SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
FOR QUARTER ENDED March 31, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Transition Period From: To:
Commission File Number: 0-19398
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
- ----------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
Virginia 54-1534067
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization
2101 Parks Avenue
Virginia Beach, Virginia 23451
- -------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(757) 428-9331
----------------
N/A
- --------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year
If Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed
all documents 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: 4,973,312
EXPLANATION OF AMENDMENT
------------------------
10-Q amended to correct Other Borrowings Interest 1997 and Equity Average
Balance 1996 in table on page 9 and also to correct the first line of Other
Expense paragraph on page 10 to reflect that the increase noted occurred
during the first quarter of 1997 instead of 1996.
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
ITEM I
Unaudited Consolidated Statement of Financial
Condition as of March 31, 1997 and December 31, 1996 1
Unaudited Consolidated Statement of Income for
the three months ended March 31, 1997 and 1996. . . 2
Unaudited Consolidated Statement of Cash Flows
for the three months ended March 31, 1997 and 1996. 3 - 4
Unaudited Consolidated Statement of Stockholders'
Equity for the three months ended March 31, 1997. . 5
Notes to Unaudited Consolidated Financial Statements 6
Item II
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . .7 - 11
PART II - OTHER INFORMATION
ITEM 1
Legal Proceedings . . . . . . . . . . . . . . . . . 12
ITEM 2
Changes in Securities . . . . . . . . . . . . . . . 12
ITEM 3
Defaults Upon Senior Securities . . . . . . . . . . 12
ITEM 4
Submission of Matters to a Vote of Security Holders 12
ITEM 5
Other Information . . . . . . . . . . . . . . . . . 12
ITEM 6
Exhibits and Report of Form 8-K . . . . . . . . . . 12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . 13
-i-
PAGE 1
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Dollars in thousands, except share data)
March 31, December 31,
1997 1996
-----------------------------
ASSETS
Cash and amounts due from banks . . . $ 9,729 $ 3,059
Federal funds sold and interest
bearing deposits. . . . . . . . . . 1,668 4,276
Investment securities
Held-to-maturity (approximate fair
value $12,658 and $14,687,
respectively) . . . . . . . . . 12,971 14,943
Available-for-sale . . . . . . . . 11,196 12,853
Mortgage-backed and related securities
Held-to-maturity (approximate fair
value $27,296 and $28,849,
respectively) . . . . . . . . . 28,591 29,764
Available-for-sale, . . . . . . . . 70,661 76,785
Loans receivable, net
Held-for-investment . . . . . . . . 453,445 445,055
Held-for-sale . . . . . . . . . . . 5,032 4,785
Foreclosed real estate, net . . . . . 2,194 2,047
Property and equipment, net . . . . . 5,626 5,642
Accrued income receivable, net. . . . 4,249 4,289
Other assets . . . . . . . . . . . . 2,008 2,640
--------- ---------
$607,370 $606,138
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits . . . . . . . . . . . . . . $411,422 $423,389
Advances from the Federal Home
Loan Bank. . . . . . . . . . . . . 138,110 133,110
Securities sold under agreements
to repurchase. . . . . . . . . . . 11,187 5,015
Advance payments by borrowers
for taxes and insurance. . . . . . 1,850 966
Other liabilities . . . . . . . . . . 3,591 2,831
--------- ---------
566,160 565,311
--------- ---------
STOCKHOLDERS' EQUITY
Serial preferred stock, authorized
5,000,000 shares, no shares issued
or outstanding. . . . . . . . . . . -- --
Common stock, $.01 par value, 10,000,000
shares authorized; 4,972,022 shares
issued and outstanding in 1997
(4,970,307 in 1996) . . . . . . . . 50 50
Capital in excess of par value. . . . 9,354 9,336
Retained earnings - substantially
restricted. . . . . . . . . . . . . 32,126 31,480
Net unrealized (loss) on securities
available-for-sale, net of tax . . (320) (39)
--------- ---------
41,210 40,827
--------- ---------
$607,370 $606,138
========= =========
Notes to Unaudited Consolidated Financial Statements
are an integral part of this statement
PAGE 2
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share data)
For the Three Months
Ended March 31,
1997 1996
------------------------
Interest and fees on loans. . . . . . . . $ 9,727 $ 9,311
Interest on mortgage-backed
and related securities . . . . . . . . 1,776 2,249
Other interest and dividend income. . . . 440 998
------- -------
Total interest income. . . . . . . . . 11,943 12,558
------- -------
Interest on deposits. . . . . . . . . . . 5,141 6,448
Interest on advances from Federal
Home Loan Bank . . . . . . . . . . . . 2,063 2,190
Interest on repurchase agreements . . . . 89 --
------- -------
Total interest expense . . . . . . . . 7,293 8,638
------- -------
Net interest income . . . . . . . . . . 4,650 3,920
Provision for loan losses . . . . . . . 75 --
------- -------
Net interest income after provision
for loan losses 4,575 3,920
------- -------
OTHER INCOME
Gain on sales of loans . . . . . . . . 252 427
Gain on sales of foreclosed
real estate . . . . . . . . . . . . 23 20
Retail banking fees. . . . . . . . . . 266 178
Mortgage loan servicing fees . . . . . 172 185
Other . . . . . . . . . . . . . . . . 74 141
------- -------
787 951
------- -------
OTHER EXPENSES
Salaries and employee benefits. . . . 1,872 1,568
Net occupancy expense . . . . . . . . 745 651
Provision for losses on foreclosed
real estate . . . . . . . . . . . . -- 300
Other net expense of foreclosed
real estate . . . . . . . . . . . . 37 57
Federal deposit insurance premiums. . 104 334
Other . . . . . . . . . . . . . . . . 1,161 1,061
------- -------
3,919 3,971
------- -------
Income before income taxes . . . . . . . 1,443 900
Provision for income taxes. . . . . . . . 548 353
------- -------
Net income $ 895 $ 547
======= =======
Earnings per share. . . . . . . . . . . $ 0.18 $ 0.11
======= =======
Dividend per common share . . . . . . . $ 0.05 $ 0.04
======= =======
Notes to Unaudited Consolidated Financial Statements
are an integral part of this statement
PAGE 3
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
For the Three Months
Ended March 31,
1997 1996
------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . $ 895 $ 547
Adjustments to reconcile net income
to net cash provided by
operating activities
Provision for losses on foreclosed
real estate . . . . . . . . . . -- 300
Depreciation . . . . . . . . . . . 253 231
Amortization of loan discounts,
premiums and fees, net. . . . . (209) (254)
Amortization of other discounts
and premiums, net. . . . . . . . 11 115
Gain on sales of foreclosed
real estate . . . . . . . . . . (23) (20)
Gain on sales of loans . . . . . . (252) (427)
Originations of loans
held-for-sale. . . . . . . . . . (26,608) (29,729)
Proceeds from sales of loans
held-for-sale. . . . . . . . . . 26,613 36,814
Decrease in accrued income
receivable. . . . . . . . . . . 40 353
Decrease in other assets . . . . . 777 3,383
Increase in other liabilities. . . 760 4,628
---------- ----------
Net cash provided by operating
activities . . . . . . . . . . 2,257 15,941
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in loans
receivable. . . . . . . . . . . . (8,311) 15,131
Principal payments received on mortgage-
backed and related securities . . 6,853 7,239
Proceeds from maturities of
investment securities . . . . . . 4,637 6,000
Proceeds from sales of
Securities purchased under agreements
to resell . . . . . . . . . . . -- 55,000
Foreclosed real estate . . . . . 23 511
Property and equipment. . . . . . -- 8
Purchases of
Investment securities
held-to-maturity. . . . . . . . -- (5,854)
Investment securities
available-for-sale. . . . . . . (1,000) --
Property and equipment. . . . . . (237) (481)
Additions to foreclosed
real estate . . . . . . . . . . (17) (13)
-------- --------
Net cash provided by
investing activities. . . . . . . 1,948 77,541
-------- --------
Continued
PAGE 4
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Continued)
For the Three Months
Ended March 31,
1997 1996
-------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in money market
deposit accounts, NOW accounts and
savings deposits. . . . . . . . . . 9,216 (1,360)
Net decrease in time deposits . . . . . (21,183) (21,951)
Proceeds from Federal Home
Loan Bank advances. . . . . . . . . . 39,500 51,500
Payments on Federal Home Loan
Bank advances . . . . . . . . . . . . (34,500) (107,500)
Net increase in securities sold under
agreements to repurchase. . . . . . . 6,172 --
Net increase in advance payments
by borrowers. . . . . . . . . . . . . 884 617
Proceeds from issuance of
common stock. . . . . . . . . . . . . 17 30
Cash dividends paid . . . . . . . . . . (249) (198)
-------- ----------
Net cash used for financing
activities . . . . . . . . . . . . (143) (78,862)
-------- ----------
Increase in cash and cash equivalents . . . 4,062 14,620
Cash and cash equivalents at
beginning of period . . . . . . . . . . . 7,335 8,519
------- ---------
Cash and cash equivalents at end of period$ 11,397 $ 23,139
======= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on deposits . . . . . . . $ 7,478 $ 9,217
Income taxes paid (refunded). . . . . . (567) 1,145
SCHEDULE OF NONCASH INVESTING ACTIVITIES
Real estate acquired in settlement of
loans, net of allowances. . . . . . . $ 130 $ 1,187
Notes to Unaudited Consolidated Financial Statements
are an integral part of this statement
PAGE 5
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except share data)
Net
Unrealized
Gain(Loss) on
Capital in Securities
Common Stock Excess of Available Retained
Shares Amount Par Value for-Sale Earnings Total
------------------------------------------------------------------
Balance,
Dec. 31, 1996 4,970,307 $ 50 $ 9,336 $ (39) $ 31,480 $ 40,827
Net income for the
three months ended
March 31, 1997 -- -- -- -- 895 895
Sale of shares of
common stock to
Employee Stock
Purchase Plan 1,715 -- 18 -- -- 18
Exercise of stock
options for
shares of
common stock -- -- -- -- -- --
Change in net
unrealized
gain (loss) on
securities available-
for-sale, net of tax -- -- -- (281) -- (281)
Cash dividends paid -- -- -- -- (249) (249)
-------- ------- ------- ------- ------- -------
Balance,
March 31, 1997 4,972,022 $ 50 $ 9,354 $ (320) $32,126 $41,210
========= ======= ======= ======= ======= =======
Notes to Unaudited Consolidated Financial Statements
are an integral part of this statement
PAGE 6
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited consolidated financial
statements are prepared in accordance with the
instructions to Form 10-Q and do not include all of the
disclosures and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of the management of Virginia Beach
Federal Financial Corporation (the "Company") the
financial statements reflect all adjustments, consisting
of only normal recurring accruals, necessary to present
fairly the financial position of the Corporation. The
consolidated financial statements include the accounts
of the Company and First Coastal Bank (the "Bank") and
its wholly-owned subsidiaries.
The Notes to the Consolidated Financial Statements of
the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 should be read in conjunction
with this Form 10-Q.
2. Net unamortized premiums on loans and mortgage-backed
securities amounted to $675,000 at March 31, 1997.
Deferred loan fees at March 31, 1997 amounted to
$1,319,000.
3. The results of operations for the three months ended
March 31, 1997 are not necessarily indicative of the
results to be expected for the entire fiscal year or any
other period.
4. In addition to undisbursed loan funds of $31,184,000,
the Bank had outstanding commitments to purchase or
originate $28,454,000 in loans and investment securities
at March 31, 1997. The Company also had outstanding
commitments to sell $12,558,000 in loans and securities
at March 31, 1997.
5. Earnings per share have been computed based on the
weighted average shares outstanding. The weighted
average number of shares used in the computation of
earnings per share was 4,970,890 and 4,959,175 at March
31, 1997 and 1996, respectively. The potential issuance
of shares under the Company's stock option plan does not
have a material dilutive effect on earnings per share.
PAGE 7
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
ASSETS
The Company's total assets at March 31, 1997 were $607 million
which is an increase of $1.2 million or .20% from December 31,
1996. This increase is mainly due to the net effect of a $8.6
million increase in loans receivable and a $4.1 million
increase in cash, federal funds sold, and interest-bearing
deposits. These increases were partially off-set by a $10.9
million decrease in the Bank's securities portfolios and a $.5
million decrease in other assets. The Bank's core capital
ratio increased to 6.7% at March 31, 1997 from 6.6% at
December 31, 1996.
The Company's loan portfolio increased $8.6 million at March
31, 1997, as compared to December 31, 1996, primarily due to
increases in the Bank's construction ($7.6 million),
commercial ($2.6 million), consumer ($1.6 million) and
residential ($1.2 million) portfolios. In addition, the
Bank's commercial real estate and land acquisition portfolios
decreased $4.4 million as compared to December 31, 1996.
The decrease of $10.9 million in the Bank's securities
portfolios at March 31, 1997 as compared to December 31, 1996
was due to the normal repayment and maturity of securities.
The Bank collected $6.9 million in principal on mortgage-
backed and related securities and $4.6 million from maturities
of fixed rate investment securities. These reductions were
offset by the purchase of a $1.0 million fixed rate U.S.
Treasury security. In accordance with Financial Accounting
Standards No. 115 ("FASB115"), the Company has recorded a
reduction to shareholders' equity of $320,000 to reflect a
decrease in the market value of securities classified as
available-for-sale.
NON-PERFORMING ASSETS
Non-performing assets of the Bank comprise delinquent loans on
which income accrual has ceased or is being fully reserved,
and property acquired through foreclosure or repossession.
Non-performing assets totaled $6.4 million at March 31, 1997
and $6.2 million, at December 31, 1996.
The delinquent loan component of non-performing assets was
$4.2 million, $4.1 million, and $4.2 million, at March 31,
1997, December 31, 1996 and March 31, 1996, respectively. The
delinquent loans were substantially secured by single-family
residential properties at March 31, 1997.
During the first quarter of 1997, there were no charges to the
foreclosed real estate allowance. There were $300,000 of
charges during the same period in 1996.
The allowance for possible loan losses is maintained for
possible but as yet unidentified loan losses. Allowances for
possible losses on loans and foreclosed real estate are
maintained by the Bank when the collectability of loans is
impaired and the value of the security property has declined
below the outstanding principal balance of the related loan,
or the carrying value of foreclosed real estate has been
impaired. The allowances for possible losses on loans
receivable held-for-investment and foreclosed real estate
totaled $4.5 million and $.2 million, respectively at March
31, 1997. At March 31, 1997, the Bank's allowance for loan
losses was $4.5 million or 0.97% of total loans receivable
held for investment.
PAGE 8
The following table sets forth the Bank's loan receivable and
foreclosed real estate allowance activity for the periods
indicated:
1997 1996
----------------------------
LOANS RECEIVABLE ALLOWANCE
Balance, January 1. . . . . . . . . $4,390,000 $3,968,000
Provision for loan losses . . . . . 75,000 --
Net (charges) recoveries
to the allowance . . . . . . . . (11,000) 41,000
Balance, March 31, . . . . . . . . $4,454,000 $4,009,000
FORECLOSED REAL ESTATE ALLOWANCE
Balance, January 1. . . . . . . . . $ 235,000 $1,599,000
Provision for losses on foreclosed
real estate. . . . . . . . . . . -- 300,000
Net charges to the allowance. . . . -- (75,000)
Balance, March 31,. . . . . . . . . $ 235,000 $1,824,000
PAGE 9
RESULTS OF OPERATIONS: Three Months Ended March 31, 1997
and 1996
NET OPERATING RESULTS
For the three months ended March 31, 1997, the Company earned
$895,000 or $0.18 per share as compared to $547,000 or $0.11
per share for the same period in 1996.
NET INTEREST INCOME
Net interest income during the quarter ended March 31,1997 was
$4.7 million as compared to $3.9 million during the same
period of 1996. The net interest margin for the quarter ended
March 31, 1997 was 3.12% as compared to 2.43% during the first
quarter of 1996.
The following table sets forth the weighted average yields
earned on the Company's assets, the weighted average interest
rates paid on the Company's liabilities, and the net yield on
average interest earning assets for the periods indicated.
Average balances are determined on a daily basis and
nonperforming loans are included in the average loan amount
(dollars in thousands).
For the Three Months Ended March 31,
-----------------------------------------------
1997 1996
-----------------------------------------------
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
-------- ------- ---- ------- -------- -----
Interest earning assets
Loans. . . . . . . . . . $ 455,322 $ 9,727 8.56% $ 434,054 $ 9,311 8.58%
Mortgage-backed and
related securities . . 103,571 1,776 6.86% 134,710 2,249 6.68%
Investment securities
and other earning assets 28,171 440 6.33% 69,656 998 5.77%
--------------------- ---------------------
Total earning assets 587,064 11,943 8.15% 638,420 12,558 7.88%
Nonearning assets . . . . 13,862 17,734
------- -------
Total assets . . . . . 600,926 656,154
======= =======
Interest bearing
liabilities
Time deposits. . . . . . . 296,981 4,252 5.81% 373,623 5,602 6.03%
Interest bearing demand
and other deposits . . . 100,052 889 3.60% 89,675 846 3.79%
FHLB advances. . . . . . . 135,727 2,063 6.16% 135,999 2,135 6.31%
Other borrowings . . . . . 6,818 89 5.34% -- 55 --%
--------------------- ---------------------
Total interest bearing
liabilities . . . . . . 539,578 7,293 5.48% 599,297 8,638 5.80%
Noninterest bearing
liabilities 20,665 15,994
------- -------
Total liabilities . . . . . 560,243 615,291
Equity. . . . . . . . . . . 40,683 40,863
------- -------
Liabilities & equity. . . . 600,926 656,154
======= =======
----- -----
Net interest income . . . . 4,650 3,920
===== =====
----- -----
Interest rate spread. . . . 2.67% 2.08%
===== =====
----- -----
Net yield on earning assets 3.12% 2.43%
===== =====
PAGE 10
OTHER INCOME
Other income during the first quarter of 1997, decreased by
$164,000 or 17.2% compared with the first quarter of 1996
largely due to reduced loan sales activity. The reduced loan
sales resulted from a reduction during the fourth quarter of
1995 in the Company's mortgage origination activities. Gains
on sales of loans were $252,000 for the first three months of
1997 as compared to $427,000 for the same period of 1996. The
table below compares the residential lending production during
the quarter ended March 31, 1997 to the same period in 1996
(in thousands):
For the Quarter Ended
March 31,
-------------------------------
Increase
1997 1996 (Decrease)
-------------------------------
Applications $40,074 $49,620 $ (9,546)
Closings 26,608 29,729 (3,121)
Fundings 23,770 33,334 (9,564)
Ending Pipeline 30,327 43,688 (13,361)
The balance of other income during the quarter ended March
31, 1997 of $535,000 is comparable to the $524,000 earned
during the same period in 1996. However, service charges on
retail deposit accounts have increased by $88,000 or 49.4% as
compared to the 1996 quarter. This increase was substantially
off-set by a reduction of $13,000 in mortgage loan servicing
fees as a result of the normal reduction in the balance of
loans serviced for others through normal repayments and
prepayments.
OTHER EXPENSE
Other expenses, exclusive of the provision for losses on
foreclosed real estate, increased $248,000 or 6.8% during the
first quarter of 1997 as compared to the same period in 1996.
The increase in salary and employee benefits of $304,000 and
the increase in net occupancy expense of $94,000 are the
result of the cost incurred to staff three additional retail
banking offices opened in the second half of 1996 and the
first quarter of 1997. In addition, the first quarter of 1997
includes approximately $194,000 in advertising expense
associated with the change in the name of the Bank. During
the first three months of 1997, the Company recorded no
provision for possible losses on foreclosed real estate
compared with a $300,000 provision for the first three months
of 1996.
The first quarter of 1997 also benefitted from a $230,000
reduction in federal deposit insurance premiums as compared to
the same period in 1996. This decrease is due to the combined
effect of a 16.6 basis point reduction in the premium rate as
a result of the special SAIF assessment during the third
quarter of 1995 and a lower assessment base resulting from
decreased amounts of brokered deposits.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
The Office of Thrift Supervision ("OTS") has established
minimum liquidity requirements for savings associations.
These regulations provide, in part, that members of the
Federal Home Loan Bank System maintain daily average balances
of liquid assets equal to a certain percentage of net
withdrawable deposits and current borrowings (payable in one
year or less). Current regulations require a liquidity level
of at least 5%. The Bank's liquidity ratio at March 31, 1997
was 5.89% and exceeded 5% at each measurement date during the
first three months of 1997.
PAGE 11
REGULATORY CAPITAL STANDARDS
The OTS has established the regulatory capital requirements
for savings institutions. The following table sets forth the
capital position of the Bank in accordance with the
requirements.
Capital Amount as of
Measure March 31, 1997 Requirement Excess
- ---------------------------------------------------------------------------
Tangible $41,354,000 6.7% $ 9,266,000 1.5% $32,088,000 5.2%
Core 41,354,000 6.7% 18,532,000 3.0% 22,822,000 3.7%
Risk-based 45,283,000 12.7% 28,480,000 8.0% 16,803,000 4.7%
PAGE 12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Inapplicable
ITEM 2 - CHANGES IN SECURITIES
Inapplicable
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Inapplicable
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Stockholders was
held on April 30, 1997. Represented at the
meeting in person or by proxy were the
holders of 3,506,769 shares. Entitled to
vote were 4,971,399 shares. Results of the
items voted on were as follows:
ITEM VOTES FOR
-----------------------------------------
1. ELECTION OF DIRECTORS
Edward E. Brickell 3,443,858
Floyd E. Kellam, Jr. 3,443,858
Ivan D. Mapp 3,428,758
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
PAGE 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
May 13, 1997 /s/ John A. B. Davies, Jr.
- ----------------- -------------------------
Date John A. B. Davies, Jr.
Principal Executive Officer
May 13, 1997 /s/ Dennis R. Stewart
- ---------------- --------------------------------
Date Dennis R. Stewart
Principal Financial Officer