Registration No. 33-________
As filed with the Securities and Exchange Commission on October 14, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JEFFERSON BANKSHARES, INC.
Incorporated in the State of Virginia
IRS Employer Identification No.: 54-1104491
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
(804) 972-1100
Robert E. Stroud
418 East Jefferson Street
Post Office Box 1288
Charlottesville, Virginia 22902
(804) 977-2500
(Agent for Service of Process)
Approximate date of commencement of proposed sale to the Public:
November 1, 1994.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If the only securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered in connection with dividend or
interest reinvestment plans, check the following box. [ ]
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering Registration
registered registered per unit * price Fee
Common Stock 1,000,000 $20.00 $20,000,000 $6,896.55
$2.50 par value shares
* Determined under Rule 457(c) based upon the average of the high and low
sales price on October 11, 1994, solely for the purpose of calculating
the registration fee.
CROSS REFERENCE SHEET
Pursuant to Rule 404(a) and Item 501, Regulation S-K, showing the
location in the Prospectus of the answers to items in Part I of Form S-3
Item Number and Caption in
Form S-3 Heading in Prospectus
1. Forepart of the Registration Front Cover; Facing
Statement and Outside Front Page; Cross
Cover Page of Prospectus Reference Sheet
2. Inside Front and Outside Statement of Available
Back Cover Pages of Information; Table of
Prospectus Contents
3. Summary Information, Risk Jefferson
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution Description of the Plan
9. Description of Securities Common Stock
to be Registered
10. Interest of Named Experts Legal Opinion
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Indemnification
Position of Indemnification
for Securities Act Liabilities
PROSPECTUS
[JBI LOGO]
JEFFERSON BANKSHARES, INC.
DIVIDEND REINVESTMENT PLAN
1,000,000 SHARES OF COMMON STOCK
($2.50 Par Value)
This Prospectus describes the Dividend Reinvestment Plan (the
"Plan") of Jefferson Bankshares, Inc. ("Jefferson") as in effect
commencing November 1, 1994. The Plan offers shareholders of record of
Jefferson the opportunity to purchase shares of Jefferson's Common Stock,
$2.50 par value, (the "Common Stock") without payment of commissions
or other charges.
Shares of Jefferson's Common Stock will be purchased either from
Jefferson or in the open market with automatically reinvested dividends
and optional cash contributions. The investment dates are cash dividend
payment dates in January, April, July and October and the last business
day of the other months for shares purchased from Jefferson and on or
within thirty days of those dates for shares purchased in the open
market. Optional cash contributions may be made at any time but may
not be less than $25 per payment nor more than a cumulative $5,000
maximum per quarter.
This Prospectus relates to an aggregate of 1,000,000 authorized
shares of Common Stock of Jefferson registered for sale under the Plan.
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having been
authorized by Jefferson. Neither the delivery of this Prospectus nor
any sale made hereunder will, under any circumstances, create any
implication that there has been no change in the affairs of Jefferson
since the date hereof. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
The date of this Prospectus is November 1, 1994.
STATEMENT OF AVAILABLE INFORMATION
Jefferson is subject to the informational requirements of the
Securities Exchange Act of 1934 and, accordingly, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Commission's public
reference room located at 450 Fifth Street, N.W., Room 1024, Washington,
D. C. 20549; and the public reference facilities in the New York Regional
Office, 26 Federal Plaza, New York, New York 10007; and the Chicago
Regional Office, Everett McKinley Dirksen Building, 219 South Dearborn
Street, Room 1204, Chicago, Illinois 60604. Copies of such material can
be obtained from the Commission at prescribed rates. Jefferson's Common
Stock is traded in the over-the-counter market and quoted in the National
Market System of The Nasdaq Stock Market.
Jefferson will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person,
a copy of any or all documents incorporated herein by reference
(other than exhibits to such documents). See "Incorporation of Certain
Documents by Reference." Written requests should be directed to Investor
Relations, Jefferson Bankshares, Inc., P. O. Box 711, Charlottesville,
Virginia 22902. Telephone requests may be directed to Jefferson
(Investor Relations) at (804) 972-1165.
Required Disclosure for New Hampshire Residents. Neither the fact
that a registration statement or an application for a license has been
filed nor the fact that a security is effectively registered or a person
is licensed constitutes a finding by the director of the office of
securities regulation that any document filed under this chapter
(Chapter 421-B of the New Hampshire Uniform Securities Act) is true,
complete and not misleading. Neither any such fact nor the fact that
an exemption or exception is available for a security or a transaction
means that the director of the office of securities regulation has passed
in any way upon the merits or qualifications of, or recommended or given
approval to, any person, security or transaction. It is unlawful to
make, or cause to be made, to any prospective purchaser, customer or
client any representation inconsistent with the provisions of this
section (Section 421-B:20).
TABLE OF CONTENTS
Item Page Item Page
Jefferson.......................1 Termination of Participation...8
Description of the Plan.........1 Other Information..............9
Purpose......................1 Use of Proceeds.................12
Advantages...................1 Incorporation of Certain
Participation................2 Documents by Reference........12
Administration...............3 Common Stock....................12
Costs .......................5 Experts.........................13
Purchases....................5 Legal Opinion...................13
Optional Cash Contributions..6 Indemnification.................13
Reports to Participants......6
Dividends....................7
Sale of Plan Shares..........7
Certificates.................7
JEFFERSON
Jefferson is a bank holding company organized under the laws
of the Commonwealth of Virginia. Jefferson's executive offices are
located at 123 East Main Street, Charlottesville, Virginia, and
its telephone number is (804) 972-1100. Jefferson's mailing address
is P. O. Box 711, Charlottesville, Virginia 22902.
DESCRIPTION OF THE PLAN
The terms and conditions of the Plan are reviewed in the following
questions and answers. Holders of Jefferson's Common Stock who do
not wish to participate in the Plan will receive cash dividends, if
and when declared, as usual.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of
Jefferson's Common Stock with an attractive way of investing cash
dividends and optional cash contributions in new or issued shares
of Common Stock at a price equal to the market value of such shares
and without payment of any brokerage commission, service charge or
other expense. To the extent that new shares of Common Stock are
purchased from Jefferson, Jefferson will receive additional funds
for its general corporate purposes, including investments in, or
extensions of credit to, Jefferson's banking and nonbanking
subsidiaries (see "Use of Proceeds").
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) Reinvest automatically all or part of their cash dividends
in shares of Common Stock.
(b) Invest additional cash, within specified limits, in shares
of Common Stock.
(c) Avoid charges for brokerage commissions or fees on all
purchases through the Plan.
(d) Invest the full amount of all cash dividends and optional
cash payments since a fractional share is allowed to be
held under the Plan.
(e) Avoid cumbersome safekeeping requirements and record keeping
costs through the free custodial service and reporting
provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate?
All record holders of Jefferson's Common Stock are eligible to
participate in the Plan. Shareholders may participate with respect
to all or less than all of their shares.
Beneficial owners whose shares are registered in names other
than their own (for example, in the name of a broker, bank or other
nominee) must become owners of record by having the number of shares
they wish to have in the Plan transferred into their names.
4. How does an eligible shareholder become a participant?
An eligible shareholder may join the Plan by completing and
signing an Authorization Card and mailing it to the Agent at the
address specified in Question 8. A postage-paid envelope is provided
for this purpose. An Authorization Card is enclosed with this
Prospectus, and additional forms may be obtained at any time by
written request to the Agent or telephone or written request to Jefferson.
A participant in the Plan as in effect immediately before
November 1, 1994, will remain a participant until termination or
sale or transfer of all shares (see Questions 20 and 23).
5. What options are available to shareholders?
By marking the appropriate box on the Authorization Card, a
shareholder of record may choose between the following investment options:
(a) To reinvest automatically cash dividends on all shares of
Common Stock of which you are the owner of record and
also make optional cash contributions in amounts ranging
from a $25 minimum per payment to a cumulative $5,000
maximum per quarter.
(b) To reinvest automatically cash dividends on less than all
of the shares registered in your name (a specified number
of whole shares) and continue to receive cash dividends on
the remaining shares and also make optional cash
contributions in amounts ranging from a $25 minimum per
payment to a cumulative $5,000 maximum per quarter.
Participating shareholders may also choose to have shares
held by the participant or the Agent. All shares held by the Agent
will automatically participate fully in the reinvestment of dividends
(see Question 19). If a participant wants the automatic reinvestment of
dividends on less than all of the shares registered in the participant's
name, then the shares for which the participant does not want automatic
reinvestment must be held by the participant and not the Agent. If those
shares are already held by the Agent, then the participant must request
certificates for such shares and complete a new Authorization Card (see
Questions 22 and 7).
6. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time.
If an Authorization Card specifying reinvestment of dividends
is received by the Agent at least two business days before the record
date established for payment of a particular dividend, reinvestment will
commence with that dividend payment. If the Authorization Card is
received after that date the reinvestment of dividends through the
Plan will begin with the next succeeding dividend.
Dividend payment dates for Jefferson's Common Stock
ordinarily are the last business day of January, April, July and
October. The record date for determining shareholders who receive
dividends normally precedes the payment date by three to four weeks.
7. How can the method of participation be changed after
enrollment?
At any time, record shareholders can change their investment
option by completing a new Authorization Card and returning it to
the Agent. If you elect to participate through the reinvestment of
cash dividends on all shares registered in your name but later decide
to reduce the number of shares on which cash dividends are being
reinvested, an Authorization Card indicating a change of options must
be received by the Agent at least two business days prior to a
particular cash dividend record date in order to stop any reinvestment
of cash dividends paid on the following dividend payment date.
ADMINISTRATION
8. Who administers the Plan for participants?
Jefferson coordinates the administration of the Plan and
The Bank of New York (the "Agent") administers the Plan. In its
capacity as the administrator of the Plan, the Agent acts on behalf of
participants and performs other duties relating to the Plan.
(see Question 10).
The Agent's mailing address is as follows:
Jefferson Bankshares Dividend Reinvestment Plan
c/o The Bank of New York
P. O. Box 1958
Newark, NJ 07101-9794
The Agent may at any time (i) resign by giving sixty days prior
written notice to Jefferson or (ii) be removed by Jefferson upon sixty
days written notice by Jefferson to the Agent. In the event a vacancy
occurs in the office of Agent, Jefferson will appoint a successor
Agent, which may be Jefferson or one of its subsidiaries.
9. How should inquiries about the Plan be handled?
Questions regarding the Plan and your participation should be
addressed to
Jefferson Bankshares, Inc.
Investor Relations Department
P. O. Box 711
Charlottesville, VA 22902-0711
or call (804) 972-1165.
Optional cash contributions, change in names or address,
requests for the sale of shares held in the Plan, requests for
certificates and notices of termination of participation should
be directed to the Agent at the address specified in Question 8.
10. What are the responsibilities of Jefferson and the Agent?
Jefferson will handle investor relations matters including
questions about participation in the Plan. The Agent will handle the
day-to-day administrative matters regarding the Plan. The Agent will
receive all optional cash contributions under the Plan, maintain
continuing records of each participant's account, advise participants
as to all transactions in and the status of their accounts and hold
all shares purchased under the Plan.
All notices to a participant will be addressed to the
participant at the last address of record. The mailing of a notice
to a participant's last address of record will satisfy Jefferson's or
the Agent's duty of giving notice to such participant.
The Agent has no responsibility with respect to the
preparation and contents of the Prospectus. Neither Jefferson nor
the Agent, in administering the Plan, will have any responsibility
beyond the exercise of ordinary care for any reasonable and prudent
actions taken or omitted pursuant to the Plan. The actions for which
their responsibilities will be so limited include, without limitation,
any claim for liability arising out of failure to terminate a
participant's account upon such participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death or
adjudicated incompetency. The Agent will not have any duties,
responsibilities or liabilities, except as expressly set forth in the Plan.
Participants should recognize that neither Jefferson nor the
Agent can provide any assurance that shares purchased under the Plan
will, at any particular time, have a market value that is higher or
lower than their purchase price.
All transactions in connection with the Plan will be governed
by the laws of the Commonwealth of Virginia, except where federal law
specifically governs.
COSTS
11. Are there any expenses to participants in connection
with purchases under the Plan?
Participants will incur no brokerage commissions or service
charges for the purchases made under the Plan. All costs of
administration of the Plan will be paid by Jefferson. If you request
that the Agent arrange for a sale of shares held by the Plan for you,
a brokerage commission, administrative fee and applicable taxes will be
deducted from the proceeds of the sale (see Question 21).
PURCHASES
12. How many shares of Common Stock will be purchased for
participants?
If you become a participant in the Plan, the number of shares
to be purchased will depend on the amount of your dividends and the
amount of optional cash contributions and the market price of the Common
Stock. A participant's account will be credited with that number of
shares, including fractions, equal to the total amount to be invested,
divided by the purchase price per share.
13. What is the source of the shares of Common Stock to be
purchased under the Plan?
At Jefferson's option, purchases will be made either directly
from Jefferson or in the open market or both.
14. When will shares of Common Stock be purchased under the
Plan?
Shares purchased from Jefferson will be purchased on the
dividend payment dates in January, April, July and October and the
last business day of the other months (the "Investment Dates"). Shares
purchased in the open market will be made on or within thirty days of
the Investment Date. The Agent may purchase shares in the open market
over several days within the thirty-day limitation noted above.
Regardless of the actual purchase dates, participants will become
owners of the shares purchased for them under the Plan on the last
day the Agent purchases shares in the open market and credits them to
participant's accounts for which such shares are purchased. For federal
income tax purposes, the holding period will commence on the following
date. The Agent will advise each participant of the date when the
shares are purchased and credited to the participant's account.
15. At what price will shares of Common Stock be purchased
through the Plan?
The price of shares of Common Stock purchased from Jefferson
will be the average of the high and low trade prices of Jefferson's
Common Stock as reported in The Wall Street Journal for the Investment
Date. If there are no trades on the Investment Date, the market value
will be the average of the high bid and the low asked prices of
Jefferson's Common Stock reported in the National Market System of The
Nasdaq Stock Market at the close of trading on the Investment Date.
The price of shares of Common Stock purchased in the open market will
be the average purchase price of all shares purchased with respect
to that Investment Date.
No shares of Common Stock will be purchased from or issued
by Jefferson at less than their par value ($2.50 per share). If the
market price of Common Stock should be less than the par value ($2.50
per share), then all purchases under the Plan will be made in the
open market.
OPTIONAL CASH CONTRIBUTIONS
16. When and how can optional cash contributions be made?
Optional cash contributions should be received by the Agent
from a participant at least five business days prior to an Investment
Date (see Question 14). Those payments will be applied to the purchase
of shares for the account of the participant on that Investment Date.
No interest will be paid on optional cash contributions pending
investment. Optional cash contributions received by the Agent fewer
than five business days before an Investment Date will be held until
the following Investment Date. Jefferson recommends that optional cash
contributions be sent so as to be received shortly before the fifth
business day prior to an Investment Date. You may obtain the return
of any optional cash contribution by written request received by the
Agent at least 48 hours before it is to be invested.
An initial optional cash contribution can be made when you
join the Plan. A check or money order should be made payable to
Jefferson and returned to the Agent along with the Authorization
Card. Thereafter, optional cash contributions may be made through the
tear-off stub attached to your account statement.
17. What are the limitations on making optional cash contributions?
Optional cash contributions can be made by check or money
order. Checks representing optional cash contributions must be drawn
on U.S. financial institutions and payable in U.S. funds to Jefferson.
Items that do not meet these requirements will be returned by the
Agent. Any optional cash contributions you wish to make must be not
less than $25 per payment nor more than a cumulative $5,000 per
quarter. Optional cash contributions need not be in the
same amount each time.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in the Plan?
As soon as practicable after each purchase a participant will
receive a statement showing account information for the current
transaction and all prior transactions for the current calendar
year. The statement will include amounts invested, purchase and sales
prices, the number of shares purchased and sold and the dates of the
transactions. These statements will provide a record of the cost of
purchases under the Plan and should be retained for tax purposes. The
statement contains a tear-off stub that can be used for all transaction
requests. The use of this stub will expedite the handling of your
request.
DIVIDENDS
19. Will participants be credited with dividends on shares held
in their accounts under the Plan?
The Agent will receive the regular dividends (less any amount
of tax withheld) for all Plan shares held on the dividend record date
and credit them to participants' accounts on the basis of whole and
fractional shares held in those accounts. These dividends will be
automatically reinvested in additional shares of Common Stock.
Participants who wish to receive dividends in cash on shares purchased
through the Plan must request certificates for those whole shares so
that they can be registered in their own name (see Question 22).
SALE OF PLAN SHARES
20. How can shares of Common Stock be sold?
You can sell all or part of your shares of Common Stock held
by the Plan in either of two ways. First, you may request certificates
for your whole shares and arrange for the sale of these shares through a
broker-dealer of your choice (see Question 22). Alternatively, you can
request that the Agent sell for you some or all of your shares held by
the Plan. The Agent will sell shares for you through broker-dealers
selected by the Agent in its sole discretion. If you request that the
Agent arrange for the sale of your shares, you will be charged a
commission by the broker-dealer selected by the Agent. The amount of
the commission will vary depending on the broker-dealer selected and
other factors. Shares being sold for you may be aggregated with those
of other Plan participants who have requested sales. In that case, you
will receive proceeds based on the average sales price of all shares
sold, less your pro rata share of brokerage commissions and other
applicable expenses (see Question 21).
21. When will shares of Common Stock be sold; payment of the
proceeds of sale?
The Agent will arrange for the sale of shares in the open
market within five business days after the Agent receives the request
except that sales with respect to requests received fewer than five
business days before an Investment Date will be made in the open market
as promptly as practicable following the Investment Date. Following the
sale, the Agent will send the participant a check representing the
proceeds of sale, less brokerage commissions, a service charge of
$2.50 and any applicable taxes.
CERTIFICATES
22. Will certificates be issued for shares of Common Stock purchased
through the Plan?
Certificates for shares of Common Stock purchased through the
Plan will not be issued to you unless you request them. All shares
credited to your Plan account will be issued to the Agent or its nominee
as your agent. The number of shares credited to your account will be
shown on your account statement. This convenience protects against
loss, theft or destruction of stock certificates and reduces the costs
to be borne by Jefferson.
Should you wish to do so, certificates for shares in your
possession may be sent to the Agent requesting that they be held by
he Plan for safekeeping. In this event, all cash dividends earned on
these shares would be reinvested automatically by the Plan whether or
not such dividends were previously reinvested.
A certificate for any number of whole shares credited to your
Plan account will be issued upon written request. Your written request
should be mailed to the Agent at the address set forth in Question 8.
The use of the tear-off stub attached to your account statement will
help the Agent to expedite a participant's request. The shares will
continue to participate in the Plan until you complete a new
Authorization Card and return it to the Agent (see Question 7).
Certificates for a fractional share will not be issued under any
circumstance.
Shares credited to your account may not be assigned or pledged.
If you wish to assign or pledge the whole shares credited to your account,
you must request that certificates for those shares be issued in your
name.
Plan accounts are maintained in the name in which your
certificates are registered at the time you entered the Plan.
Consequently, certificates for whole shares will be registered in
the same manner when issued to you.
TERMINATION OF PARTICIPATION
23. How can participation in the Plan be terminated?
You can terminate your participation in the Plan at any time
by notifying the Agent in writing at the address set forth in Question 8.
If your notice of termination is received fewer than five
business days prior to the cash dividend record date (normally preceding
the regular cash dividend payment date by about three to four weeks) for
the next regular cash dividend, that cash dividend will be reinvested for
your account. Your account will then be terminated and all subsequent
cash dividends on those shares will be paid to you.
When electing to terminate participation in the Plan, any
optional cash contribution received before the Agent receives your
notice of termination will be invested for your account unless you
specifically request return of the contribution prior to 48 hours
before the next Investment Date.
Additionally, when you terminate participation in the Plan or
if Jefferson terminates the Plan, you may direct the Agent to sell all
whole and fractional shares in your account or receive a certificate for
all whole shares and cash for any fractional share. If notification is
not received by the Agent upon termination of the Plan, certificates for
whole shares credited to your account under the Plan will be issued to
you and a cash payment will be made to you for any fractional share.
24. What happens if a participant in the Plan dies or becomes
legally incapacitated?
Upon receipt by the Agent of notice of death or adjudicated
incompetence of a participant, no further purchases of shares of Common
Stock will be made for the account of such participant. The shares and
cash held by the Plan for the participant will be delivered to the
appropriate person upon receipt of evidence satisfactory to the Agent
of the appointment of a legal representative and instructions from the
representative regarding delivery.
OTHER INFORMATION
25. What happens if a participant sells a portion of the shares
of Common Stock registered in the participant's name?
If you have authorized the reinvestment of cash dividends on
all shares registered in your name and then dispose of a portion of those
shares, the cash dividends on the remaining shares will continue to be
reinvested.
When your authorization specifies reinvestment of cash dividends
on part of the shares registered in your name and then you dispose of
a portion of those registered shares, the cash dividends on the lesser of
(i) the number of shares with respect to which reinvestment of cash
dividends was originally authorized or (ii) all of the shares which
remain in your name, will continue to be reinvested.
26. What happens when a participant sells or transfers all of the
shares registered in his or her name?
If you sell or transfer all shares registered in your name with
respect to which you participate in the Plan, the cash dividends on the
shares credited to your Plan account which remain in the Plan will
continue to be reinvested.
27. If Jefferson has a rights offering, how will rights on the
Plan shares be handled?
In the event Jefferson makes available to holders of Common
Stock rights or warrants to purchase additional shares of Common Stock
or other securities, such rights or warrants will be made available to
participants based on the number of shares (including any fractional
interest to the extent practicable) held in their Plan account on the
record date established for determining the holders of Common Stock
entitled to such rights or warrants.
28. What happens if Jefferson issues a stock dividend or declares
a stock split?
Any stock dividends or split shares distributed by Jefferson
on shares of Common Stock held for your Plan account will be credited
to your account in the Plan.
If you are participating in the Plan with all of your shares,
a stock dividend or split shares distribution will increase automatically
by that amount the number of shares held in your name on which cash
dividends are reinvesting.
If you are participating in the Plan with less than all of
your shares, a stock dividend or split shares distribution will not
change automatically the number of shares on which cash dividends are
reinvesting. To change the number of shares on which cash dividends are
reinvesting, a new Authorization Card must be completed and returned to
the Agent.
In the event of a stock split, stock dividend or other similar
transaction, the number of shares of Common Stock covered by this
Prospectus will be increased accordingly.
29. How will a participant's Plan shares be voted at a meeting of
shareholders?
You will receive a proxy indicating the total number of whole
shares of your Common Stock, including shares of Common Stock registered
in your name and shares of Common Stock credited to your Plan account.
Fractional shares held in your Plan account will not be included within
the proxy and, thus, will not be voted.
If your proxy is returned properly signed and marked for
voting, all the shares covered by the proxy, including those registered
in your name and those held for you by the Plan, will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with
respect to any item thereon, all the shares covered by the proxy,
including those registered in your name and those held for you by the
Plan, will be voted in accordance with the recommendations of the
Board of Directors of Jefferson. If the proxy is not returned, or if
it is returned unexecuted or improperly executed, your shares will be
voted only if you vote in person or, as to an improperly executed proxy,
you resubmit a properly executed proxy.
30. What are the federal income tax consequences of participation
in the Plan?
The following discussion summarizes the principal federal
income tax consequences, under current law, of participation in the
Plan. It does not address all potentially relevant federal income tax
matters, including consequences peculiar to persons subject to special
provisions of federal income tax law. The discussion is based on various
rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans. No ruling, however, has been issued or
requested regarding the Plan. The following discussion is for your
general information only, and you are urged to consult your own tax
advisor to determine the particular tax consequences that may result
from your participation in the Plan and in the disposition of any
shares of Common Stock purchased pursuant to the Plan. It is the
responsibility of participants in the Plan to maintain records
regarding the basis of shares held in the Plan.
When your dividends are reinvested to acquire shares of
Common Stock (including any fractional share), you will be treated
as having received a distribution equal to the amount of cash dividends
otherwise payable to you. In addition, when shares are acquired for
you under the Plan through open market purchases, you will be treated
as having received a distribution in the amount of your allocable
portion of any brokerage commission or other acquisition fees paid by
Jefferson.
The purchase of shares under the Plan with optional cash
contributions will not result in a distribution for federal income tax
purposes unless the purchase is made in the open market. In the case
of open market purchases, you will be treated as having received a
distribution equal to your portion of brokerage commissions and any
other acquisition fees paid by Jefferson. The amount of such
distribution generally will constitute a dividend.
The tax basis of shares acquired from Jefferson through the
Plan will be the fair market value as of the date acquired
(see Question 15). The tax basis of shares acquired in the open market
will be the actual purchase price of such shares, plus the allocable
portion of brokerage commissions and other acquisition fees paid by
Jefferson. The holding period of shares of Common Stock acquired through
the Plan, whether purchased with reinvested dividends or optional cash
contributions, will begin on the day following the date as of which the
shares were purchased for your account.
You will not realize any taxable income when you receive
certificates for whole shares credited to your account, either upon your
written request for such certificates or upon withdrawal from or
termination of the Plan. However, you will recognize taxable gain or
loss (which, for most participants, will be capital gain or loss) when
whole shares acquired under the Plan are sold or exchanged for you and
when you receive a cash payment for a fractional share credited to your
account. The amount of such gain or loss will be the difference between
the amount which you receive for your shares or fractional share (net of
brokerage commissions) and the tax basis thereof.
In the case of foreign participants who elect to have their
cash dividends reinvested and whose dividends are subject to United
States income tax withholding, an amount equal to the cash dividends
payable to such participants less the amount of tax required to be
withheld, will be applied to the purchase of shares of Common Stock
through the Plan. Foreign shareholder participants are urged to consult
their legal advisors with respect to any local exchange control, tax or
other law or regulation which may affect their participation in the
Plan. Jefferson and the Agent assume no responsibility regarding such
laws or regulations and will not be liable for any act or omission in
respect thereof.
31. Who regulates and interprets the Plan?
Jefferson reserves the right to interpret and regulate the Plan
as it considers necessary or desirable.
32. May the Plan be changed or discontinued?
While Jefferson hopes to continue a dividend reinvestment plan
indefinitely, Jefferson reserves the right to suspend, terminate or
modify the Plan at any time. Participants will be notified of any such
suspension, termination or modification.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered
pursuant to the Plan will be used for general corporate purposes of
Jefferson, including investments in or extensions of credit to
Jefferson's banking and nonbanking subsidiaries.
Depending upon the future growth of Jefferson, it may engage in
additional financing to increase the capital of its subsidiaries and
for other general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated by reference Jefferson's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993, the
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994, and the Report on Form 10-C dated April 7, 1994, all
of which have been filed by Jefferson with the Commission.
All documents subsequently filed by Jefferson pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the termination of the offering of the Common Stock
pursuant to the Plan covered by this Prospectus, will be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from the date of the filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference
herein will be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
COMMON STOCK
Jefferson is authorized to issue 32,000,000 shares of Common
Stock, of which 15,202,050 were issued and outstanding as of
September 30, 1994. Jefferson is also authorized to issue 1,000,000
shares of preferred stock, $10.00 par value, in series. No shares of
preferred stock are issued and outstanding. The Board of Directors of
Jefferson could at any time, without additional approval of the holders
of Jefferson's Common Stock, issue either authorized and unissued
hares of preferred stock in series or additional authorized and unissued
shares of Common Stock. There are at present no plans to issue shares
of preferred stock.
Holders of Common Stock are entitled to receive dividends when
and if declared by the Board of Directors of Jefferson out of funds
legally available therefor, but only after payment of all required
dividends on any outstanding preferred stock. Holders of Common Stock
are entitled to cast one vote for each share held of record and are not
entitled to cumulate votes for the election of directors or any other
matter. The holders of Common Stock have voting powers on all matters
requiring approval of shareholders, subject to the voting rights of the
holders of any preferred stock that may be issued and outstanding to the
extent provided in the applicable articles of serial designation or
otherwise pursuant to the Virginia Stock Corporation Act. If Jefferson
were liquidated, after payment of all debts and expenses, the remaining
assets of Jefferson would be distributed to the holders of Common Stock
ratably, subject to the prior payment of any liquidation preferences to
any holders of preferred stock. The holders of Common Stock do not have
preemptive rights to subscribe for any additional securities issued by
Jefferson.
EXPERTS
The consolidated financial statements of Jefferson and subsidiaries
as of December 31, 1993, and 1992 and for each of the years in the
three-year period ended December 31, 1993, incorporated by reference
herein and in the registration statement from Jefferson's 1993 Annual
Report on Form 10-K, have been incorporated herein and in the
registration statement in reliance upon the report (incorporated by
reference herein and in the registration statement) of KPMG Peat
Marwick LLP, independent certified public accountants, and upon the
authority of such firm as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP audits and reports on consolidated
financial statements of Jefferson and subsidiaries issued at future
dates, and consents to the use of their report thereon, such consolidated
financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.
LEGAL OPINION
The validity of the Common Stock issued by Jefferson pursuant to the
Plan has been passed upon for Jefferson by McGuire, Woods, Battle &
Boothe. Members of the firm owned or had authority with respect to
voting or investment of 18,463 shares of Jefferson's Common Stock
as of September 30, 1994.
INDEMNIFICATION
Article VII of Jefferson's Articles of Incorporation and Article 10
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act
authorize indemnification of directors, officers, employees and agents
of Jefferson (except when any such person has been adjudged liable
because of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office); allow
advances of the costs of defending against litigation; and permit the
purchase of insurance on behalf of directors, officers, employees and
agents against liabilities whether or not in the circumstances Jefferson
would have the power to indemnify against such liabilities under the
provisions of the articles or the statute. Jefferson maintains a
policy of directors and officers liability insurance which provides
for the indemnification of directors and officers under certain
circumstances. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
___________________
This Prospectus does not contain all the information set forth in
the registration statement and the exhibits thereto which Jefferson has
filed with the Commission. For further information with respect to
Jefferson and the securities offered hereby, reference is made to the
registration statement and the exhibits thereto.
[JBI LOGO] JEFFERSON BANKSHARES, INC.
DIVIDEND REINVESTMENT PLAN
1,000,000 Shares
Common Stock
($2.50 Par Value)
PROSPECTUS
Dated November 1, 1994
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
It is estimated that the following are the principal expenses which
will be incurred in the issuance and distribution of securities under the
Plan:
Registration of securities $ 6,896.55
Printing and postage $ 6,000
Legal and Accounting Fees $10,000
Administration* $ 4,500
_____________________
* Annual Cost
Item 15. Indemnification of Directors and Officers
See information contained in the Prospectus under the heading
"Indemnification."
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Charlottesville, State of Virginia, on October 14, 1994.
JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE SIGNATURES CAPACITY
October 14, 1994 O. Kenton McCartney President,
Chief Executive Officer,
and Director
October 14, 1994 Allen T. Nelson, Jr. Senior Vice President and
Chief Financial Officer
October 14, 1994 Hovey S. Dabney Chairman of the Board
October 14, 1994 John T. Casteen, III* Director
October 14, 1994 Lawrence S. Eagleburger* Director
October 14, 1994 Hunter Faulconer* Director
October 14, 1994 Fred L. Glaize, III* Director
October 14, 1994 Henry H. Harrell* Director
October 14, 1994 Alex J. Kay, Jr.* Director
October 14, 1994 J. A. Kessler, Jr.* Director
October 14, 1994 W. A. Rinehart, III* Director
October 14, 1994 Gilbert M. Rosenthal* Director
October 14, 1994 Alson H. Smith, Jr.* Director
October 14, 1994 Lee C. Tait* Director
October 14, 1994 H. A. Williamson* Director
*By: William M. Watson, Jr.
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Page
1 Not Applicable
2 Not Applicable
4 (a) Articles of Incorporation of Jefferson Bankshares,
incorporated by reference to Jefferson Bankshares'
1984 Annual Report on Form 10-K.
4 (b) Articles of Amendment to Articles of Incorporation dated
May 7, 1987, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1987.
4 (c) Articles of Amendment to Articles of Incorporation
dated March 23, 1993, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the quarter
ended June 30, 1993.
5 Opinion of McGuire, Woods, Battle & Boothe
8 Not Applicable
12 Not Applicable
15 Not Applicable
23* Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
25 Not Applicable
26 Not Applicable
27 Not Applicable
28 Not Applicable
99 (a) Form of Authorization
99 (b) Agreement with The Bank of New York
* The consent of McGuire, Woods, Battle & Boothe is contained in their
opinion included as Exhibit 5 hereto.