FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report March 12, 2003
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-6580 54-0497561
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification Number)
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code
(703) 241-4000
Not Applicable
(Former name or former address, if changed since last report)
The exhibit index as required by item 601(a) of Regulation S-K is included on
page 3 of this report.
Item 5. OTHER EVENTS
On March 11, 2003, First Virginia Banks, Inc. announced it will call for
the redemption of all outstanding shares of its preferred stock. First Virginia
will redeem these shares at the redemption value of $10.00 per share effective
May 1, 2003. There are four series of preferred stock with a total of 37,683
shares outstanding: Series A, Series B, Series C and Series D.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
1 Press release dated March 11, 2003
2 Notice of Redemption dated March 10, 2003
SIGNATURE
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 hereunto duly authorized.
FIRST VIRGINIA BANKS, INC.
(Registrant)
March 12, 2003
-----------------------
Richard F. Bowman,
Executive Vice President,
Treasurer and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
1 Press release dated March 11, 2003 4
2 Notice of Redemption dated March 10, 2003 5
Exhibit 1.
2853
March 11, 2003 CONTACT: Richard F. Bowman
FOR IMMEDIATE RELEASE (703) 241-3685
FIRST VIRGINIA ANNOUNCES REDEMPTION OF ALL PREFERRED SHARES
First Virginia Banks, Inc. is announcing it will call for the redemption
of all outstanding shares of its preferred stock. First Virginia will redeem
these shares at the redemption value of $10.00 per share effective May 1, 2003.
There are four series of preferred stock with a total of 37,683 shares
outstanding: Series A, Series B, Series C and Series D.
As an alternative to redemption at the $10.00 per share price, shareholders
may choose to convert their preferred shares into the common stock of First
Virginia. Based on the conversion rates of the various series of preferred stock
and the current market value of First Virginia common stock, shareholders who
elected to convert their shares rather than redeem them would receive common
shares with a value in excess of $100 and annual dividends of 375% or more
compared to the dividends they are currently receiving on their preferred
shares. In order to take advantage of the conversion option, preferred
shareholders must complete all required forms and submit them prior to the May
1, 2003 redemption date.
First Virginia is the largest independent banking company headquartered in
Virginia and one of the 50 largest in the United States. There are currently
eight banks in the First Virginia group with 298 offices in Virginia, 55 offices
in Maryland and 11 offices in East Tennessee. First Virginia also operates a
full-service insurance agency, First Virginia Insurance Services, Inc. The
corporation's common stock is traded on the New York Stock Exchange under the
symbol "FVB." For more information about First Virginia and its products and
services, please visit our website at firstvirginia.com.
Falls Church, Virginia
Exhibit 2.
Dated March 10, 2003
NOTICE OF REDEMPTION
To the Holders of
First Virginia Banks, Inc.
5% Series A Preferred Stock
5% Second Series A Preferred Stock
5% Third Series A Preferred Stock
7% First Series B Preferred Stock
7% First Series C Preferred Stock
8% First Series D Preferred Stock
NOTICE IS HEREBY GIVEN that, pursuant to the Articles of Incorporation
of First Virginia Banks, Inc., a Virginia corporation ("First Virginia"), and
the applicable Articles of Serial Designation of the above-referenced Series
of Preferred Stock of First Virginia (the "Preferred Stock"), First Virginia
has exercised its right to redeem as of 5:00 p.m. Eastern Time on May 1, 2003
(the "Redemption Date") all of its outstanding shares of Preferred Stock at
$10.00 per share plus an amount equal to any declared but unpaid dividends
thereon through but not including the Redemption Date as set forth below,
without interest (the "Redemption Price").
Payment of the Redemption Price will be made on or after the Redemption Date
against presentation and surrender of the Preferred Stock in the manner set
forth below.
On the Redemption Date, dividends shall cease to accrue on the shares of
Preferred Stock, such shares shall no longer be deemed to be outstanding and
all rights of the holders of such shares as preferred stockholders of First
Virginia shall cease, except the right to receive the Redemption Price,
without interest thereon, upon proper surrender of the certificates
evidencing such shares.
A copy of this Notice of Redemption is being sent to all holders of
record of shares of Preferred Stock as of March 10, 2003. In order to
receive the Redemption Price, holders of Preferred Stock must present and
surrender the certificates evidencing such Preferred Stock, together with a
properly completed Letter of Transmittal (a copy of which is included with
this Notice) and any other materials as First Virginia may reasonably
request, to Registrar and Transfer Company, First Virginia's transfer agent
and registrar (the "Transfer Agent"), at the address given below.
You should be aware that record holders of Preferred Stock have the
right to elect to convert shares of Preferred Stock into common stock, par
value $1.00 per share, of First Virginia ("First Virginia Common Stock").
This right of conversion will expire unless you properly submit your
Preferred Stock for conversion prior to the redemption on the Redemption
Date. Additional information regarding conversion is included on the next
page of this Notice.
Conversion of Preferred Stock into Common Stock
Each record holder of Preferred Stock has the right, at such holder's
option, to surrender shares of Preferred Stock with written instructions to
the Transfer Agent to convert such shares of Preferred Stock into shares of
First Virginia Common Stock at any time prior to 5:00 p.m. Eastern Time on
the Redemption Date (the "Conversion Deadline"). Pursuant to the conversion
provisions of the Preferred Stock, each share of Series A Preferred Stock,
Second Series A Preferred Stock, Third Series A Preferred Stock, First Series
B Preferred Stock, and First Series D Preferred Stock that a holder elects to
convert shall be converted into 3.375 shares of First Virginia Common Stock,
and each share of First Series C Preferred Stock that a holder elects to
convert shall be converted into 2.7 shares of First Virginia Common Stock.
Upon conversion, no dividend rights shall be deemed to have accrued at
that time on the Preferred Stock so converted or on the First Virginia Common
Stock received upon conversion, and such shares shall be entitled to receive
only such dividends as may thereafter be declared on such First Virginia
Common Stock with a record date following such conversion. First Virginia
will not issue any fractional shares of First Virginia Common Stock upon
conversion; instead, the amount of cash payable with respect to any
fractional share of First Virginia Common Stock that would otherwise be
issuable in respect of Preferred Stock shall be determined by multiplying
such fraction by the closing price per share of First Virginia Common Stock
on the New York Stock Exchange for the date preceding conversion.
In order to convert Preferred Stock into First Virginia Common Stock,
holders of Preferred Stock must present and surrender the certificates
evidencing such Preferred Stock, together with a properly completed Form of
Election and Letter of Transmittal and any other materials as First Virginia
may reasonably request, to the Transfer Agent.
Holders of Preferred Stock who elect to convert will receive upon
conversion shares of First Virginia Common Stock (including cash, if any,
received in lieu of fractional shares) that is expected to have a greater
market value than the amount of cash receivable upon redemption. No
assurance is given as to the price of the First Virginia Common Stock at any
future time, and the holders should expect to incur certain expenses if the
First Virginia Common Stock is subsequently sold.
THE DEADLINE FOR CONVERSION OF THE PREFERRED STOCK IS PRIOR TO
5:00 P.M. EASTERN TIME ON MAY 1, 2003. BECAUSE IT IS TIME OF
RECEIPT, WHICH IS AT THE SOLE RISK OF THE HOLDER OF THE PREFERRED
STOCK, NOT THE TIME OF MAILING, THAT DETERMINES WHETHER THE
PREFERRED STOCK HAS BEEN PROPERLY SUBMITTED FOR CONVERSION,
SUFFICIENT TIME SHOULD BE ALLOWED FOR DELIVERY. IN ALL EVENTS,
HOWEVER, THE METHOD OF TRANSMITTING PREFERRED STOCK IS AT THE
OPTION AND SOLE RISK OF THE HOLDER.
NOTICE
Holders of Preferred Stock should consult their own investment advisors
with respect to conversion and any other alternatives relating to the
Preferred Stock (including market transactions) that may be available to
them. This Notice of Redemption is not intended as a solicitation or as
advice on whether to convert, redeem or take any other action with respect to
your Preferred Stock.
First Virginia has been advised that under present federal income tax
laws, no taxable gain or loss will be recognized by holders upon conversion
of the Preferred Stock into Common Stock, except for cash received in lieu of
fractional shares. A redemption of Preferred Stock, however, will be a
taxable transaction. The amount and character of income, gain or loss
recognized by a holder upon redemption will vary depending upon such holder's
individual circumstances. Holders should consult their own tax advisors as
to the specific tax consequences applicable to them upon conversion or
redemption.
A copy of this Notice of Redemption, Form of Election and Letter of
Transmittal to accompany Preferred Stock surrendered for redemption or
tendered for conversion and guidelines for certification of Taxpayer
Identification Number on Substitute Form W-9 are attached. Please read the
enclosed documents carefully.
Do not send certificates for Preferred Stock without submitting the
required materials. These materials should be submitted to the Transfer
Agent at the addresses set forth below.
Registrar and Transfer Company
If by Mail: If by Hand: If by Overnight Courier
10 Commerce Drive 10 Commerce Drive 10 Commerce Drive
Cranford, New Jersey Cranford, New Jersey Cranford, New Jersey
07016-3572 07016-3572 07016-3572
If you have any questions about this Notice, you may contact Barbara J.
Chapman, Vice President and Secretary, First Virginia Banks, Inc., at 703-
241-3656 or 800-995-9416. If you desire additional copies of any of the
enclosed documents, please contact Registrar and Transfer Company at 800-368-
5948.