Filed by: James River Bankshares
Pursuant to Rule 425 Under the
Securities Act of 1933
Subject Company: First Virginia Banks, Inc.
Commission File No: 333-78331
Security holders are advised to read First Virginia Banks, Inc.'s registration
statement related to the First Virginia Banks, Inc./James River Bankshares,
Inc.merger (which will include James River Bankshares, Inc.'s proxy statement)
when it becomes available because it will contain important information. You may
obtain this document, when available, and other documents filed by First
Virginia Banks, Inc. or James River Bankshares, Inc. with the Securities and
Exchange Commission at SEC's Internet web site (www.sec.gov). Copies of the
proxy statement/prospectus and other related documents can also be obtained,
without charge, by directing a request to First Virginia Banks, Inc., 6400
Arlington Boulevard, Falls Church, Virginia 22042-2336, Attention: Richard F.
Bowman (703) 241-3685 or to James River Bankshares, Inc.,1514 Holland Road,
Suffolk, Virginia 23434, Attention Donald W. Fulton, Jr. (757) 934-8100 ext 206.
The following is the text of the announcement:
March 5, 2001 CONTACT: Richard F. Bowman (First Virginia)
FOR IMMEDIATE RELEASE (703) 241-3685
or
Donald W. Fulton, Jr. (James River)
(757) 934-8100 ext 206
JAMES RIVER BANKSHARES TO MERGE WITH FIRST VIRGINIA BANKS
The directors of James River Bankshares, Inc., a $516-million multi-bank
holding company headquartered in Suffolk, Virginia, have agreed to affiliate
with First Virginia Banks, Inc., a $9.5-billion multi-bank holding company
headquartered in Fairfax County, Virginia. The announcement was made jointly
today by G.P. Jackson, Chairman of the Board, and Harold U. Blythe, President
and Chief Executive Officer, of James River and Barry J. Fitzpatrick, Chairman,
President and Chief Executive Officer of First Virginia.
James River operates four banks: the 9-branch, $163-million First Colonial
Bank, headquartered in Hopewell, serves Chesterfield and Prince George
Counties, and the cities of Colonial Heights, Hopewell, and Petersburg; the 10-
branch, $174-million James River Bank/Colonial, headquartered in Suffolk, serves
the counties of Isle of Wight and York and the cities of Chesapeake, Newport
News, and Suffolk; the 5-branch, $107-million James River Bank, headquartered in
Waverly, serves the counties of Southampton and Sussex and the cities of
Emporia and Franklin; and the 3-branch, $71-million State Bank, headquartered in
Remington,
serves Fauquier County. This merger will give First Virginia a number one or two
market share in the city of Suffolk and the counties of Prince George and Sussex
and significant increases in market share in Fauquier, Chesterfield and York
counties.
"We're very pleased to be joining forces with a strong financial company
like James River whose employees and directors share our commitment to a core
value system based on community and customer service. I know our combined
efforts will have a significant impact in the markets we will soon serve
together," said Mr. Fitzpatrick.
"It's important to us that First Virginia shares our commitment to
community involvement and to a philosophy of providing superior customer
service," Mr. Jackson said. Mr. Blythe agreed, adding, "First Virginia brings
a wide array of financial services, including internet banking, enhancing
greatly the opportunities for and value to our customers."
James River shareholders will receive .51 shares of First Virginia common
stock for each share of their 4,556,219 outstanding shares. Based on the most
recent closing price of First Virginia, the value per share of James River
Bankshares is approximately $23.51, making a total transaction value of $107.1
million. Keefe Bruyette & Woods, a New York-based investment banking firm
specializing in the financial sector, is serving as financial advisor to James
River.
First Virginia will issue approximately 2,323,672 shares to James River
shareholders in a tax-free exchange of shares. Up to 40% of James River shares
may be exchanged for $24.00 in cash per share in lieu of First Virginia stock.
The merger will be accounted for as a purchase transaction under the new rules
proposed by the Financial Accounting Standards Board to be effective July 1,
2001.
Messrs. Blythe and Fitzpatrick said that a definitive agreement had been
entered into and that the transaction is subject to completion of a due
diligence review and to approval of James River shareholders as well as state
and federal regulatory authorities. It is anticipated that the transaction will
be closed in the early third quarter, 2001. The four James River banks will
merge with existing First Virginia member banks, and the James River Bankshares
directors will become members of the boards of the merged banks.
First Virginia is the largest independent banking company headquartered in
Virginia and one of the 50 largest in the United States. There are nine banks
in the First Virginia group with 294 offices in Virginia, 57 offices in Maryland
and 25 offices in East Tennessee. First Virginia also operates a full-service
insurance agency, First Virginia Insurance Services, Inc. First Virginia's
common stock is traded on the New York Stock Exchange under the symbol "FVB."
James River's common stock is traded on the Nasdaq stock market under the symbol
"JRBK."
Certain statements in this release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks
including, but not limited to, changes in general economic and business
conditions, interest-rate fluctuations, competition within and without the
banking industry, new products and services in the banking industry, risks
inherent in making loans, including repayment risks and fluctuating collateral
values, changing trends in customer
profiles and changes in laws and regulations applicable to the corporation.
Although the corporation believes that its expectations with respect to the
forward-looking statements are based upon reasonable assumptions within the
bounds of its knowledge of its business and operations, there can be no
assurance that actual results, performance or achievements of the corporation
will not differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the proposed transaction referenced in this press
release when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by First Virginia and James River. Security holders may
receive a free copy of the proxy statement/prospectus (when available) and other
related documents filed by First Virginia and James River at the Commission's
website at http://www.sec.gov. Copies of the proxy statement/prospectus and
other related documents can also be obtained, without charge, by directing a
request to First Virginia Banks, Inc., 6400 Arlington Boulevard, Falls Church,
Virginia 22042-2336, Attention: Richard F. Bowman (703) 241-3685 or to James
River at 1514 Holland Road, Suffolk, Virginia 23434, Attention Donald W. Fulton,
Jr. (757) 934-8100 ext 206.
James River and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from shareholders of James River
with respect to the transactions contemplated by the Merger Agreement.
Information regarding such officers and directors is included in James River's
proxy statement for its 2000 Annual Meeting of Stockholders filed with the
Commission on March 15, 2000.
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Falls Church, Virginia