FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission file number 1-6580
June 30, 1998
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0497561
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) 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
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No_____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
On July 31, 1998, there were 51,849,290 shares of common
stock outstanding.
This report contains a total of 33 pages.
1
INDEX
Page
---------
PART I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - June 30,
1998 and 1997, (Unaudited), and December 31, 1997 3/ 4
Condensed Consolidated Statements of Income - Three
months and six months ended June 30, 1998
and 1997 (Unaudited) 5/ 6
Condensed Consolidated Statements of Shareholders'
Equity - Six months ended June 30, 1998
and 1997 (Unaudited) 7
Condensed Consolidated Statements of Cash Flows - Six
months ended June 30, 1998 and 1997 (Unaudited) 8
Notes to Condensed Consolidated Financial
Statements (Unaudited) 9/13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13/21
PART II - Other Information
Item 4. Submission of Matters to a Vote of
Security Holders 22/27
Item 6. Exhibits and Reports on Form 8-K
Signature 28
Exhibit 3(i) - Articles of Incorporation
(Included in original SEC filing only)
Exhibit 12 - Statement re: Computation of Ratios 29
Exhibit 15 - Independent Accountants' Review
Report 30
Exhibit 15A - Letter of Acknowledgement of
Independent Accountants 31
Exhibit 27 - Financial Data Schedules 32
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30 December 31 June 30
1998 1997 1997
---------- ---------- ----------
(Unaudited) (Unaudited)
(In thousands)
ASSETS
Cash and due from banks $ 401,251 $ 386,832 $ 402,355
Money market investments 196,095 243,162 225,238
---------- ---------- ----------
Total cash and cash equivalents 597,346 629,994 627,593
---------- ---------- ----------
Mortgage loans held for sale 16,110 18,953 14,126
Investment securities - available for sale
(at market value) 23,333 - -
Investment securities - held to maturity
(market values of $2,265,828, $1,954,155
and $1,957,102) 2,260,462 1,946,944 1,955,584
Loans, net of unearned income 5,984,827 5,937,978 5,994,091
Allowance for loan losses (68,533) (68,064) (68,634)
---------- ---------- ----------
Net loans 5,916,294 5,869,914 5,925,457
---------- ---------- ----------
Other earning assets 21,981 21,444 23,443
Premises and equipment 163,722 164,301 166,361
Intangible assets 191,413 174,976 181,900
Accrued income and other assets 186,584 185,111 160,465
---------- ---------- ----------
Total Assets $9,377,245 $9,011,637 $9,054,929
========== ========== ==========
3
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
June 30 December 31 June 30
1998 1997 1997
---------- ---------- ----------
(Unaudited) (Unaudited)
(In thousands)
LIABILITIES
Deposits:
Noninterest-bearing $1,559,495 $1,460,784 $1,452,787
Interest-bearing:
Interest checking/savings plan 1,385,978 1,391,962 1,366,223
Money market accounts 883,221 772,067 723,677
Savings deposits 1,159,151 1,124,058 1,197,673
Consumer certificates of deposit 2,472,052 2,444,132 2,526,732
Large denomination
certificates of deposit 436,240 426,839 408,804
---------- ---------- ----------
Total deposits 7,896,137 7,619,842 7,675,896
Short-term borrowings 311,241 251,687 252,029
Long-term indebtedness 3,659 2,826 3,355
Accrued interest and other liabilities 123,695 126,126 93,916
---------- ---------- ----------
Total Liabilities 8,334,732 8,000,481 8,025,196
---------- ---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, $10 par value 542 583 637
Common stock, $1 par value 51,848 51,817 52,977
Capital surplus 88,424 92,971 146,436
Retained earnings 899,683 865,785 829,683
Accumulated other comprehensive income 2,016 - -
---------- ---------- ----------
Total Shareholders' Equity 1,042,513 1,011,156 1,029,733
---------- ---------- ----------
Total Liabilities and Shareholders' Equity $9,377,245 $9,011,637 $9,054,929
========== ========== ==========
See notes to condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
-------- -------- -------- --------
(In thousands, except per-share data)
Interest income:
Loans $128,951 $122,607 $256,300 $236,904
Mortgage loans held for sale 330 302 598 468
Investment securities -
available for sale 232 - 373 -
Investment securities -
held to maturity 30,119 29,116 56,703 56,180
Money market investments 7,073 3,968 14,436 8,674
Other earning assets 368 348 735 676
-------- -------- -------- --------
Total interest income 167,073 156,341 329,145 302,902
-------- -------- -------- --------
Interest expense:
Deposits 55,143 51,638 109,295 100,612
Short-term borrowings 3,427 2,944 6,638 5,534
Long-term indebtedness 88 65 135 108
-------- -------- -------- --------
Total interest expense 58,658 54,647 116,068 106,254
-------- -------- -------- --------
Net interest income 108,415 101,694 213,077 196,648
Provision for loan losses 6,055 5,248 10,139 8,590
-------- -------- -------- --------
Net interest income after provision
for loan losses 102,360 96,446 202,938 188,058
-------- -------- -------- --------
5
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Continued) (Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
-------- -------- -------- --------
(In thousands, except per-share data)
Net interest income after provision
for loan losses 102,360 96,446 202,938 188,058
-------- -------- -------- --------
Noninterest income:
Service charges on deposit
accounts 10,926 10,369 21,799 20,258
Insurance premiums and
commissions 1,575 1,720 3,345 3,287
Credit card service charges
and fees 3,217 2,988 5,985 5,621
Trust services 2,634 2,306 5,235 4,554
Electronic banking service fees 3,079 2,639 5,813 4,989
Income from other customer
services 3,642 3,714 7,106 7,177
Securities gains before income
tax provisions of $2, $12,
$179 and $9 5 36 511 27
Other 4,094 1,235 5,825 2,327
-------- -------- -------- --------
Total noninterest income 29,172 25,007 55,619 48,240
-------- -------- -------- --------
Noninterest expense:
Salaries and employee benefits 44,568 41,321 88,200 80,998
Occupancy 6,171 5,947 12,524 11,755
Equipment 7,132 6,307 14,047 12,143
Advertising 2,486 1,961 4,711 3,699
Printing and supplies 1,660 1,707 3,416 3,348
Credit card processing fees 2,374 2,058 4,310 3,987
FDIC assessment 261 277 534 534
Amortization of intangibles 3,638 2,562 7,059 4,687
Other 12,643 11,220 24,892 21,950
-------- -------- -------- --------
Total noninterest expense 80,933 73,360 159,693 143,101
-------- -------- -------- --------
Income before income taxes 50,599 48,093 98,864 93,197
Provision for income taxes 18,155 16,740 34,878 32,447
-------- -------- -------- --------
NET INCOME $ 32,444 $ 31,353 $ 63,986 $ 60,750
======== ======== ======== ========
Net income per share of common stock
Basic $ .63 $ .63 $ 1.23 $ 1.23
Diluted .62 .63 1.23 1.23
Average shares of common stock outstanding
Basic 51,843 49,900 51,835 49,229
Diluted 52,118 50,174 52,114 49,495
See notes to condensed consolidated financial statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
Accum-
ulated
Pre- Other Total
ferred Common Compre- Share-
Stock Stock Capital Retained hensive holders'
$10 Par $1 Par Surplus Earnings Income Equity
------- ------- -------- -------- ------ ----------
(Dollars in thousands)
Balance January 1, 1997... $ 647 $48,612 $ 27,327 $794,691 $ - $ 871,277
Net income*............... - - - 60,750 - 60,750
Increase attributable to
an acquired bank......... 5,435 157,320 162,755
Conversion of preferred
to common stock......... (10) 2 8 - - -
Issuance of shares for
stock options and stock
appreciation rights..... - 18 331 - - 349
Common stock repurchases
and related transactions - (1,090) (38,550) - (39,640)
Dividends declared:
Preferred stock......... - - - (21) - (21)
Common stock $0.51 per share - - - (25,737) - (25,737)
------- ------- -------- -------- ------ ----------
Balance June 30, 1997..... $ 637 $52,977 $146,436 $829,683 $ - $1,029,733
======= ======= ======== ======== ====== ==========
Balance January 1, 1998... $ 583 $51,817 $ 92,971 $865,785 $ - $1,011,156
Comprehensive income:
Net income.............. - - - 63,986 - 63,986
Unrealized gains on
investment securities
available for sale,
net of tax of $1,085 - - - - 2,016 2,016
----------
Total comprehensive income - - - - - 66,002
----------
Conversion of preferred
to common stock......... (41) 9 32 - - -
Issuance of shares for
stock options............ - 22 354 - - 376
Common stock repurchases
and related transactions - - (4,933) - - (4,933)
Dividends declared:
Preferred stock......... - - - (18) - (18)
Common stock $0.58 per share - - - (30,070) - (30,070)
------- ------- -------- -------- ------ ----------
Balance June 30, 1998..... $ 542 $51,848 $ 88,424 $899,683 $2,016 $1,042,513
======= ======= ======== ======== ====== ==========
* There are no adjustments to net income to determine comprehensive income
for the six months ended June 30, 1997.
See notes to condensed consolidated financial statements.
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended
June 30
1998 1997
-------- --------
(In thousands)
Net cash provided by operating activities $ 82,167 $ 70,178
-------- --------
Investing activities:
Proceeds from the maturity of
held to maturity securities 1,444,519 390,202
Proceeds from the maturity or sale of
available for sale securities 538 -
Purchase of held to maturity securities (1,767,003) (361,657)
Purchase of available for sale securities (14,077) -
Net decrease in loans (56,520) (127,608)
Net increase in other earning assets (537) (295)
Purchases of premises and equipment (9,247) (9,339)
Sales of premises and equipment 2,510 1,435
Acquisition of banks, net of cash acquired - 45,374
Increase in intangible assets (22,877) (199)
Other 4,796 (5,341)
-------- --------
Net cash used for investing activities (417,898) (67,428)
-------- --------
Financing activities:
Net increase (decrease) in deposits 276,295 (20,255)
Net increase in short-term borrowings 59,554 7,369
Principal payments on long-term borrowings (494) (521)
Proceeds from long-term borrowings 1,328 -
Cash dividends - common, $.56 and $.50 per share (29,024) (24,228)
Cash dividends - preferred (19) (21)
Stock repurchases and related transactions (4,933) (39,640)
Proceeds from issuance of common stock 376 348
-------- --------
Net cash provided by (used for)
financing activities 303,083 (76,948)
-------- --------
Net decrease in cash and
cash equivalents (32,648) (74,198)
Cash and cash equivalents at beginning of year 629,994 701,791
-------- --------
Cash and cash equivalents at end of period $597,346 $627,593
======== ========
See notes to condensed consolidated financial statements.
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. GENERAL
The foregoing unaudited consolidated financial statements include the
accounts of the corporation and all of its subsidiaries. The corporation's
subsidiaries are predominantly engaged in banking. Foreign banking activities
and operations other than banking are not significant. All material
intercompany transactions and accounts have been eliminated. The unaudited
consolidated financial statements include all adjustments (consisting only of
normal recurring accruals) which, in the opinion of management, are necessary
for a fair presentation of the results of operations for each of the periods.
Certain amounts previously reported in 1997 have been reclassified for
comparative purposes. All prior periods have been restated to reflect a three-
for-two common stock split on September 3, 1997.
2. ACQUISITIONS
On May 24, 1997, the acquisition of Premier Bankshares Corporation by the
corporation was consummated. Premier Bankshares Corporation was the bank
holding company for Premier Bank-South, N.A., in Wytheville, Virginia; Premier
Bank-Central, N.A., in Honaker, Virginia; and Premier Bank, N.A., in Tazewell,
Virginia. These banks became wholly owned subsidiary banks of the corporation
as a result of the acquisition and have since been merged into various existing
banks of First Virginia. Shares of the corporation's common stock totaling
5.431 million were issued and were valued at $29.96 per share. The acquisition
was accounted for using the purchase method of accounting and, accordingly, the
financial information for 1997 has not been restated.
The unaudited pro forma information presented in the following table has
been prepared based on the historical results of the corporation combined with
Premier Bankshares Corporation. The information has been combined to present
the results of operations as if the acquisition had occurred at the beginning
of 1997. The pro forma results are not necessarily indicative of the results
that would have actually been obtained if the acquisition had been consummated
in the past nor are they indicative of future results.
Three Months Six Months
Ended June 30 Ended June 30
1997 1997
------------- -------------
(In thousands, except per-share data)
Total interest income $164,965 $326,324
Total interest expense 58,242 116,015
Provision for loan losses 5,319 8,800
Noninterest income 25,619 49,811
Noninterest expense 76,366 151,624
Provision for income taxes 17,444 34,269
-------- --------
Net income $ 33,213 $ 65,427
======== ========
Net income per share - basic $ 0.63 $ 1.22
- diluted 0.62 1.22
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)
3. INVESTMENT SECURITIES
The following reflects the amortized cost of securities and the related
approximate market values (in thousands):
June 30, 1998 June 30, 1997
Amortized Market Amortized Market
Cost Value Cost Value
---------- ---------- ---------- ----------
Securities available for sale:
U.S. Government and
its agencies $ 12,833 $ 12,829 $ - $ -
Other 7,399 10,504 - -
---------- ---------- ---------- ----------
$ 20,232 $ 23,333 $ - $ -
========== ========== ========== ==========
Securities held to maturity:
U.S. Government and
its agencies $2,115,782 $2,118,885 $1,769,426 $1,768,051
State and municipal obligations 143,847 146,101 184,905 187,000
Other 833 842 1,253 2,051
---------- ---------- ---------- ----------
$2,260,462 $2,265,828 $1,955,584 $1,957,102
========== ========== ========== ==========
4. LOANS
Loans consisted of (in thousands):
June 30
1998 1997
---------- ----------
Consumer:
Automobile installment $2,534,985 $2,292,543
Home equity, fixed- and variable-rate 976,986 944,804
Revolving credit plans,
including credit cards 186,650 203,905
Other 355,961 412,912
Real estate:
Construction and land development 118,100 131,066
Commercial mortgage 578,336 592,593
Residential mortgage 572,743 731,213
Other, including Industrial
Development Authority loans 100,156 95,917
Commercial 560,910 589,138
---------- ----------
Loans, net of unearned income
of $161,225 and $212,182 $5,984,827 $5,994,091
========== ==========
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)
5. ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses was (dollars in thousands):
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
------- ------- ------- -------
Balance at beginning of period $67,117 $62,468 $68,064 $62,761
Increase attributable to
an acquired bank - 5,551 - 5,551
Increase attributable to
acquired loans 679 - 679 -
Provision charged to expense 6,055 5,248 10,139 8,590
------- ------- ------- -------
73,851 73,267 78,882 76,902
Less:
Loans charged off, net of
recoveries of $1,241, $931,
$2,251 and $1,879 5,318 4,633 10,349 8,268
------- ------- ------- -------
Balance at June 30 $68,533 $68,634 $68,533 $68,634
======= ======= ======= =======
Percentage of annualized net
charge-offs to average loans .36% .33% .35% .30%
Percentage of allowance for loan
losses to period-end loans 1.15 1.15
Percentage of nonperforming assets
to period-end loans .34 .44
6. FEDERAL INCOME TAX
The reconcilement of income tax computed at the federal statutory tax
rates to the provision for income taxes was as follows (dollars in thousands):
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
------------- ------------- ------------- -------------
Amount Pct Amount Pct Amount Pct Amount Pct
------- ----- ------- ----- ------- ----- ------- -----
Statutory rate $17,710 35.0% $16,832 35.0% $34,602 35.0% $32,619 35.0%
Nontaxable interest on
municipal obligations (970)(1.9) (1,005)(2.1) (1,970)(2.0) (1,878)(2.0)
Other items 1,415 2.8 913 1.9 2,246 2.3 1,706 1.8
------- ----- ------- ----- ------- ----- ------- -----
Effective rate $18,155 35.9% $16,740 34.8% $34,878 35.3% $32,447 34.8%
======= ===== ======= ===== ======= ===== ======= =====
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)
7. PREFERRED AND COMMON STOCK
There are 3,000,000 shares of preferred stock, par value $10.00 per
share, authorized. The following four series of cumulative convertible stock
were outstanding:
June 30 December 31 June 30
Series Dividends 1998 1997 1997
--------- --------- -------- ----------- --------
A 5% 18,942 20,111 21,205
B 7% 3,340 4,890 5,290
C 7% 9,788 9,788 9,836
D 8% 22,122 23,534 27,391
------- ------ ------
54,192 58,323 63,722
======= ====== ======
The Series A, Series B and Series D shares are convertible into two and
one fourth shares of common stock, and the Series C shares are convertible
into one and eight-tenths shares of common stock. All of the preferred stock
may be redeemed at the option of the corporation for $10.00 per share.
There are 175,000,000 shares of common stock, par value $1.00 per share,
authorized and 51,848,000, 51,817,000 and 52,977,000 shares were outstanding
at June 30, 1998, December 31, 1997, and June 30, 1997, respectively. Options
to purchase 611,462 shares of common stock were outstanding on June 30, 1998.
A total of 3,284,962 shares of common stock were reserved at June 30, 1998:
117,525 shares for the conversion of preferred stock and 3,167,437 shares for
stock options.
The corporation has adopted a shareholder rights plan which, under
certain circumstances, will give the holders of the corporation's common
stock the right to purchase shares of its preferred stock or other
securities. The rights will become exercisable if a person or entity acquires
20% or more of the corporation's voting stock, unless it is acquired pursuant
to an offer for all outstanding shares of common stock at a price and on
terms determined by the Board of Directors to be adequate and in the best
interests of the corporation and its shareholders.
If the rights become exercisable, the holder of each share of common
stock, except the person or entity acquiring 20% or more of the voting stock,
will have the right to receive upon exercise that number of one one-
hundredths share of preferred stock equal to the number of shares of common
stock having a market value of two times the exercise price of the right, to
the extent available, and then an equal number of an equivalent security.
Pursuant to recent amendments to the plan, the exercise price for each right
is now $450.00.
The corporation may redeem the rights, at its option, at any time prior
to the date they become exercisable. The rights expire on August 8, 2008. As
of June 30, 1998, each outstanding share of common stock had 4/9ths of a
right attached thereto.
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)
8. EARNINGS PER SHARE
Earnings per share computations are as follows (in thousands, except per
share data):
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
------- ------- ------- -------
Basic:
Average common shares outstanding 51,843 49,900 51,835 49,229
======= ======= ======= =======
Net income $32,444 $31,353 $63,986 $60,750
Preferred stock dividends 9 11 18 21
------- ------- ------- -------
Net income applicable to
common stock $32,435 $31,342 63,968 60,729
======= ======= ======= =======
Net income per share of common stock $ .63 $ .63 $ 1.23 $ 1.23
======= ======= ======= =======
Diluted:
Average common shares outstanding 51,843 49,900 51,835 49,229
Dilutive effect of stock options 157 135 157 126
Conversion of preferred stock 118 139 122 140
------- ------- ------- -------
Total average common shares 52,118 50,174 52,114 49,495
======= ======= ======= =======
Net income $32,444 $31,353 $63,986 $60,750
======= ======= ======= =======
Net income per share of common stock $ .62 $ .63 $ 1.23 $ 1.23
======= ======= ======= =======
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTERLY RESULTS
Net income for the second quarter increased 3% to $32.444 million
compared to the $31.353 million earned in the prior year's second quarter.
However, the higher average number of shares outstanding in 1998, occasioned
by the acquisition of Premier Bankshares Corporation, caused diluted earnings
per share to decline slightly to $.62 per share compared to the $.63 earned
in the prior year. The return on average assets for the quarter declined
seven basis points to 1.40% compared to 1.47% in the 1997 second quarter, and
the return on average shareholders' equity declined 123 basis points to
12.51% compared to 13.74% in 1997.
For the first six months, net income of $63.986 million was up 5%
compared to the $60.750 million earned in the first six months of 1997.
Earnings per share was unchanged at $1.23 in both periods due to the higher
number of shares outstanding in 1998 as a consequence of the Premier
13
acquisition. The return on average assets for the first six months declined
five basis points to 1.40% compared to the first half of 1997, while the
12.44% return on average shareholders' equity declined 110 basis points from
the 13.54% earned in 1997. All per share amounts have been adjusted to
reflect the three-for-two stock split in September 1997.
Late in the second quarter, First Virginia completed the acquisition of
five offices with $88 million in deposits and $58 million in loans from a
competitor on Maryland's Eastern Shore, augmenting the earlier acquisition of
seven offices with $150 million in deposits in the first quarter. Combined
with existing offices, these acquisitions give the corporation a sizeable
presence in this growing market. Also during the second quarter, the
corporation sold seven offices with approximately $48 million in deposits in
Maryland's Montgomery and Baltimore counties at a gain of $2.081 million.
The combination of this sale and purchase is a result of a continual process
of evaluating the corporation's branch network to enhance profitability,
market share and the prospects for future growth. In the prior year's second
quarter, the corporation completed the acquisition of Premier Bankshares
Corporation (Premier), which added 36 branches and approximately $750 million
in assets.
Average loans during the second quarter of $5.890 billion declined
slightly compared to the $5.901 billion in the first quarter as low interest
rates for real estate loans induced many consumers to refinance existing real
estate loans and consolidate home equity loans into new first trust real
estate loans. Since the corporation does not participate heavily in the
first trust residential real estate loan market, this has resulted in a high
level of payoffs which has tempered otherwise strong loan growth. First
Virginia's largest component of loans is for automobile financing, which
experienced a 13.4% annualized rate of growth in the second quarter with new
loan production reaching an all-time high in June. The implementation of
several new automated systems in this area keeps the company at the forefront
of technological delivery and servicing. Over the past year, the corporation
has been consolidating the origination and servicing functions of this
product line to achieve increased sales penetration and cost efficiencies.
Total deposits increased 3% to $7.896 billion at June 30, 1998, compared
to $7.676 billion at June 30, 1997. Average deposits rose to $7.823 billion
compared to $7.639 billion in the first quarter, for a 10% annualized rate of
increase. Consumer frustrations with recent bank mergers in Virginia have
resulted in a significant increase in new account activity for the
corporation's banking subsidiaries, particularly in lower-cost demand and
interest checking accounts. At June 30, 1998, total assets were $9.377
billion, a 4% increase over the prior year's second quarter balance of $9.055
billion.
The net interest margin continued to show strength, rising five basis
points to 5.19% in the second quarter compared to 5.14% in the first quarter.
This level is significantly higher than the corporation's peer group of banks
and comes at a time when most organizations are experiencing declines in
their margins. The margin benefitted from a three basis point decrease in
the cost of funds compared to the first quarter, as the funding mix moved
more to lower-cost transaction and savings accounts. In addition, the yield
on earning assets increased two basis points resulting from higher loan
yields and fee income on loans. First Virginia derives 80% of its revenues
from net interest income, and although it continues to maximize income from
14
this source, the corporation is also increasing income from noninterest
sources. Noninterest income in the second quarter increased 17% compared to
the prior year's second quarter including the gain on the sale of the
branches in Montgomery and Baltimore counties, Maryland. Excluding the
impact of this gain, noninterest income increased 8% compared to the prior
year, led by a 14% increase from trust and asset management services and a
17% increase from electronic banking services. Service charge income on
deposits increased 5%, and income from the corporation's insurance agency
activities increased 23%, offset by a decline in income from credit life
insurance.
Asset quality improved over its already excellent levels as
nonperforming assets declined 23% from a year ago. Total nonperforming
assets at June 30, 1998, were $20.384 million representing a record low .34%
of outstanding loans, compared to $26.324 million and .44% of outstanding
loans as of June 30, 1997. Annualized net charge-offs rose two basis points
compared to the first quarter of 1998 to .36%, and for the first six months,
net charge-offs were .35%, up five basis points compared to the first six
months of 1997. The provision for loan losses increased 15% to $6.055
million compared to the prior year's second quarter, as a result of the
higher level of net charge-offs. At June 30, 1998, the allowance for loan
losses equaled 1.15% of outstanding loans, unchanged from the prior year's
second quarter and covers annualized net charge-offs 3.31 times. Loans past
due 90 days or more declined slightly from the end of the first quarter to
$14.398 million, and represented .24% of outstanding loans at June 30, 1998.
A summary of nonperforming and delinquent loans is as follows:
1998 1997
------- -------
(Dollars in thousands)
Nonaccruing loans $13,476 $15,781
Restructured loans 2,262 4,968
Foreclosed real estate 4,646 5,575
------- -------
Total $20,384 $26,324
======= =======
Percentage of total loans .34% .44%
======= =======
Loans past due 90 days or more $14,398 $12,213
======= =======
Percentage of total loans .24% .20%
======= =======
Noninterest expenses increased 10% over the prior year's second quarter,
primarily reflecting the increases in expenses caused by the purchase of
seven offices in the first quarter of 1998, and the inclusion of a full
quarter's expenses for Premier Bankshares Corporation, acquired in late May
1997 and accounted for as a purchase at that time. The efficiency ratio
continued to improve, declining to 56.4% in the second quarter compared to
the 57.0% achieved in the first quarter.
15
Total shareholders' equity increased to $1.043 billion at June 30, 1998,
compared to $1.030 billion at June 30, 1997. The Tier 1 leverage ratio of
9.36% declined 23 basis points from the 9.59% level posted in the second
quarter of 1997. The Board of Directors increased the quarterly dividend
rate by two cents per share for the current quarter, marking the 22nd
consecutive year of dividend increases. No shares were repurchased during
the first half of 1998 under the corporation's share repurchase program.
There are 3.267 million remaining shares authorized under the corporation's
current share repurchase program.
First Virginia's rate of return on shareholders' equity is lower in
comparison to other banking companies as a consequence of the high level of
capital that the corporation maintains. Banking is still a cyclical business
and the benefits of a strong capital position are critical when the cycle
changes to one less advantageous than it is today. There are many signs of
deterioration in credit standards in the banking industry and lenders
extending credit at rates and terms inconsistent with the risks assumed.
First Virginia remains committed to maintaining the high quality of its
assets, acknowledging that this will temporarily affect the rate of growth in
assets and earnings of the company. In the long run First Virginia's
performance has been consistently excellent, and its other ratios continue to
rank among the best of all banks in the industry.
YEAR 2000
The Year 2000 Issue is the result of computer programs using two digits
rather than four to define the applicable year. Any of the corporation's
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
First Virginia began preparing its computer systems and applications for
the Year 2000 in 1993. This process involves modifying or replacing the
corporation's affected hardware and software as well as ensuring that
external service providers, significant vendors and customers are taking the
appropriate action to remedy their Year 2000 issues. Management expects to
have substantially all of the system and application changes completed by the
end of 1998 and believes that its level of preparedness is appropriate.
First Virginia estimates that the total cumulative cost of the project
will be approximately $23.9 million of which $13.0 million has already been
expended. This includes both internal and external personnel costs related
to modifying the systems, as well as the cost of purchasing or leasing
hardware or software. Purchased hardware and software will be capitalized in
accordance with normal policy. Personnel and all other costs related to the
project are being expensed as incurred. These costs are not expected to have
a material effect on the corporation's results of operations.
The costs of the project and the expected completion dates are based on
management's best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources and other factors. However, there can be no guarantee that these
estimates will be achieved, and actual results could differ materially from
those anticipated. Specific factors that could influence the results may
16
include, but are not limited to, the availability and cost of personnel
trained in this area, the ability to locate and correct all relevant computer
codes, and similar uncertainties.
FORWARD-LOOKING STATEMENTS
Certain statements in this discussion may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown risks
including, but not limited to, changes in general economic and business
conditions, interest-rate fluctuations, competition within and without the
banking industry, new products and services in the banking industry, risks
inherent in making loans, including repayment risks and fluctuating
collateral values, changing trends in customer profiles and changes in laws
and regulations applicable to the corporation. Although the corporation
believes that its expectations with respect to the forward-looking statements
are based upon reasonable assumptions within the bounds of its knowledge of
its business and operations, there can be no assurance that actual results,
performance or achievements of the corporation will not differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements.
17
AVERAGE BALANCES AND INTEREST RATES (Unaudited)
(Dollars in thousands)
Three Months Ended June 30
1998
------------------------------
Interest
Average Income/
Balance Expense Rate
---------- --------- -------
Interest-earning assets:
Investment securities-available for sale:
U.S. Government and its agencies $ 12,805 $ 177 5.54%
Other 10,626 54 2.05
Investment securities-held to maturity:
U.S. Government and its agencies 1,859,369 28,162 6.07
State and municipal obligations
(Fully taxable-equivalent basis) 146,898 2,641 7.19
Other (Fully taxable-equivalent basis) 1,261 18 5.67
---------- --------
Total investment securities 2,030,959 31,052 6.12
---------- --------
Loans, net of unearned income:
Installment 3,960,195 86,463 8.78
Real estate 1,028,486 23,038 8.96
Other (Fully taxable-equivalent basis) 901,647 20,106 9.02
---------- --------
Total loans 5,890,328 129,607 8.81
---------- --------
Mortgage loans held for sale 16,595 330 7.96
Money market investments 508,896 7,073 5.58
Other earning assets 21,882 368 6.74
---------- --------
Total earning assets and income $8,468,660 168,430 7.97
========== --------
Interest-bearing liabilities:
Interest checking/savings plan $1,407,157 5,019 1.43
Money market accounts 865,344 7,428 3.44
Savings deposits 1,155,942 6,609 2.29
Consumer certificates of deposit 2,458,894 30,408 4.97
Large denomination
certificates of deposit 421,341 5,679 5.41
---------- --------
Total interest-bearing deposits 6,308,678 55,143 3.51
Short-term borrowings 287,503 3,427 4.78
Long-term indebtedness 3,799 88 9.31
---------- --------
Total interest-bearing liabilities
and interest expense $6,599,980 58,658 3.56
========== --------
Net interest income and net interest margin $109,772 5.19%
========
Other average balances:
Demand deposits $1,514,818
Common shareholders' equity 1,036,666
Total shareholders' equity 1,037,212
Total assets 9,274,741
18
AVERAGE BALANCES AND INTEREST RATES (Continued) (Unaudited)
(Dollar amounts in thousands)
Three Months Ended June 30
1997
------------------------------
Interest
Average Income/
Balance Expense Rate
---------- --------- -------
Interest-earning assets:
Investment securities-available for sale:
U.S. Government $ - $ - - %
Investment securities-held to maturity:
U.S. Government & its agencies 1,770,853 27,204 6.16
State and municipal obligations
(Fully taxable-equivalent basis) 147,981 2,576 6.96
Other (Fully taxable-equivalent basis) 1,088 32 11.88
---------- --------
Total investment securities 1,919,922 29,812 6.15
---------- --------
Loans, net of unearned income:
Installment 3,655,722 79,867 8.76
Real estate 1,095,916 24,073 8.79
Other (Fully taxable-equivalent basis) 858,868 19,417 9.03
---------- --------
Total loans 5,610,506 123,357 8.82
---------- --------
Mortgage loans held for sale 13,209 302 9.16
Money market investments 292,726 3,968 5.44
Other earning assets 21,357 348 6.53
---------- --------
Total earning assets and income $7,857,720 157,787 8.02
========== --------
Interest-bearing liabilities:
Interest checking/savings plan $1,327,813 5,832 1.76
Money market accounts 724,151 5,341 2.96
Savings deposits 1,149,710 6,518 2.27
Certificates of deposit:
Consumer 2,366,692 28,982 4.92
Large denomination 369,737 4,965 5.39
---------- --------
Total interest-bearing deposits 5,938,103 51,638 3.49
Short-term borrowings 250,576 2,943 4.71
Long-term indebtedness 3,512 65 7.46
---------- --------
Total interest-bearing liabilities
and interest expense $6,192,191 54,646 3.54
========== --------
Net interest income and net interest margin $103,141 5.23%
========
Other average balances:
Demand deposits $1,340,773
Common shareholders' equity 912,067
Total shareholders' equity 912,709
Total assets 8,532,192
19
AVERAGE BALANCES AND INTEREST RATES (Continued) (Unaudited)
(Dollars in thousands)
Six Months Ended June 30
1998
------------------------------
Interest
Average Income/
Balance Expense Rate
---------- --------- -------
Interest-earning assets:
Investment Securities-available for sale:
U.S. Government and its agencies $ 8,915 $ 245 5.55%
Other 10,423 128 2.45
Investment Securities-held to maturity:
U.S. Government and its agencies 1,744,632 52,722 6.07
State and municipal obligations
(Fully taxable-equivalent basis) 150,760 5,404 7.17
Other (Fully taxable-equivalent basis) 1,404 42 5.99
---------- --------
Total investment securities 1,916,134 58,541 6.14
---------- --------
Loans, net of unearned income:
Installment 3,972,889 172,993 8.78
Real estate 1,027,211 45,192 8.80
Other (Fully taxable-equivalent basis) 895,708 39,405 8.92
---------- --------
Total loans 5,895,808 257,590 8.78
---------- --------
Mortgage loans held for sale 15,884 598 7.53
Money market investments 529,837 14,436 5.49
Other earning assets 21,670 735 6.79
---------- --------
Total earning assets and income $8,379,333 331,900 7.96
========== --------
Interest-bearing liabilities:
Interest checking/savings plans $1,391,989 10,266 1.49
Money market accounts 839,815 14,185 3.41
Savings deposits 1,147,106 13,059 2.30
Consumer certificates of deposit 2,455,039 60,500 4.97
Large denomination
certificates of deposit 426,439 11,285 5.34
---------- --------
Total interest-bearing deposits 6,260,388 109,295 3.52
Short-term borrowings 280,421 6,638 4.77
Long-term indebtedness 3,264 135 8.29
---------- --------
Total interest-bearing liabilities
and interest expense $6,544,073 116,068 3.58
========== --------
Net interest income and net interest margin $215,832 5.16%
========
Other average balances:
Demand deposits $1,471,576
Common shareholders' equity 1,027,915
Total shareholders' equity 1,028,475
Total assets 9,169,537
20
AVERAGE BALANCES AND INTEREST RATES (Continued) (Unaudited)
(Dollar amounts in thousands)
Six Months Ended June 30
1997
------------------------------
Interest
Average Income/
Balance Expense Rate
---------- --------- -------
Interest-earning assets:
Investment securities-available for sale:
U.S. Government $ - $ - - %
Investment securities-held to maturity:
U.S. Government & its agencies 1,727,495 52,546 6.12
State and municipal obligations
(Fully taxable-equivalent basis) 142,361 4,891 6.87
Other (Fully taxable-equivalent basis) 949 47 9.96
---------- --------
Total investment securities 1,870,805 57,484 6.11
---------- --------
Loans, net of unearned income:
Installment 3,616,765 156,439 8.72
Real estate 1,038,627 45,317 8.73
Other (Fully taxable-equivalent basis) 819,410 36,580 8.96
---------- --------
Total loans 5,474,802 238,336 8.76
---------- --------
Mortgage loans held for sale 11,391 468 8.22
Money market investments 327,367 8,674 5.34
Other earning assets 20,356 677 6.66
---------- --------
Total earning assets and income $7,704,721 305,639 7.95
========== --------
Interest-bearing liabilities:
Interest checking/savings plan $1,309,741 11,545 1.78
Money market accounts 719,997 10,562 2.96
Savings deposits 1,128,726 12,673 2.26
Consumer certificates of deposit 2,313,180 56,427 4.92
Large denomination
certificates of deposit 360,182 9,404 5.27
---------- --------
Total interest-bearing deposits 5,831,826 100,611 3.48
Short-term borrowings 240,962 5,534 4.63
Long-term indebtedness 3,639 108 5.95
---------- --------
Total interest-bearing liabilities
and interest expense $6,076,427 106,253 3.53
========== --------
Net interest income and net interest margin $199,386 5.17%
========
Other average balances:
Demand deposits $1,294,720
Common shareholders' equity 896,630
Total shareholders' equity 897,274
Total assets 8,353,253
21
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
a) An Annual Meeting of the Shareholders was held on Friday,
April 24, 1998. Proxies for the meeting were solicited pursuant to
Regulation 14 under the Act.
b) There was no solicitation in opposition to the management nominees as
listed in the proxy statement and all such nominees were elected. The
following directors were elected at the meeting:
Management nominee: Common Preferred Total
Edward L. Breeden,III. Stock Stock Stock
==================== ----------- ------- -----------
Votes for:
Individual votes 19,496,195 25,285 19,521,480
Broker/nominee votes 24,240,965 4,456 24,245,421
----------- ------- -----------
Total management proxy votes for 43,737,160 29,741 43,766,901
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 43,738,723 29,741 43,768,464
Votes withheld:
Individual votes 226,975 245 227,220
Broker/nominee votes 292,137 33 292,170
----------- ------- -----------
Total votes 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
----------- ------- -----------
Shares for a quorum 44,296,947 30,019 44,326,966
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
22
Management nominee: Common Preferred Total
Gilbert R. Giordano Stock Stock Stock
=============== ----------- ------- -----------
Votes for:
Individual votes 19,461,140 25,256 19,486,396
Broker/nominee votes 24,240,965 4,456 24,245,421
----------- ------- -----------
Total management proxy votes for 43,702,105 29,712 43,731,817
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 43,703,668 29,712 43,733,380
Votes withheld:
Individual votes 262,030 274 262,304
Broker/nominee votes 292,137 33 292,170
----------- ------- -----------
Total votes 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
----------- ------- -----------
Shares for a quorum 44,296,947 30,019 44,326,966
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
Management nominee: Common Preferred Total
Eric C. Kendrick Stock Stock Stock
==================== ----------- ------- -----------
Votes for:
Individual votes 19,505,166 25,135 19,530,301
Broker/nominee votes 24,248,690 4,456 24,253,146
----------- ------- -----------
Total management proxy votes for 43,753,856 29,591 43,783,447
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 43,755,419 29,591 43,785,010
Votes withheld:
Individual votes 218,004 395 218,399
Broker/nominee votes 284,412 33 284,445
----------- ------- -----------
Total votes 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
----------- ------- -----------
Shares for a quorum 44,296,947 30,019 44,326,966
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
23
Management nominee: Common Preferred Total
Robert M. Rosenthal Stock Stock Stock
=================== ----------- ------- -----------
Votes for:
Individual votes 19,460,742 25,245 19,485,987
Broker/nominee votes 24,245,240 4,456 24,249,696
----------- ------- -----------
Total management proxy votes for 43,705,982 29,701 43,735,683
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 43,707,545 29,701 43,737,246
Votes withheld:
Individual votes 262 428 285 262,713
Broker/nominee votes 287,862 33 287,895
----------- ------- -----------
Total votes 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
----------- ------- -----------
Shares for a quorum 44,296,947 30,019 44,326,966
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
Management nominee: Common Preferred Total
Robert H. Zalokar Stock Stock Stock
===================== ----------- ------- -----------
Votes for:
Individual votes 19,483,859 25,285 19,509,144
Broker/nominee votes 24,244,267 4,456 24,248,723
----------- ------- -----------
Total management proxy votes for 43,728,126 29,741 43,757,867
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 43,729,689 29,741 43,759,430
Votes withheld:
Individual votes 239,311 245 239,556
Broker/nominee votes 288,835 33 288,868
----------- ------- -----------
Total votes 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
----------- ------- -----------
Shares for a quorum 44,296,947 30,019 44,326,966
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
24
c) Among other matters voted on at the meeting was the following:
i) The appointment of the independent auditors.
Common Preferred Total
Stock Stock Stock
----------- ------- -----------
Votes for:
Individual votes 19,346,022 24,739 19,370,761
Broker/nominee votes 24,386,880 4,438 24,391,318
----------- ------- -----------
Total management proxy votes for 43,732,902 29,177 43,762,079
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 43,734,465 29,177 43,763,642
Votes against:
Individual votes 152,631 160 152,791
Broker/nominee votes 58,120 51 58,171
----------- ------- -----------
Total shares voted 43,945,216 29,388 43,974,604
Votes abstain:
Individual votes 224,517 631 225,148
Broker/nominee votes 88,102 0 88,102
----------- ------- -----------
Total votes received 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
25
ii) The Adoption of the 1998 Stock Incentive Plan
Common Preferred Total
Stock Stock Stock
----------- ------- -----------
Votes for:
Individual votes 16,815,303 22,306 16,837,609
Broker/nominee votes 22,253,940 4,323 22,258,263
----------- ------- -----------
Total management proxy votes for 39,069,243 26,629 39,095,872
Floor vote for - individual/in person 1,176 0 1,176
----------- ------- -----------
Total votes for 39,070,419 26,629 39,097,048
Votes against:
Individual votes 2,249,757 1,184 2,250,941
Broker/nominee votes 1,995,445 133 1,995,578
Floor Vote 387 0 387
----------- ------- -----------
Total shares voted 43,316,008 27,946 43,343,954
Votes Abstain:
Individual vote 658,110 2,040 660,150
Broker/nominee votes 283,717 33 283,750
----------- ------- -----------
Total votes received 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
Shares not present not voted:
Individual votes 5,532,684 26,089 5,558,773
Broker/nominee votes 1,999,375 1,143 2,000,518
----------- ------- ----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
26
iii) Amendment to the Articles of Incorporation
Common Preferred Total
Stock Stock Stock
----------- ------- -----------
Votes for:
Individual votes 18,262,623 23,593 18,286,216
Broker/nominee votes 17,884,518 4,408 17,888,926
----------- ------- -----------
Total management proxy votes for 36,147,141 28,001 36,175,142
Floor vote for - individual/in person 1,563 0 1,563
----------- ------- -----------
Total votes for 36,148,704 28,001 36,176,705
Votes Against:
Individual votes 1,008,743 653 1,009,396
Broker/nominee votes 6,518,645 81 6,518,726
----------- ------- -----------
Total shares voted 43,676,092 28,735 43,704,827
Votes Abstain:
Individual votes 451,804 1,284 453,088
Broker/nominee votes 129,939 0 129,939
----------- ------- -----------
Total votes 44,257,835 30,019 44,287,854
Shares present but not voted 39,112 0 39,112
Shares not present nor voted:
Individual 5,532,684 26,089 5,558,773
Broker/nominee 1,999,375 1,143 2,000,518
----------- ------- -----------
Total shares outstanding 51,829,006 57,251 51,886,257
=========== ======= ===========
27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 - K
----------------------------------
a) Exhibit 3(i) - Articles of Incorporation (Included in original SEC
filing only)
Exhibit 12 - Statement re: Computation of Ratios (Page 29)
Exhibit 15 - Independent Accountants' Review Report (Page 30)
Exhibit 15A - Letter of Acknowledgement from
Independent Accountants (Page 31)
Exhibit 27 - Financial Data Schedules (Page 31)
b) A Form 8-K was not required to be filed during the quarter
ended June 30, 1998.
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 its
principal financial officer thereunto duly authorized.
FIRST VIRGINIA BANKS, INC.
/s/ Richard F. Bowman
August 12, 1998 __________________________
Richard F. Bowman,
Senior Vice President,
Treasurer and
Chief Financial Officer
28
Exhibit 3(i)
FIRST VIRGINIA BANKS, INC.
ARTICLES OF INCORPORATION
(With Amendments through April 24, 1998)
ARTICLE I.
The name of the Corporation is First Virginia Banks, Inc.
ARTICLE II.
The purpose of the Corporation is to acquire, own, manage and dispose of
the capital stock and other securities of banks and other corporations and to
render to such banks and corporations, and to others, such advice and services
as may be permitted by law. In addition, the Corporation shall have the power
to transact any business not prohibited by law or required to be stated in these
Articles of Incorporation.
ARTICLE III.
The Corporation shall have the authority to issue 175,000,000
shares of Common Stock, $1.00 par value, and 3,000,000 shares of Preferred
Stock, $10.00 par value.
A. Voting of Shares. Except as otherwise made mandatory by law, there shall
be no class voting, and each outstanding share regardless of class (whether
Common or Preferred), shall entitle the holder thereof to one vote on each
matter submitted to a vote at any meeting of stockholders.
B. Preemptive Rights. No holders of any class of stock of this Corporation
shall have any preemptive or other preferential right to purchase or subscribe
to (i) any shares of any class of stock of the Corporation, whether now or
hereafter authorized, (ii) any warrants, rights or options to purchase any such
stock, or (iii) any obligations convertible into any such stock or into
warrants, rights or options to purchase any such stock.
C. Preferred Shares Issuable in Series. Authority is expressly vested in the
Board of Directors to divide the Preferred Stock into series and, within the
following limitations, to fix and determine the relative rights and preferences
of the shares of any series so established, and to provide for the issuance
thereof. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes. All shares of the
Preferred Stock shall be identical except as to the following relative rights
and preferences, as to which there may be variations between different series:
1. The rate of dividend, the time of payment, and the dates from which
they shall be cumulative, and the extent of participation rights, if any;
2. The price at and the terms and conditions on which shares may be
redeemed;
3. The amount payable upon shares in event of involuntary liquidation;
4. The amount payable upon shares in event of voluntary liquidation;
5. Sinking fund provisions for the redemption or purchase of shares; and
6. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion.
Prior to the issuance of any shares of a series of Preferred Stock, the
Board of Directors shall establish such series by adopting a resolution setting
forth the designation and number of shares of the series and the relative rights
and preferences thereof, to the extent permitted by the provisions hereof, and
the Corporation shall file in the office of the State Corporation Commission of
Virginia articles of serial designation as required by law, and the Commission
shall have issued a certificate of serial designation.
D. Common Characteristics of All Series of Preferred Stock. Each and every
series of Preferred Stock, now existing or hereafter issued, shall have the
following common characteristics:
1. It shall rank on a parity and be of equal dignity as to dividends and
assets with all other series according to the respective dividend rates and
amounts distributable upon any voluntary or involuntary liquidation of the
Corporation fixed for each such series and without preference or priority of
any series over any other series.
2. It shall have no other dividend rights than those set forth in the
provisions pertaining to dividends for such series contained herein or in any
articles of serial designation.
3. If at any time less than all of a series then outstanding shall be
called for redemption, the shares to be redeemed shall be selected by lot in
such manner as may be determined by the Board of Directors.
4. All shares of a series redeemed or repurchased by the Corporation
shall be canceled in the manner provided by law and shall become authorized and
unissued shares undesignated as to series.
5. On or at any time before the date fixed for redemption of any
Preferred Stock which has been issued, the Corporation shall deposit in trust,
for the account of the holders of the shares to be redeemed, funds necessary for
such redemption with a bank or trust company in good standing doing business in
the State of Virginia, and having capital, surplus and undivided profits
aggregating at least $5,000,000, designated or to be designated in such notice
of redemption. Upon the making of such deposit, then all shares with respect
to the redemption shall, whether or not the certificates therefor shall have
been surrendered for cancellation, be deemed no longer to be outstanding for
any purpose, and all rights with respect to such shares shall thereupon cease
and terminate, except the right of the holders of the certificates for such
shares to receive, out of the funds so deposited in trust, from and after the
date of such deposit, the amount payable upon the redemption thereof, and except
for such right, if any, to convert such shares in the manner prescribed for the
series of which it is a part. At the expiration of three years after the
redemption date, any such moneys then remaining on deposit with such bank or
trust company shall be paid over to the Corporation, free of trust, and
thereafter the holders of the certificates for such shares shall have no claims
against such bank or trust company, but only claims as unsecured creditors
against the Corporation, or against the Commonwealth of Virginia in the event
of escheat by law, for amounts equal to their pro rata shares of the money so
paid over.
ARTICLE IV.
The Corporation may, with the approval of a majority of the
entire Board of Directors, establish, adopt, alter, amend or repeal pension
plans, pension trust, profit-sharing plans, stock-option plans, stock-purchase
plans and other incentive, bonus or deferred compensation plans, for the
officers or employees of the Corporation or its subsidiaries, including
employees who are directors of the Corporation or any subsidiary.
ARTICLE V.
A. The number of directors of the Corporation, not less than 3 and not more
than 30, shall be fixed by the Bylaws and in the absence of a Bylaw fixing the
number, shall be sixteen. Upon the adoption of this Paragraph A, of Article V,
the directors shall be divided into three classes (A, B and C), as nearly equal
in number as possible. The initial term of office for members of Class A shall
expire at the annual meeting of stockholders in 1985; the initial term of office
for members of Class B shall expire at the annual meeting of stockholders in
1986; and the initial term of office for members of Class C shall expire at the
annual meeting of stockholders in 1987. At each annual meeting of stockholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, and shall continue to hold office until their respective successors
are elected and qualified. In the event of any increase in the number of
directors fixed in the Bylaws, the additional directors shall be so classified
that all classes of directors have as nearly equal numbers of directors as may
be possible. In the event of any decrease in the number of directors of the
Corporation, all classes of directors shall be decreased equally as nearly as
may be possible.
B. Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from an increase by not more
than two in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by the affirmative vote of
a majority of the directors then in office, whether or not a quorum. Each
director so chosen shall hold office until the expiration of the term of the
director, if any, whom he has been chosen to succeed, or if none, until the
expiration of the term of the class assigned to the additional directorship to
which he has been elected, or until his earlier death, resignation or removal.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, any director or the
entire Board of Directors may be removed from office at any time, but only the
affirmative vote of the holders of at least four-fifths (80%) of the stock
entitled to vote generally in the election of directors at a meeting called for
that purpose.
C. The affirmative vote of the holders of not less than four- fifths (80%) of
the stock entitled to vote generally in the election of directors shall be
required to amend, or repeal this Article V or adopt any provision inconsistent
with this Article V, or to adopt a Bylaw to fix the number of directors.
ARTICLE VI.
INDEMNIFICATION AND ELIMINATION OF LIABILITY OF
DIRECTORS, ADVISORY DIRECTORS AND OFFICERS
A. The Corporation shall indemnify a person who is or was made a party to any
proceeding, or is threatened to be made a party to any proceeding, including a
proceeding by or in the right of the Corporation, because the person is or was
a director, advisory director, or officer of the Corporation or because, while
a director, advisory director, or officer of the Corporation, the person is or
was serving any other legal entity in any capacity at the request of the
Corporation against all liabilities, fines, penalties, and claims imposed upon
or asserted against the person(including amounts paid in settlement) and
reasonable expenses incurred in the proceeding (including counsel fees), except
such liabilities and expenses as are incurred because of the person's willful
misconduct or knowing violation of the criminal law. The right to indemnify
under this paragraph shall inure to the benefit of heirs, executors and
administrators of such a person. The Corporation may, upon majority vote of a
quorum of disinterested directors, contract in advance to indemnify and advance
the expenses of any director, advisory director, or officer.
B. Unless a determination has been made that indemnification is not
permissible, the Corporation shall make advances and reimbursements for expenses
incurred by a director, advisory director, or officer in a proceeding upon
receipt of an undertaking from the director, advisory director, or officer to
repay the same if it is ultimately determined that the director, advisory
director, or officer is not entitled to indemnification. Such undertaking shall
be an unlimited unsecured general obligation of the director, advisory director,
or officer and shall be accepted without reference to his ability to make
repayment.
C. The Corporation may, to a lesser extent or to the same extent that the
Corporation is required to provide indemnification and make advances and
reimbursements for expenses to its present or former directors, advisory
directors, and officers, provide indemnification and make advances and
reimbursements for expenses to its present or former employees and agents, the
directors, advisory directors, officers, employees and agents of its affiliates,
subsidiaries and predecessor entities, and any person serving in any other legal
entity in any capacity at the request of the Corporation, and may contract in
advance to do so. The determination that indemnification under this paragraph
is permissible, the authorization of such indemnification and the evaluation as
to the reasonableness of expenses in a specific case shall be made as authorized
from time to time by general or specific action of the Board of Directors, which
action may be taken before or after a claim for indemnification is made, or as
otherwise provided by law.
D. In any proceeding brought by a shareholder in the right of the Corporation
or brought by or on behalf of shareholders of the Corporation, no damages may
be assessed against a director, advisory director or officer of the Corporation
arising out of a single transaction, occurrence or course of conduct, provided
that this elimination of liability shall not be applicable if the director,
advisory director or officer engaged in willful misconduct or knowing violation
of the criminal law or of any federal or state securities law.
E. The provisions of this Article shall be applicable from and after its
adoption, even though some or all of the underlying conduct or events relating
to the proceeding with respect to which indemnity is claimed may have occurred
before such adoption. No amendment, modification or repeal of this Article
shall diminish the rights provided hereunder to any person arising from conduct
or events occurring before the adoption of such amendment, modification or
repeal.
F. The Corporation may purchase and maintain insurance to indemnify it against
the whole or any portion of the liability assumed by it in accordance with this
Article and may also procure insurance on behalf of any person who is or was a
director, advisory director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability or expenses
incurred by such person in any such capacity or arising from the person's status
as such, whether or not the Corporation would have the power to indemnify the
person against such liability under the provisions of this Article.
ARTICLE VII.
SERIAL DESIGNATIONS
The first series of Preferred Stock, consisting of 522,500 shares, is
designated as "Series A Preferred Stock." Said series, in addition to the
common characteristics described in section D of ARTICLE III, is issued subject
to the following terms and conditions:
DIVIDENDS: The holders of the Series A Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, yearly dividends
at the rate of 5% per annum, payable quarterly on such dates as the Board of
Directors shall determine, together with proper adjustment for any dividend
period which is less than a full quarter. Such dividends shall be paid
before any dividends are paid upon, or set apart for, the Common Stock of the
Corporation and shall be cumulative from the date of issuance so that if for
any quarterly dividend period dividends at the rate of 5% per annum shall not
have been paid upon or set apart for the Series A Preferred Stock, the
deficiency, with interest thereon at the rate of six percent (6%) per annum on
such dividends as are in arrears, shall be fully paid or set apart for payment
before any dividends shall be paid upon, or set apart for, the Common Stock.
REDEMPTION:
The Corporation shall have no right to redeem the Series A Preferred
Stock until five years after the date on which it is issued. Thereafter, all
or any part thereof may be redeemed at any time at the option of the Board of
Directors upon not less than forty-five nor more than ninety days written
notice of the date fixed for redemption given to the holders thereof in the
manner in which notices of stockholders' meetings are required to be given by
law. The redemption price at any time during the sixth year after such stock
is issued shall be $10.50 per share. Thereafter during the seventh and each
subsequent full year after such stock is issued the redemption price shall be
reduced by 5 cents per share per year until the beginning of the sixteenth full
year after it is issued, after which time it may be redeemed for $10 per share.
In addition the redemption price shall include all unpaid accrued dividends,
with interest thereon at the rate of six percent (6%) per annum on such
dividends as are in arrears, to the date fixed for redemption.
LIQUIDATION:
1. In the event of the voluntary dissolution of the Corporation and the
distribution of its assets to its stockholders, if there is no other series of
Preferred Stock issued or outstanding, then the holders of the Series A
Preferred Stock shall be entitled to receive the then redemption price for their
shares plus all unpaid accrued dividends, with interest thereon at the rate of
six percent (6%) per annum on such dividends as are in arrears, to the date of
payment before any amount shall be paid to the holders of the Common Stock.
2. In the event of the voluntary dissolution of the Corporation and the
distribution of its assets to its stockholders, if there are other series of
Preferred Stock issued and outstanding, then the holders of the Preferred Stock
of all series shall be preferred as to both dividends and assets over the
holders of the Common Stock. In such event the holders of the Series A
Preferred Stock shall be entitled to receive the then redemption price for
their shares plus all unpaid accrued dividends, with interest thereon at the
rate of six percent (6%) per annum on such dividends as are in arrears, to the
date of payment before any amount shall be paid to the holders of the Common
Stock. If, for any reason, there are insufficient assets to pay these amounts
to the holders of the Series A Preferred Stock and to pay the holders of other
series of preferred stock the amounts to which they are also entitled, then the
holders of the Series A Preferred Stock and of such other preferred stock, as
stated aforesaid, shall be paid ratably in proportion to the amounts to which
they are respectively entitled.
3. The provisions hereinabove set forth with regard to a voluntary
dissolution of the Corporation shall also be applicable to an involuntary
dissolution except that the holders of Preferred Stock shall only be entitled
to receive, in addition to dividends and interest, if any, the par value of
their shares in lieu of the then redemption price.
CONVERSION:
1. At the election of the holder, shares of Series A Preferred Stock may
be converted into shares of the Common Stock ($1 par value) of the Corporation
at any time at the following listed Basic Conversion Rates, or at such Adjusted
Conversion Rates as may hereafter be determined by application of the formulae
set forth in paragraph 8, subject to the following listed terms and conditions:
a. Until and including March 31, 1977 (herein called the first
conversion period) the Basic Conversion Rate shall be 1.40 shares of Common
Stock for one share of Series A Preferred Stock;
b. Thereafter, until and including March 31, 1982 (herein called the
second conversion period) the Basic Conversion Rate shall be 1.20 shares of
Common Stock for one share of Series A Preferred Stock;
c. Thereafter for as long as any Series A Preferred Stock shall
remain outstanding (herein called the third conversion period) the Basic
Conversion Rate shall be one share of Common Stock for one share of Series A
Preferred Stock.
2. Any holder of shares of Series A Preferred Stock desiring to convert
the same shall, during regular business hours, deliver the certificate(s)
therefor, properly endorsed, to any transfer agent therefor or to any transfer
agent for the Common Stock of the Corporation, or to the Corporation, if there
be no such transfer agent, together with a notice in writing of his election to
convert the same, and shall receive, in exchange therefor a certificate or
certificates for shares of Common Stock in accordance with the conversion rate
prevailing with respect to shares of Series A Preferred Stock upon the day of
delivery of such notice accompanied by such certificate(s) for the shares of
Series A Preferred Stock to be converted. All shares of Series A Preferred
Stock surrendered for conversion during any day shall be deemed to have been
surrendered together as of the close of business on such day in order that a
single conversion rate as to all of such shares shall be determined after giving
effect to any transactions affecting the conversion rate during or prior to such
day.
3. The right of conversion shall expire as to any shares of Series A
Preferred Stock which shall be called for redemption unless, on or before the
day and hour for the expiration of the right of conversion specified in the
notice of redemption, the certificate(s) representing such shares together with
the notice hereinabove provided for shall have been delivered as provided in
the foregoing paragraph 2. In case of voluntary or involuntary dissolution of
the Corporation all conversion rights applicable to shares of Series A
Preferred Stock shall terminate at 2 P.M. Eastern Standard Time, on the sixtieth
day next following the date on which such dissolution shall have been
authorized by the stockholders of the Corporation, or otherwise ordered, and in
case of such dissolution, the Corporation shall notify the holders of the
Series A Preferred Stock in the same manner that it is required to give notice
of a redemption of such stock that the conversion rights of the shares of Series
A Preferred Stock will terminate, which notice shall specify the date of such
termination and the conversion rate then in effect applicable to the shares of
Series A Preferred Stock.
4. As to any shares of Series A Preferred Stock converted or any shares
of Common Stock issuable on conversion no dividends shall be deemed to have
accrued at the time of conversion and the holders thereof shall only receive
such dividends as they are entitled to receive as holders of record on the
dates dividends are declared.
5. The Corporation shall not be required to issue any fraction of a share
upon conversion of any share or shares of Series A Preferred Stock. If more
than one share of Series A Preferred Stock shall be surrendered for conversion
at one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the total
number of shares of Series A Preferred Stock so surrendered. If any fractional
interest in a share of Common Stock would be deliverable upon conversion, the
Corporation shall make an adjustment therefor in cash unless its Board of
Directors shall have determined to adjust fractional interests by issuance of
scrip certificates or in some other manner. Adjustment in cash shall be made
on the basis of the Current Market Value of one share of Common Stock as that
term is defined in paragraph 8C below.
6. If the holder of any shares of Series A Preferred Stock so surrendered
for conversion shall request that the stock certificate(s) representing the
Common Stock issuable upon such conversion be issued in the name of a person or
names of persons other than the holder of record thereof, such holder shall pay
all stock transfer taxes that may be payable in respect thereof. The
Corporation shall pay all original issue taxes imposed, if any, in respect of
the issuance of Common Stock upon conversion of shares of Series A Preferred
Stock in order that such shares may be issued in the name or names of the
respective holder or holders of record of the shares of Series A Preferred
Stock so surrendered for conversion.
7. No adjustment shall be made in the Basic Conversion Rates, hereinabove
specified, or in any Adjusted Conversion rate which may be in effect at any time
if the Corporation shall (i) issue or sell any shares of its Common Stock or
securities convertible into Common Stock to the public for cash or to the public
or others in consideration for the acquisition by the Corporation or any of its
subsidiaries of all or a portion of the stock or assets of any corporation,
partnership, or proprietorship, for the business purposes of the Corporation,
or (ii) issue or sell any rights to purchase shares of its Common Stock to the
then holders of its Common Stock if, at the same time, similar rights are
offered to the then holders of the Series A Preferred Stock in such a manner
that each of them receives the same rights to purchase shares of Common Stock
that he would have received if he had converted his shares of Series A
Preferred Stock into Common Stock immediately prior to the time such rights
were issued, or (iii) issue or sell any shares of its Common Stock to the
holders of the warrants outstanding on March 24, 1967, which warrants provided
for the sale and purchase of 350,000 shares of Common Stock, or (iv) issue any
shares of its Common Stock to the holders of the options outstanding on March
24, 1967, which options provided for the sale and purchase of 46,500 shares of
Common Stock, or (v) issue any shares of its Common Stock pursuant to its
Incentive Bonus Plan initially approved by the stockholders on April 28, 1966,
or (vi) issue any shares of its Common Stock upon the exercise of rights,
warrants or options, the execution of stock purchase contracts, or the
conversion of convertible securities if, at the time such rights, warrants or
options were issued, such stock purchase contracts entered into, or such
convertible securities were issued the conversion rates then in effect were
adjusted, in the manner hereinafter described in paragraph 8 or if, at that
time, no adjustments in conversion rates were required by the provisions of
paragraph 8.
8. Except as is provided in paragraph 7 above the conversion rates in
effect from time to time shall be subject to adjustments, made to the nearest
one-hundredth share of Common Stock, as follows:
A. If the Corporation shall pay any dividend or make any other distribution
in shares of Common Stock or in securities convertible into Common Stock the
conversion rate for each conversion period in effect immediately prior to such
action shall be proportionately increased so that the holders of the Series A
Preferred Stock shall be able to convert their shares of Series A Preferred
Stock into a number of shares of Common Stock equal to the same percentage of
the shares of Common Stock outstanding immediately after the payment of such
dividend or the making of such distribution into which they could have
converted their shares of Series A Preferred Stock immediately prior to the
payment of such dividend or the making of such distribution. For purpose of
determining the number of shares of Common Stock outstanding both before and
after the payment of such dividend or the making of such distribution all rights
(which term as hereinafter used in the description of the Series A Preferred
Stock shall be deemed to mean rights, warrants or options) and contracts (which
term as hereinafter used in the description of the Series A Preferred Stock
shall be deemed to mean contracts or agreements of any kind) then outstanding
for the purchase of shares of Common Stock and all of the then outstanding
securities issued by the Corporation which are convertible into shares of
Common Stock shall be deemed to have been exercised or converted in the manner
which they could have been exercised or converted immediately prior to the
paying of such dividend or the making of such distribution or, if any of them
could not have been exercised or converted on that date in accordance with
their terms, then such rights, contracts and convertible securities shall be
deemed to have been exercised or converted in the manner which they could be
exercised or converted on the date upon which they first become exercisable or
convertible.
B. If the Corporation shall split the outstanding shares of its Common Stock
into a greater number of shares or combine its outstanding shares of Common
Stock into a smaller number of shares the conversion rates for each conversion
period in effect immediately prior to such action shall be proportionately
increased, in the case of a split, or decreased, in case of a combination, so
that the holders of the Series A Preferred Stock shall be able to convert their
shares of Series A Preferred Stock into a number of shares of Common Stock
equal to the same percentage of the shares of Common Stock outstanding
immediately after the completion of such action into which they could have
converted their shares of Series A Preferred Stock immediately prior to the
taking of such action. For the purpose of determining the number of the shares
of Common Stock outstanding both before and after the taking of such action all
rights, contracts, and convertible securities then outstanding for the purchase
of shares of Common Stock shall be deemed to have been exercised or converted
in the manner which they could have been exercised or converted immediately
prior to such split or combination or, if any of them could not have been
exercised or converted on that date in accordance with their terms, then such
rights, contracts and convertible securities shall be deemed to have been
exercised or converted in the manner which they could be exercised or converted
on the date upon which they first become exercisable or convertible.
C. If the Corporation shall issue any rights or enter into any contracts for
the purchase of shares of its Common Stock, whether or not said rights or
contracts can be exercised or executed immediately, at a price (including the
consideration received for such rights or contracts) which is less than ninety-
five percent of the Current Market Value (as defined below in this paragraph)
of the Common Stock of the Corporation on the date such rights are issued or
such contracts are entered into, the conversion rates for each conversion period
in effect immediately prior to such date shall be increased to an amount
determined by multiplying such conversion rates by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to the date such rights are issued or such contracts entered into plus the
number of additional shares of Common Stock offered for sale pursuant to such
rights or contracts and the denominator of which shall be the number of shares
of Common Stock of the Corporation outstanding immediately prior to such date
plus the number of shares of Common Stock of the Corporation which the
aggregate subscription or purchase price (including the consideration received
for such rights or contracts) of the total number of shares offered pursuant to
said rights or contracts would purchase at the Current Market Value of the
Common Stock of the Corporation at such date. For the purpose of determining
the number of shares of Common Stock of the Corporation outstanding immediately
prior to the issue of such rights or the making of such contracts all
outstanding rights and contracts for the purchase of shares of Common Stock and
all securities issued by the Corporation which are convertible into shares of
Common Stock shall be deemed to have been exercised or converted in the manner
which they could have been exercised or converted immediately prior to the
issuing of such rights or the making of such contracts or, if any then
outstanding rights or contracts or any then outstanding convertible securities
could not have been exercised or converted on that date in accordance with their
terms, then such outstanding rights, contracts and convertible securities shall
be deemed to have been exercised or converted in the manner which they could be
exercised or converted on the date upon which they first become exercisable or
convertible. As used in this paragraph the term Current Market Value at the
date of issue of such rights or making of such contracts shall mean the last
reported sales price per share of the Common Stock of the Corporation on the
American Stock Exchange or the New York Stock Exchange on such date, if the
shares are listed on either of said exchanges, or the mean of the low bid and
high asked price in the over-the-counter market on such day if such shares are
not listed on either of said exchanges.
D. If the Corporation shall issue any rights or enter into any contracts for
the purchase of any security convertible into shares of its Common Stock,
whether or not said rights or contracts can be exercised or executed
immediately, and, on the date such rights are issued or such contracts are made
the price per share of each share of Common Stock of the Corporation into which
such security is initially convertible (including the consideration received for
such rights or contracts) is less than ninety-five per cent of the Current
Market Value of the Common Stock of the Corporation, as defined in paragraph
C above, then the conversion rates for each conversion period in effect
immediately prior to the issue of such rights or the making of such contracts
shall be increased in the manner hereinabove described in paragraph C in the
same manner as if such rights or contracts were rights or contracts to purchase
the number of shares of Common Stock represented by such convertible
securities on the date they are issued, if they are convertible on the date on
which they are issued and, if not, the number of shares of Common Stock
represented by such convertible securities on the date when they first become
convertible.
E. If any rights or contracts to purchase any shares of Common Stock or
convertible securities of the Corporation shall be issued in connection with the
issue or sale of other securities of the Corporation, such rights or contracts
shall be deemed to have been issued or sold without consideration.
F. If the Corporation shall consolidate or merge with another corporation, or
reclassify its Common Stock (other than by way of subdivision or contraction of
outstanding shares of Common Stock) each share of Series A Preferred Stock shall
thereafter be convertible into the number of shares of stock or other
securities or property of the Corporation or of the corporation resulting from
such consolidation, merger, or reclassification, to which the Common Stock of
the Corporation, deliverable upon conversion of shares of Series A Preferred
Stock, would have been entitled, upon such consolidation, merger or
reclassification had the holder of such share of Series A Preferred Stock
exercised his right of conversion in the manner in which it could have been
exercised on the date of such consolidation, merger or reclassification or, if
it could not have been converted on that date, then in the manner in which it
could have first been exercised thereafter, and such shares of Common Stock been
issued and outstanding, and had such holder been the holder of record of such
Common Stock at the time thereof, and lawful provision therefor shall be made
as part of any such consolidation, merger or reclassification.
G. If (i) The Corporation shall declare any dividend payable otherwise than
in cash upon its Common Stock to the holders of its Common Stock, or (ii) The
Corporation shall offer only to the holders of its Common Stock any additional
shares of stock of any class of the Corporation or any right to subscribe
thereto, or (iii) Any capital reorganization, or reclassification of the
capital stock of the Corporation, or consolidation or merger of the
Corporation with another corporation, or sale of all or substantially all of the
assets of the Corporation shall be proposed, then, in any one or more of said
events, the Corporation shall notify the holders of the Series A Preferred Stock
in the same manner that it is required to give notice of the redemption of said
stock prior to the date on which (a) the books of the Corporation shall close,
or a record be taken for such stock dividend or subscription rights, or (b) such
reclassification, reorganization, consolidation, merger or sale, shall take
place, as the case may be. Such notice shall also state the conversion rate
at the time in effect applicable to the shares of Series A Preferred Stock.
H. The Corporation shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the
conversion of shares of Series A Preferred Stock, such number of shares of
Common Stock as, from time to time, shall be sufficient to effect the conversion
of all shares of Series A Preferred Stock from time to time outstanding. The
Corporation, from time to time, shall in accordance with the laws of the
Commonwealth of Virginia, increase the authorized amount of its Common Stock
if at any time the number of shares of Common Stock remaining unissued shall
not be sufficient to permit the conversion of all shares of Series A Preferred
Stock then outstanding.
I. The exercise of the conversion privilege shall be subject to such
regulations not inconsistent with the provisions of this paragraph 8 as may at
any time or from time to time be adopted by resolution of the Board of
Directors, and any resolution so adopted may, at any time or from time to time,
be amended or repealed.
MISCELLANEOUS:
1. There shall be no sinking fund provided for the redemption of shares
of Series A Preferred Stock.
2. The Corporation may not redeem any shares of its Common Stock so
long as any dividends on its Series A Preferred Stock are in arrears.
ARTICLE VIII.
The second series of Preferred Stock, consisting of 84,000 shares, is
designated as "Second Series A Preferred Stock." Said series, in addition to
the common characteristics described in Section D of ARTICLE III, is issued
subject to the following terms and conditions (whenever the words "Identical to
ARTICLE VII" appear next to a subject heading or paragraph(s) thereof, they
shall be taken to mean (i) that the entire contents of the particular heading
or paragraph(s) thereof, as the case may be, are identical to the corresponding
provisions pertaining to "Series A Preferred Stock" set forth in ARTICLE VII
hereof, except that each reference therein to "Series A Preferred Stock" is
changed to "Second Series A Preferred Stock," and (ii) that such corresponding
provisions of ARTICLE VII, with each reference therein to "Series A Preferred
Stock" changed to "Second Series A Preferred Stock," are incorporated herein
verbatim by reference):
DIVIDENDS: All provisions are Identical to ARTICLE VII.
REDEMPTION: All provisions are Identical to ARTICLE VII.
LIQUIDATION: All provisions are Identical to ARTICLE VII.
CONVERSION: Paragraphs 1, 2, 3, 4, 5 and 6 pertaining to
CONVERSION are Identical to ARTICLE VII.
7. No adjustment shall be made in the Basic Conversion Rates, hereinabove
specified, or in any Adjusted Conversion Rate which may be in effect at any time
if the Corporation shall (i) issue or sell any shares of its Common Stock or
securities convertible into Common Stock to the public for cash or to the public
or others in consideration for the acquisition by the Corporation or any of its
subsidiaries of all or a portion of the stock or assets of any corporation,
partnership, or proprietorship, for the business purposes of the Corporation,
or (ii) issue or sell any rights to purchase shares of its Common Stock to the
then holders of its Common Stock if, at the same time, similar rights are
offered to the then holders of the Second Series A Preferred Stock in such a
manner that each of them receives the same rights to purchase shares of Common
Stock that he would have received if he had converted his shares of Second
Series A Preferred Stock into Common Stock immediately prior to the time such
rights were issued, or (iii) issue or sell any shares of its Common Stock to
the holders of the warrants outstanding on February 16, 1968, which warrants
provided for the sale and purchase of 350,000 shares of Common Stock, or (iv)
issue any shares of its Common Stock to the holders of the options outstanding
on February 16, 1968, which options provided for the sale and purchase of
42,500 shares of Common Stock, or (v) issue any shares of its Common Stock
pursuant to its Incentive Bonus Plan initially approved by the stockholders on
April 28, 1966, or (vi) issue any shares of its Common Stock upon the exercise
of rights, warrants or options, the execution of stock purchase contracts, or
the conversion of convertible securities if, at the time such rights, warrants
or options were issued, such stock purchase contracts entered into, or such
convertible securities were issued the conversion rates then in effect were
adjusted, in the manner hereinafter described in paragraph 8 or if, at that
time, no adjustments in conversion rates were required by the provisions of
paragraph 8.
Paragraph 8 and subparagraphs A through I thereunder, inclusive, pertaining
to CONVERSION are Identical to ARTICLE VII.
MISCELLANEOUS: All provisions are Identical to ARTICLE VII.
ARTICLE IX.
The third series of Preferred Stock, consisting of 80,000 shares, is
designated as "Third Series A Preferred Stock." Said series, in addition to the
common characteristics described in section D of ARTICLE III, is issued subject
to the following terms and conditions (whenever the words "Identical to ARTICLE
VII" appear next to a subject heading or paragraph(s) thereof, they shall be
taken to mean (i) that the entire contents of the particular heading or
paragraph(s) thereof, as the case may be, are identical to the corresponding
provisions pertaining to "Series A Preferred Stock" set forth in ARTICLE VII
hereof, except that each reference therein to "Series A Preferred Stock" is
changed to "Third Series A Preferred Stock," and (ii) that such corresponding
provisions of ARTICLE VII, with each reference therein to "Series A Preferred
Stock" changed to "Third Series A Preferred Stock," are incorporated herein
verbatim by reference):
DIVIDENDS: All provisions are Identical to ARTICLE VII.
REDEMPTION: All provisions are Identical to ARTICLE VII.
LIQUIDATION: All provisions are Identical to ARTICLE VII.
CONVERSION: Paragraphs 1, 2, 3, 4, 5 and 6 pertaining to
CONVERSION are identical to ARTICLE VII.
7. No adjustment shall be made in the Basic Conversion Rates, hereinabove
specified, or in any Adjusted Conversion Rate which may be in effect at any time
if the Corporation shall (i) issue or sell any shares of its Common Stock or
securities convertible into Common Stock to the public for cash or to the public
or others in consideration for the acquisition by the Corporation or any of its
subsidiaries of all or a portion of the stock or assets of any corporation,
partnership, or proprietorship, for the business purposes of the Corporation,
or (ii) issue or sell any rights to purchase shares of its Common Stock to the
then holders of its Common Stock if, at the same time, similar rights are
offered to the then holders of the Third Series A Preferred Stock in such a
manner that each of them receives the same rights to purchase shares of Common
Stock that he would have received if he had converted his shares of Third Series
A Preferred Stock into Common Stock immediately prior to the time such rights
were issued, or (iii) issue or sell any shares of its Common Stock to the
holders of the warrants outstanding on October 2, 1968, which warrants provided
for the sale and purchase of 350,000 shares of Common Stock, or (iv) issue any
shares of its Common Stock to the holders of the options outstanding on October
2, 1968, which options provided for the sale and purchase of 38,875 shares of
Common Stock, or (v) issue any shares of its Common Stock pursuant to its
Incentive Bonus Plan initially approved by; the stockholders on April 28, 1966,
or (vi) issue any shares of its Common Stock upon the exercise of rights,
warrants or options, the execution of stock purchase contracts, or the
conversion of convertible securities if, at the time such rights, warrants or
options were issued, such stock purchase contracts entered into, or such
convertible securities were issued the conversion rates then in effect were
adjusted, in the manner hereinafter described in paragraph 8 or if, at that
time, no adjustments in conversion rates were required by the provisions of
paragraph 8.
Paragraph 8 and subparagraphs A through I thereunder, inclusive, pertaining
to CONVERSION are identical to ARTICLE VII.
MISCELLANEOUS: All provisions are Identical to ARTICLE VII.
ARTICLE X.
A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote of holders of a class or series of capital stock of the
Corporation required by law or these Articles, and except as otherwise expressly
provided in Section B of this Article X, a Business Combination (as hereinafter
defined) with or upon a proposal by a Related Person (as hereinafter defined)
shall require the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of the voting stock of the Corporation, voting
together as a single class.
B. When Higher Vote Is Not Required. The provisions of Section A of this
Article X shall not be applicable to a particular Business Combination and such
Business Combination shall require only such affirmative vote as is required by
law and other provisions of the Articles or the Bylaws of the Corporation, if
all of the conditions specified in any one of the following Paragraphs (1), (2)
or (3) are met:
1. Approval by Directors. The Business Combination has been approved
by a vote of a majority of directors, which includes a majority of all the
Continuing Directors (as hereinafter defined); or
2. Combination with Subsidiary. The Business Combination is solely
between the Corporation and a subsidiary of the Corporation; or
3. Price Conditions and Procedures. All of the following conditions have
been met:
a. Such holders shall receive the aggregate amount of (i) cash and
(ii) fair market value (as of the date of the consummation of the Business
Combination) of consideration other than cash, per share of Common or Preferred
in such Business Combination by holders thereof at least equal to the highest
per share price (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Related Person for any shares of such
class or series of stock acquired by it; provided, that if the highest
preferential amount per share of a series of Preferred Stock to which the
holders thereof would be entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Corporation
(regardless of whether the Business Combination to be consummated constitutes
such an event) is greater than such aggregate amount, holders of such series of
Preferred Stock shall receive an amount for each such share at least equal to
the highest preferential amount applicable to such series of Preferred Stock.
b. The consideration to be received by holders of a particular class
or series of outstanding Common or Preferred Stock shall be in cash or in the
same form as the Related Person has previously paid for shares of such class or
series of stock. If the Related Person has paid for shares of any class or
series of stock with varying forms of consideration, the form of consideration
given for such class or series of stock in the Business Combination shall be
either cash or the form used to acquire the largest number of shares of such
class or series of stock previously acquired by it.
c. No Extraordinary Event (as hereinafter defined) occurs after the
Related Person has become a Related Person and prior to the consummation of
the Business Combination.
d. A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (or
any subsequent provisions replacing such Act, rules or regulations) is mailed
to public stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required pursuant to such Act or subsequent
provisions).
C. Certain Definitions. For purposes of this Article X:
1. A "person" shall mean any individual, firm, corporation or other
entity, or a group of "persons" acting or agreeing to act in the manner set
forth in Rule 13d-5 under the Securities Exchange Act of 1934, as in effect on
January 1, 1984.
2. The term "Business Combination" shall mean any of the following
transactions, when entered into by the Corporation, or a subsidiary of the
Corporation, with, or upon a proposal by, a Related Person:
a. the merger or consolidation of the Corporation, or any subsidiary
of the Corporation; or
b. the sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one or a series of transactions) of any assets of the
Corporation or any subsidiary of the Corporation having an aggregate fair
market value of $5,000,000 or more; or
c. the issuance or transfer by the Corporation or any subsidiary of
the Corporation (in one or a series of transactions) of securities of the
Corporation or that subsidiary having an aggregate fair market value of
$5,000,000 or more; or
d. the adoption of a plan or proposal for the liquidation or
dissolution of the Corporation; or
e. the reclassification of securities (including a reverse stock
split), recapitalization, consolidation or any other transaction (whether or not
involving a Related Person) which has the direct or indirect effect of
increasing the voting power, whether or not then exercisable, of a Related
Person in any class or series of capital stock of the Corporation or any
subsidiary of the Corporation; or
f. any agreement, contract or other arrangement providing directly
or indirectly for any of the foregoing.
3. The term "Related Person" shall mean any person (other than the
Corporation, a subsidiary of the Corporation or any profit sharing, employee
stock ownership or other employee benefit plan of the Corporation or a
subsidiary of the Corporation or any trustee of or fiduciary with respect to any
such plan acting in such capacity) that is the direct or indirect beneficial
owner (as defined in Rule 13d-3 and Rule 13d- 5 under the Securities Exchange
Act of 1934, as in effect on January 1, 1984) of five percent (5%) or more than
five percent (5%) of the outstanding capital stock of the Corporation entitled
to vote for the election of directors, and any Affiliate or Associate of any
such person.
4. The term "Continuing Director" shall mean any member of the Board of
Directors who is not affiliated with a Related Person and who was a member of
the Board of Directors immediately prior to the time that the Related Person
became a Related Person, and any person who is not affiliated with the Related
Person and is recommended to be a Continuing Director by a majority of
Continuing Directors who are then members of the Board of Directors.
5. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as in effect on January 1, 1984.
6. The term "Extraordinary Event" shall mean, as to any Business
Combination and Related Person, any of the following events that is not approved
by a majority of all Continuing Directors:
a. any failure to declare and pay at the regular date therefor any
full quarterly dividend (whether or not cumulative) on outstanding Preferred
Stock; or
b. any reduction in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision of the Common Stock); or
c. any failure to increase the annual rate of dividends paid on the
Common Stock as necessary to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any similar transaction that
has the effect of reducing the number of outstanding shares of the Common Stock;
or
d. the receipt by the Related Person, after such Related Person has
become a Related Person, of a direct or indirect benefit (except
proportionately as a shareholder) from any loans, advances, guarantees, pledges
or other financial assistance or any tax credits or other tax advantages
provided by the Corporation or any subsidiary of the Corporation, whether in
anticipation of or in connection with the Business Combination or otherwise.
7. A majority of the Continuing Directors shall have the power to make
all determinations with respect to this Article X, including, without
limitation, determining the transactions that are Business Combinations, the
persons who are Related Persons, the time at which a Related Person became a
Related Person, and the fair market value of any assets, securities or other
property, and any such determinations of such Continuing Directors shall be
conclusive and binding.
D. No Effect on Fiduciary Obligations of Related Persons. Nothing contained
in this Article X shall be construed to relieve any Related Person from any
fiduciary obligation imposed by law.
E. Amendment or Repeal. The affirmative vote of the holders of not less than
eighty percent (80%) of the total voting power of the voting stock of the
Corporation, voting together as a single class, shall be required in order to
amend or repeal this Article X or adopt any provision inconsistent with this
Article X.
ARTICLE XI.
A. The power to adopt, alter, amend or repeal Bylaws shall be vested in the
Board of Directors, which may take such action by the vote of a majority of the
directors present and voting at a meeting where a quorum is present, provided
that if, as of the date such action shall occur, there is a Related Person as
defined in this Article XI of the Articles of Incorporation, such majority shall
include a majority of the Continuing Directors as defined in this Article XI of
the Articles of Incorporation; the stockholders, by the affirmative vote of the
holders of not less than four-fifths (80%) of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, may adopt new Bylaws, or alter, amend
or repeal Bylaws adopted by either the stockholders or the Board of Directors.
In addition, the stockholders may prescribe by the affirmative vote of the
holders of not less than four-fifths (80%) of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors that any Bylaw made by them shall not be
altered, amended or repealed by the Board of Directors.
B. This Article shall not be amended, modified or repealed except by the
affirmative vote of the holders of not less than four-fifths (80%) of the voting
power of all of the then outstanding shares of capital stock of the Corporation
then entitled to vote generally in the election of directors.
C. Certain Definitions. For purposes of this Article XI:
1. A "person" shall mean any individual, firm, corporation or other
entity, or a group of "persons" acting or agreeing to get together in the manner
set forth in Rule 13d-5 under the Securities Exchange Act of 1934, as in effect
on January 1, 1984.
2. The term "Related Person" shall mean any person (other than the
Corporation, a subsidiary of the Corporation or any profit sharing, employee
stock ownership or other employee benefit plan of the Corporation or a
subsidiary of the Corporation or any trustee of or fiduciary with respect to any
such plan acting in such capacity) that is the direct or indirect beneficial
owner (as defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act
of 1934, as in effect on January 1, 1984) of five percent (5%) or more than five
percent (5%) of the outstanding capital stock of the Corporation entitled to
vote for the election of directors, and any Affiliate or Associate of any such
person.
3. The term "Continuing Director" shall mean any member of the Board of
Directors who is not affiliated with a Related Person and who was a member of
the Board of Directors immediately prior to the time that the Related Person
became a Related Person, and any successor to a Continuing Director who is not
affiliated with the Related Persons and is recommended to succeed a Continuing
Director by a majority of Continuing Directors who are then members of the Board
of Directors.
4. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as in effect on January 1, 1984.
ARTICLE XII.
A. A seventh series of Preferred Stock, par value $10.00 per share, is created
as follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series E Participating Preferred Stock," and the number of shares
constituting such series shall be 300,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series E Participating
Preferred Stock to a number less than that of the shares then outstanding plus
the number of shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the Corporation.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series E Participating Preferred Stock in
preference to the holders of shares of Common Stock, par value $1.00 per share
(the "Common Stock"), of the Corporation and any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash
on the first day of January, April, July and October in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series E Participating Preferred Stock in
an amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00, or (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series E Participating Preferred Stock. In the event the Corporation
shall at any time after August 8, 1988 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount to
which holders of shares of Series E Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the Series
E Participating Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series E
Participating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series E Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series E
Participating Preferred Stock unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of shares of
Series E Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series E Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by- share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series E Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed
for the payment thereof.
Section 3. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series E Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series E Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series E Participating Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series E Participating
Preferred Stock except dividends paid ratably on the Series E Participating
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series E Participating
Preferred Stock provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series E Participating Preferred
Stock; or
(iv) purchase or otherwise acquire for consideration any shares of
Series E Participating Preferred Stock or any shares of stock ranking on a
parity with the Series E Participating Preferred Stock except in accordance with
a purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
3, purchase or otherwise acquire such shares at such time and in such manner.
Section 4. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the holders of shares
of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series E Participating Preferred Stock unless, prior
thereto, the holders of shares of Series E Participating Preferred Stock shall
have received per 1/100 share thereof, the greater of the issuance price thereof
or the payment made per share of Common Stock, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series E Liquidation Preference"). Following the
payment of the full amount of the Series E Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series E Participating
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series E Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in subparagraph C below to reflect
such events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock) (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series E Liquidation Preference
and the Common Adjustment in respect to all outstanding shares of Series E
Participating Preferred Stock and Common Stock, respectively, holders of Series
E Participating Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.
(B) In the event there are not sufficient assets available to permit
payment in full of the Series E Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a
parity with the Series E Participating Preferred Stock then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 5. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series E Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series E Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.
Section 6. Redemption. The shares of Series E Participating Preferred
Stock shall not be redeemable.
Section 7. Ranking. The Series E Participating Preferred Stock shall rank
on a parity with all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets.
Section 8. Amendment. The Articles of Incorporation of the Corporation
shall not be further amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series E Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series E
Participating Preferred Stock voting separately as a class.
Section 9. Fractional Shares. Series E Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder in proportion
to such holders' fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series E Participating Preferred Stock.
ARTICLE XIII.
Except as otherwise provided under Article V, Article X and Article XI,
these Articles of Incorporation may be amended by the affirmative vote of a
majority of all votes entitled to be cast by each voting group of the
Corporation entitled to vote on the amendment at a meeting at which a quorum of
each voting group exists.
EXHIBIT 12
FIRST VIRGINIA BANKS, INC.
STATEMENT RE: COMPUTATION OF RATIOS
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
---------- ---------- ---------- ----------
Ratios - Page 10 (In thousands, except per-share data and ratios)
- ----------------
Net Loan Charge-offs (Annualized)
to Average Loans:
Net charge-offs $ 5,318 $ 4,633 $ 10,349 $ 8,268
Average loans $5,890,328 $5,610,506 $5,895,808 $5,474,802
Net Loan Charge-offs
to Average Loans 0.36% 0.33% 0.35% 0.30%
========== ========== ========== ==========
Allowance for Loan Losses
to Period-end Loans:
Allowance for Loan Losses $ 68,533 $ 68,634
Period-end Loans $5,984,827 $5,994,091
Allowance for Loan Losses
to Period-end Loans 1.15% 1.15%
========== ==========
Nonperforming Assets to
Period-end Loans:
Nonperforming Assets:
Non-accruing loans $ 13,476 $ 15,781
Restructured loans 2,262 4,968
Properties acquired by foreclosure 4,646 5,575
---------- ----------
Nonperforming Assets $ 20,384 $ 26,324
---------- ----------
Period-end Loans $5,984,827 $5,994,091
Nonperforming Assets to Period-end Loans: 0.34% 0.44%
========== ==========
Ratios - Pages 16/19
- --------------------
Net Interest Margin:
Net interest income
(Taxable equivalent) $ 109,772 $ 103,141 $ 215,832 $ 199,386
Total average
earning assets $8,468,660 $7,857,720 $8,379,333 $7,704,721
Net interest margin
ratio (Annualized) 5.19% 5.23% 5.16% 5.17%
========== ========== ========== ==========
29
EXHIBIT 15
Independent Accountants' Review Report
Board of Directors
First Virginia Banks, Inc.
We have reviewed the accompanying condensed consolidated balance
sheets of First Virginia Banks, Inc. as of June 30, 1998 and 1997,
the related condensed consolidated statements of income for the
three-month and six-month periods ended June 30, 1998 and 1997, and
the condensed consolidated statements of cash flows and shareholders'
equity for the six-month periods ended June 30, 1998 and 1997. These
financial statements are the responsibility of the Corporation's
management.
We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data, and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying condensed consolidated
financial statements referred to above for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of First Virginia
Banks, Inc. as of December 31, 1997, and the related consolidated
statements of income, shareholders' equity, and cash flows for the
year then ended (not presented herein) and in our report dated
January 20, 1998, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as
of December 31, 1997, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
/S/ Ernst & Young LLP
_____________________
Ernst & Young LLP
Washington, D.C.
July 8, 1998
30
EXHIBIT 15A
ERNST & YOUNG LLP
1225 Connecticut Avenue, N.W.
Washington, D.C. 20036
August 12, 1998
Board of Directors
First Virginia Banks, Inc.
We are aware of the incorporation by reference in Registration
Statement Number 33-30465 on Form S-8 dated June 30, 1997, Post-effective
Amendment No. 1 to Registration Statement Number 33-38024 on Form S-8
dated January 10, 1994, Registration Statement Number 33-51587 on Form S-3
dated December 20, 1993, Registration Statement Number 33-54802 on Form
S-8 dated November 20, 1992, Registration Statement Number 33-31890 on
Form S-3 dated November 1, 1989, Post-effective Amendment Number 2 to
Registration Statement Number 2-77151 on Form S-8 dated October 30, 1987,
and Registration Statement Number 33-17358 on Form S-8 dated September 28,
1987, of our reports dated April 8, 1998 and July 8, 1998, relating to the
unaudited condensed consolidated interim financial statements of First
Virginia Banks, Inc., that are included in its Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
/s/ Ernst & Young LLP
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Ernst & Young LLP
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