there won't be such a meeting of Dominion's shareholders this year because they've already voted to sell the bank.
Dalhouse's announcement came late Tuesday, after the board had met and agreed with Monday's decision to withhold the reports. Contacted separately, several directors of Dominion Bankshares Corp. said the board had acquiesced with management's handling of the figures.
The board "elected not to release the financials," said director M. Caldwell Butler of Roanoke after the board's regularly scheduled meeting Tuesday. "The financials will not be released," at least for now, he added.
"We just weren't required to announce it," said another director, Sally Fulton of Roanoke. "It's different now with the merger."
Under terms of the merger agreement, which was signed Sept. 20, Dominion had to set up a reserve of at least $60 million in the fourth quarter of 1992 to pay the costs of the acquisition by First Union.
First Union contracted to set aside $25 million but actually created a reserve of $36 million. It still earned $485 million for last year.
Dominion ended the third quarter with a loss of $35.7 million, or 95 cents a share. The $60 million reserve presumably would add to the deficit.