SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X) Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
EAGLE FINANCIAL SERVICES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
EAGLE FINANCIAL SERVICES, INC.
P. O. Box 391
Berryville, VA 22611
Notice of Annual Meeting of Stockholders
The Annual Meeting of Shareholders of Eagle Financial Services, Inc., (the
"Corporation") will be held on Wednesday, April 19, 2000, at Noon at the John H.
Enders Fire Company Social Hall, Berryville, Virginia. The purpose of the
meeting shall be as follows:
1. To elect four (4) directors for terms of three (3) years.
2. To elect one (1) director for a term of one (1) year.
3. To transact such other business as shall properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 17, 2000,
as the record date for determining the shareholders of the Corporation entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
By order of the Board of Directors,
/s/ JAMES W. MCCARTY, JR.
-------------------------
James W. McCarty, Jr.
Vice President, Chief Financial Officer and Secretary
Berryville, Virginia
March 24, 2000
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE
SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING. SHAREHOLDERS
ATTENDING THE MEETING MAY PERSONALLY VOTE ON ALL MATTERS THEN CONSIDERED, AND
ANY PROXIES PREVIOUSLY SUBMITTED BY THEM WILL BE REVOKED.
PROXY STATEMENT
OF
EAGLE FINANCIAL SERVICES, INC.
GENERAL INFORMATION
This Proxy Statement is being furnished to the shareholders of Eagle
Financial Services, Inc. (the "Corporation") in connection with the solicitation
of proxies by the Board of Directors of the Corporation to be voted at the
Annual Meeting of Shareholders to be held on April 19, 2000, at Noon at the John
H. Enders Fire Company Social Hall, Berryville, Virginia, and at any adjournment
thereof.
The cost of solicitation of proxies and preparation of proxy materials
will be borne by the Corporation. Solicitations of proxies will be made by use
of the United States mail and may be made by direct or telephone contact by
employees of the Corporation. Brokerage houses and nominees will be requested to
forward the proxy materials to the beneficial holders of the shares held of
record by these persons, and the Corporation will reimburse them for their
reasonable charges in this connection. Shares represented by duly executed
proxies in the accompanying form received by the Corporation prior to the
meeting and not subsequently revoked will be voted at the meeting. The
approximate date on which this proxy statement, the accompanying proxy card and
Annual Report to Shareholders (which is not part of the Corporation's soliciting
materials) are being mailed to the Corporation's shareholders is March 24, 2000.
The purposes of the meeting are to elect directors, vote upon a proposed
amendment to the Corporation's Articles of Incorporation to increase authorized
Common Stock and to vote on such other business, if any, that may properly come
before the meeting or any adjournment. The Corporation does not know of any
other matters that are to come before the meeting. If any other matters are
properly presented for action, the persons named in the accompanying form of
proxy will vote the proxy in accordance with their best judgment. Each
outstanding share of the Corporation's Common Stock is entitled to one vote on
all matters submitted to shareholders at the meeting. There are no cumulative
voting rights.
Where a shareholder directs in the proxy a choice with respect to any
matter that is to be voted on, that direction will be followed. If no direction
is made, proxies will be voted in favor of the election of the directors and in
the best judgment of Messrs. John F. Milleson, Jr., Lewis M. Ewing and Thomas T.
Byrd on such other business, if any, that may properly come before the meeting
or any adjournment. Any person who has returned a proxy has the power to revoke
it at any time before it is exercised by submitting a subsequently dated proxy,
by giving notice in writing to the Secretary of the Corporation, or by voting in
person at the meeting.
The close of business on March 17, 2000, has been fixed as the record date
for the meeting and any adjournment. As of that date, there were approximately
1,423,797 shares of Common Stock outstanding. As of the record date, and on the
date hereof, no person was known by the Corporation to own beneficially more
than 5% of the outstanding shares of the Corporation's Common Stock. The
directors and executive officers of the Corporation beneficially own in the
aggregate 121,190.0537 shares of the Corporation's Common Stock, representing
8.51% of the amount outstanding on the date hereof.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is structured into three classes
with one class elected each year to serve a three-year term. All nominees are
currently members of the Board. All have consented to be named and have
indicated their intent to serve if elected. Those nominees receiving the
greatest number of votes shall be deemed elected even though they may not
receive a majority. Abstentions and broker non-votes will not be considered a
vote for, or a vote against, a director. The directors who are nominated for a
three-year term at this year's meeting are Marilyn C. Beck, Mary Bruce Glaize
Randall G. Vinson, and James R. Wilkins, Jr. The director nominated for a one-
year term at this year's meeting is John R. Milleson.
1
Information Concerning Directors, Nominees and Executive Officers
The following table sets forth, as of February 15, 2000, certain
information with respect to the directors, nominees for directors, and executive
officers of the Corporation.
Name, Age and Year
First Became Director or Shares of
Officer of the Corporation Principal Common Stock Percent
or previously the Occupation For Beneficially of
Bank of Clarke County Past Five Years Owned Class
- ---------------------- --------------- ------------ -------
John R. Milleson President and CEO of the
Age 43 Corporation; President and CEO,
Director since 1999 CEO, Bank of Clarke County 10,055.9663 (1)(2) .71
John D. Hardesty Partner/Manager, John O.
Age 68 Hardesty & Son, a dairy farming
Director since 1963 operation; Chairman of the
Board of the Corporation,
Chairman of the Board,
Bank of Clarke County 10,640 (1) .75
Marilyn C. Beck President, Lord Fairfax
Age 60 Community College
Director since 1995 1,320 (1) .09
Thomas T. Byrd President and Publisher
Age 53 Winchester Evening Star, Inc.
Director since 1995 5,300 (3) .37
Lewis M. Ewing Retired President and CEO of the
Age 65 Corporation; Retired President and
Director since 1984 CEO, Bank of Clarke County 13,335.1859 (1)(2) .94
Thomas T. Gilpin President, Lenoir City Real
Age 46 Estate Investment
Director since 1986 38,039.2210 (1) 2.67
John F. Milleson, Jr. Chairman of the Board,
Age 71 Loudoun Mutual Insurance Co.
Director since 1979 15,421 (1) 1.07
Robert W. Smalley, Jr. President and CEO, Smalley
Age 48 Package Co., Inc.
Director since 1989 6,027.1806 (1) .42
Randall G. Vinson Pharmacist, Owner Berryville
Age 53 Pharmacy
Director since 1985 10,660.6798 (1) .74
Mary Bruce Glaize Homemaker
Age 44
Director since 1998 509.6202 .04
2
Name, Age and Year
First Became Director or Shares of
Officer of the Corporation Principal Common Stock Percent
or previously the Occupation For Beneficially of
Bank of Clarke County Past Five Years Owned Class
- ---------------------- --------------- ------------ -------
James R. Wilkins, Jr. President, Wilkins'
Age 54 ShoeCenter, Inc.
Director since 1998 9,278.1975 (1) .65
James W. McCarty, Jr Vice President, Secretary
Age 30 of the Corporation; Vice
Officer since 1995 President, Secretary and
Chief Financial Officer
Bank of Clarke County 606.0024 (1)(2) .04
Directors and executive
Officers as a group (12) 121,190.0537 8.51
- ------------------------
(1) Includes shares held jointly with spouse and/or as custodian under the
Virginia Uniform Gifts to Minors Act and/or as trustee under the terms of
certain trusts.
(2) Amounts include shares of the Corporation's Common Stock allocated to
participants and held in trust under the Bank of Clarke County Employee Stock
Ownership Plan (the "ESOP Plan") as of December 31, 1998. As of such date, the
ESOP Plan held 59,683 shares of Common Stock, or 4.19% of the total number of
such shares outstanding. Of the shares of Common Stock held in the ESOP Plan,
4,360.1505 shares were held for the accounts of executive officers. Each
participant in the ESOP Plan has the right to instruct the trustees of the ESOP
Plan with respect to the voting of shares allocated to his or her account. The
trustees, however, may use their discretion in voting any shares for which they
received no instruction.
(3) Includes shares held by Winchester Evening Star, Inc., where the director is
an executive officer of that corporation.
On December 31, 1999, there were 12 individuals in the director and
executive officer category, which includes eleven directors and two officers,
one of whom (the President) is also a director and one of whom is not a
director.
John F. Milleson, Jr., a director of the Corporation, is the father of
John R. Milleson, President and CEO of the Corporation.
Board and Committee Meetings of the Corporation
During 1999, the Board of Directors of the Corporation held seven
meetings. The Corporation has no standing Committees.
3
The directors of the Corporation also serve as directors of the
wholly-owned subsidiary, the Bank of Clarke County (the "Bank"). The Bank's
Board held twelve meetings in 1999, plus one planning conference. During 1999
each director attended greater than 75% of the aggregate number of meetings of
both Board of Directors and the Bank's Board committees of which he or she was a
member. The Bank's Board has established the following committees: Loan, Audit,
Personnel, Marketing and Trust. There is no nominating committee of the Board of
Directors.
The Loan Committee met twenty-two times to review the Bank's lending
practices. The committee consists of Messrs. Byrd, Smalley, Ewing and Milleson.
The Personnel Committee consists of Messrs. Smalley, Milleson and Dr. Beck.
This committee met three in 1999 to review and monitor personnel activities in
the Bank, including compensation.
The Audit Committee met four times in 1999 to review the work of the
Audit Department and to follow up on the examinations performed by the external
auditors and the regulatory authorities. This committee consisted of Messrs.
Byrd, Vinson, Dr. Beck and Mrs. Glaize.
The Trust Committee met twelve times in 1999. The committee is composed
of Messrs. Gilpin, Milleson, Jr., Ewing and Milleson. The purpose of the Trust
Committee is to monitor the activities of the Trust Department of the Bank.
The Marketing Committee met four times in 1999. The committee is composed
of Messrs. Milleson, Jr., Vinson, Wilkins, Milleson and Mrs. Glaize. The
committee meets to review the activities of the Marketing Department of the
Bank.
Cash Compensation
The Corporation did not pay any cash compensation to the executive
officers of the Corporation in 1999.
The following table shows the aggregate cash and cash equivalent
compensation paid by the Bank for the years ended December 31, 1999, 1998 and
1997 to the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
Annual Compensation
---------------------
(e)
(a) Other Annual
Name and (b) (c) (d) Compensation
Principal Position Year Salary($) Bonus($)(1) ($)(2)
------------------ ---- -------- ---------- ------
Lewis M. Ewing, 1999 74,522 -- --
President and CEO 1998 118,500 -- --
(Jan. 1-July 2) 1997 112,000 -- --
John R. Milleson, 1999 88,232 -- --
President and CEO 1998 71,788 -- --
(July 2-present) 1997 69,345 -- --
Long-Term Compensation
----------------------
Awards Payouts
------ -------
(f) (g)
Restricted Securities (h) (i)
(a) Stock Underlying LTIP All Other
Name and (b) Awards(s) Options/ Payouts Compensation
Principal Position Year ($) SARs(#) ($) ($)
------------------ ---- --- ------- --- ---
Lewis M. Ewing, 1999 -- -- -- 21,527 (3)
President and CEO 1998 -- -- -- 21,833
(Jan. 1-July 2) 1997 -- -- -- 21,786
John R. Milleson, 1999 -- -- -- 3,189 (4)
President and CEO 1998 -- -- -- 1,441
(July 2-present) 1997 -- -- -- 1,355
- -------------------------------
(1) The Company does not maintain a bonus plan.
(2) The aggregate of this compensation does not exceed the lesser of $50,000 or
10% of the total salary and bonus for the named executive.
(3) Includes contributions of $840 to the 401(k) Savings Plan and $20,946 to the
Executive Supplemental Income Plan.
(4) Includes contributions of $2,869 to the 401(k) savings Plan and $320 to the
Executive Supplemental Income Plan.
Directors in 1999 each received $1,000 annual retainer and $500
per meeting attended as compensation for services as director plus a per meeting
fee of $100 for each committee meeting attended.
4
Option Grants
The Corporation does not grant options to its executive officers.
Compensation Pursuant to Plans
The Bank maintains certain plans that provide, or may provide, additional
compensation to current executive officers, directors and other employees of the
Bank. These plans include the Employee Retirement Plan, the ESOP Plan, 401-(k)
Savings and Stock Owenership Plan and the Executive Supplemental Income Plan.
The Corporation does not have any such plans for its officers, directors and
employees.
Employee Retirement Plan
Effective March 1, 1953, the Bank adopted a non-contributory, tax qualified
employee retirement plan (the "Retirement Plan") for employees of the Bank who
have been employed for six months prior to any January 1 and who are at least 20
1/2 years old. The Retirement Plan was substantially amended effective March 1,
1987. Under its existing terms, benefits are based on an employee's average
compensation during his or her employment. The Retirement Plan provides for 20%
vesting upon completion of three years of service and 20% for each additional
year of service up to 100%, for early retirement at age 55 and 10 years of
vested service and for the payment of certain annuity benefits to the surviving
spouse of an employee. Because the Retirement Plan is a defined benefit plan
under which benefits vary with years of service, average annual salary and age
at retirement, the costs under the plan are not included in the foregoing cash
compensation table. The 1999 cost to the Bank under the plan represented 2.75%
of total compensation, including overtime and bonuses. Mr. Milleson will receive
an estimated annual retirement benefit of $46,285 based on current compensation,
assuming that he retires at the normal retirement age of 65.
401(k) Savings Plan
The Corporation sponsors a 401(k) savings plan under which eligible
employees may choose to save up to 15% of their salary on a pretax basis,
subject to certain IRS limits. The Corporation matches 50% (up to 6% of the
employee's salary) of employee contributions with the Corporation's Common
Stock. The shares for this purpose are provided principally by the Corporation's
employee stock ownership plan (ESOP), supplemented, as needed, by newly issued
shares. Contributions amounted to $39,000 in 1999, $33,175 in 1998 and $8,160 in
1997, including $581 in 1999, $887 in 1998 and $840 in 1997 for Mr. Ewing. Mr.
Milleson's portion of the contribution was $2,869 in 1999, $1,121 in 1998 and
$1,035 in 1997.
Executive Supplemental Income Plan
During 1994, the Executive Supplemental Plan was amended from the 1987
plan. Certain key employees, including Mr. Ewing, will have lifetime benefits
paid following retirement or death while some employees, including Mr. Milleson,
will be paid a lump sum of $4,000 upon retirement. The Plan provides that if
employment is terminated for reasons other than death or disability prior to age
65, the amount of benefits would be reduced or forfeited. For Mr. Ewing the when
the benefit begins is age 65 and his annual supplemental salary will be $20,946.
The executive supplemental income benefit expense was $31,440 in 1999, $43,589
in 1998 and $47,590 in 1997, based on the present value of the retirement
benefits, including $20,946 for Mr. Ewing and $320 for Mr. Milleson. The Plan is
unfunded. However, life insurance has been acquired on the lives of these
employees in amounts sufficient to discharge the obligations thereunder.
5
Personnel Committee Report on Executive Compensation
The Committee considers the growth and profitability of the Bank to be
directly related to the performance of the executive officers. Attracting and
retaining executive officers with the proven ability to contribute to the
overall performance of the Bank and, therefore, to enhance shareholder value is
a primary objective. This is done through a competitive and equitable
compensation plan.
The Board of Directors uses the Virginia Bankers Association Salary Survey
of Virginia banks to measure the value of senior executives in like positions
across the state. Salary ranges are then set based on experience,
responsibilities and qualifications. Annual compensation is tied to
pre-determined bank performance goals.
When determining the Chief Executive Officer's annual salary, the Board of
Directors takes into account the CEO's past performance, the performance of the
Bank relative to its peers and the compensation of comparable Chief Executive
Officers in the State of Virginia. In addition to these factors, a subjective
approach as to the future contributions of the Chief Executive Officer is
considered.
Personnel Committee Interlocks and Insider Participation
The current members of the Personnel committee are Mr. Robert W. Smalley,
Jr., Dr. Marilyn C. Beck and Mr. John R. Milleson. Mr. Milleson replaced Mr.
Lewis M. Ewing, who was a member of the Personnel Committee from January 1, 1999
to July 2, 1999. No executive officer of the Corporation or the Bank of Clarke
County served as a director of another entity of which a member of the Committee
is an employee.
Shareholder Return
The following line graph compares the cumulative total shareholder return
with the total returns of the NASDAQ Bank Index and to the total return of
NASDAQ Index. This graph was created by comparing the percentage change in stock
prices for the Corporation and both indices on an annual basis looking at the
changes in stock price, cash dividends and stock splits since December 31, 1994.
(insert graph)
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
EAGLE FINANCIAL SERVICES, INC. 100 107 118 144 164 172
NASDAQ BANK INDEX 100 146 184 300 265 244
NASDAQ INDEX 100 140 172 209 292 541
6
Transactions with Management
The officers, directors, their immediate families and affiliated companies
in which they are shareholders maintain normal relationships with the
Corporation and the Bank. Loans made by the Bank are made in the ordinary course
of business on the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with others, and do not
involve more than normal risks of collectability or present other unfavorable
features. On December 31, 1999, these persons and firms were indebted to the
Bank for loans totalling $3,388,016.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
NOMINEES SET FORTH ABOVE.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors and executive officers of the Corporation and beneficial owners of
more than 10% of the Corporation's Common Stock are required to file reports
with the Securities and Exchange Commission and the Corporation of their
beneficial ownership and changes in ownership of Common Stock.
Based solely on a review of the forms that were filed and any written
representations from reporting persons, the Corporation believes that it
complied with all the required forms.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Yount, Hyde & Barbour, P.C. has been selected by the Board of
Directors as the independent accountants for the Corporation for the year 2000.
The firm of Yount, Hyde & Barbour, P.C. has served the Corporation, and the
Bank of Clarke County prior to the establishment of the Corporation, since 1979.
The independent accountants have no direct or indirect financial interest in the
Corporation. Representatives of the firm of Yount, Hyde & Barbour, P.C. are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement, if they desire to do so, and are expected to be available to
respond to appropriate questions from the shareholders.
7
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2001 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of the Corporation, whose address is 2 East Main Street,
Berryville, Virginia 22611, no later than December 1, 2000, in order for the
proposal to be considered for inclusion in the Corporation's Proxy Statement.
The Corporation anticipates holding the 2001 Annual Meeting on April 18, 2001.
The Corporation's Bylaws also prescribe the procedure a shareholder must
follow to nominate directors or to bring other business before shareholders'
meetings. For a shareholder to nominate a candidate for director or to bring
other business before a meeting, written notice must be received by the
Corporation not less than 60 days and not more than 90 days prior to the date of
the meeting. Based on an anticipated meeting date of April 18, 2001 for the 2001
Annual Meeting of Shareholders, the Corporation must receive such notice no
later than February 19, 2001 and no earlier than January 20, 2001. If
shareholders receive notice less than 70 days prior to the meeting or public
disclosure of the meeting date is made less than 70 days prior to the meeting,
written notice must be received by the Corporation not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was made or such public disclosure was made.
Notice of a nomination for director must describe various matters regarding
the nominee and the shareholder giving notice. Notice of other business to be
brought before the meeting must include a description of the proposed business,
the reasons therefor, and other specific matters.
ANNUAL REPORT AND FINANCIAL STATEMENTS
THE CORPORATION'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1999, INCLUDING FINANCIAL STATEMENTS, IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT. A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR 1999
FILED WITH THE COMMISSION, EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO JAMES W. McCARTY, JR., SECRETARY OF THE CORPORATION, WHOSE ADDRESS IS
2 EAST MAIN STREET, BERRYVILLE, VIRGINIA 22611.
OTHER MATTERS
Management is not aware of any matters to be presented for action at the
meeting other than as set forth herein. If any other matters properly come
before the meeting, or any adjournment thereof, the person or persons voting the
proxies will vote them in accordance with their best judgment.
By Order of the Board of Directors
James W. McCarty, Jr.
Vice President, Chief Financial Officer and Secretary
March 24, 2000
8
EAGLE FINANCIAL SERVICES, INC.
Proxy for 2000 Annual Meeting of Shareholders Solicited on behalf
of the Board of Directors
The undersigned hereby constitutes and appoints Messrs. Lewis M. Ewing,
John F. Milleson, Jr. and Thomas T. Byrd, or any one of them, attorneys and
proxies, with the power of substitution in each, to act for the undersigned
with respect to all of the Corporation's Common Stock of the undersigned at the
Annual Meeting of Shareholders to be held at the John H. Enders Fire Company
Social Hall on Wednesday, April 19, 2000, at Noon.
1. Election of Directors [ ] For all nominees listed [ ] Withhold authority to
a) For a Three (3) below (except as marked vote for all nominees
Year Term to the contrary).
Mary Bruce Glaize, Randall G. Vinson, Marilyn C. Beck, James W. Wilkins, Jr.
2. Election of Director
(1) One Year Term
John R. Milleson
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above.
3. To vote in accordance with their best judgment on such other business, if
any, that may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the shareholder. If no direction is made, this proxy will be voted for the
nominees for election of directors listed in item l and 2.
Please sign and date on the back.
Please sign your name(s) exactly as registered.
--------------------------------------------------
--------------------------------------------------
, 2000
--------------------------------------------
Please date when you sign
PLEASE RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE