SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934 (Fee Required)
For the fiscal year ended December 31, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934 (No Fee Required)
Commission File Number 0-9101
JEFFERSON BANKSHARES, INC.
Incorporated in the IRS No. 54-1104491
State of Virginia
123 East Main Street
Charlottesville, Virginia 22902
Telephone (804) 972-1100
No securities are registered pursuant to Section 12(b) of the Act.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, 2.50 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or Section 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 by check mark if disclosures of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
As of January 31, 1995, the aggregate market value, based upon the
last sale price for that day, of the voting stock held by nonaffiliates of
Jefferson Bankshares, Inc. was $291,484,222.
As of January 31, 1995, Jefferson Bankshares, Inc. had issued and
outstanding 15,170,250 shares of the 32,000,000 authorized shares of its
$2.50 par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of the Annual Report to Shareholders for the year ended
December 31, 1994 referred to in Parts I, II and IV are incorporated by
reference into Parts I, II and IV. The portions of the Proxy Statement for
the Corporation's Annual Meeting of Shareholders to be held on April 25,
1995 referred to in Part III are incorporated by reference into Part III.
Part I
Item 1. Business
Incorporated herein by reference is the information appearing under
the heading "Business of Jefferson Bankshares" on page 4 of the 1994 Annual
Report to Shareholders ("1994 Annual Report"). Also incorporated herein by
reference is the information on pages 7 and 9 of the 1994 Annual Report as
to the distribution of the Corporation's assets, liabilities and shareholders'
equity and interest rates and interest differential; pages 15 and 16 of the 1994
Annual Report as to the Corporation's investment portfolio; pages 11 through 15
of the 1994 Annual Report as to the Corporation's loan portfolio (including the
Corporation's loan loss experience); pages 16 and 17 of the 1994 Annual Report
as to the Corporation's deposits; page 19 of the 1994 Annual Report as to the
Corporation's return on equity and assets; and page 17 of the 1994 Annual Report
as to the Corporation's short-term borrowings.
Item 2. Properties
Incorporated herein by reference is the information appearing under
the heading "Business of Jefferson Bankshares" on page 4 of the 1994 Annual
Report and the discussion of premises and equipment in Note 7 (entitled
"Premises and Equipment") to the consolidated financial statements in the 1994
Annual Report.
Item 3. Legal Proceedings
There are no legal proceedings against the Corporation that would have
a material adverse effect on the Corporation or its consolidated financial
condition.
Item 4. Submission of Matters to a Vote of Security Holders
None
Executive Officers of Jefferson Bankshares
The executive officers of the Corporation are set forth below. All
officers are elected annually to serve at the discretion of the Board of
Directors. Except as otherwise noted below, each of the executive officers
has worked with the Corporation or its affiliates for at least five years.
O. Kenton McCartney, 51, is President and Chief Executive Officer.
Robert H. Campbell, Jr., 60, is Senior Vice President and Treasurer.
Allen T. Nelson, Jr., 45, is Senior Vice President and Chief Financial
Officer. Mr. Nelson joined the Corporation on December 6, 1993. Prior to
that date, Mr. Nelson was Senior Vice President and Controller of Dominion
Bankshares, Inc. from February, 1992 until joining the Corporation. Prior
to February, 1992 he served as Finance Executive Officer with C&S/Sovran
Corporation.
Walter A. Pace, Jr., 62, is Senior Vice President.
Donald W. Fulton, Jr., 48, is Vice President-Investor Relations.
William M. Watson, Jr., 40, is General Counsel and Secretary. Mr.
Watson joined the Corporation on May 13, 1991. Prior to that date, he was
an attorney with McGuire, Woods, Battle & Boothe.
Part II
Item 5. Market for the Registrant's Common Stock and Related Shareholder
Matters
Incorporated herein by reference is the information on page 17 under
the heading "Capital Resources" and in the table captioned "Common Stock
Performance and Dividends" on page 19 of the 1994 Annual Report.
Item 6. Selected Financial Data
Incorporated herein by reference is the information in the table
captioned "Selected Financial Data" on page 5 of the 1994 Annual Report.
Item 7. Management's Discussion and Analysis and Results of Operations and
Financial Condition
Incorporated herein by reference is the information appearing under
the heading "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 5 through 20 of the 1994 Annual Report,
except for the information in the tables captioned "Selected Financial
Data," "Summary of Financial Results by Quarter," and "Common Stock
Performance and Dividends" on pages 5, 6 and 19, respectively, of the 1994
Annual Report.
Item 8. Financial Statements and Supplementary Data
Incorporated herein by reference is the information appearing under
the heading "Independent Auditors' Report," "Consolidated Balance Sheets,"
"Consolidated Statements of Income," "Consolidated Statements of Changes in
Shareholders' Equity," "Consolidated Statements of Cash Flows" and "Notes
to Consolidated Financial Statements," on pages 21 through 34 of the 1994
Annual Report.
Incorporated by reference is the information in the table captioned
"Summary of Financial Results by Quarter" on page 6 of the 1994 Annual
Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Part III
Item 10. Directors and Executive Officers of Registrant
The information concerning the Corporation's directors is incorporated
by reference to the section entitled "Nominations for Directors" on pages 3
through 5 of the Corporation's definitive Proxy Statement for the 1995
Annual Meeting of Shareholders.
The information concerning the Corporation's executive officers is
incorporated by reference to Part I hereof entitled "Executive Officers of
Jefferson Bankshares."
Item 11. Executive Compensation
The information required by this item is incorporated by reference to
the sections entitled "Compensation of Executive Officers and Directors" on
pages 6 through 13 of the Corporation's definitive Proxy Statement for the
1995 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to
the sections entitled "Principal Beneficial Owners" and "Shares
Beneficially Owned by Directors and Executive Officers" on pages 2 and 3 of
the Corporation's definitive Proxy Statement for the 1995 Annual Meeting of
Shareholders.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to
the section entitled "Loans to Officers and Directors" on page 13 of the
Corporation's definitive Proxy Statement for the 1995 Annual Meeting of
Shareholders.
Part IV
Item 14. Exhibits, Financial Statements and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements. The following Consolidated Financial
Statements of Jefferson Bankshares, Inc. and subsidiaries and
the Independent Auditors' Report are incorporated by
reference to pages 21 through 34 of the 1994 Annual Report:
Independent Auditors' Report.
Consolidated Balance Sheets at December 31, 1994 and
December 31, 1993.
Consolidated Statements of Income for the years ended
December 31, 1994, December 31, 1993 and December 31, 1992.
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 1994, December 31, 1993,
and December 31, 1992.
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, December 31, 1993 and December 31, 1992.
Notes to Consolidated Financial Statements.
2. Exhibits. The exhibits listed on the accompanying Index to
Exhibits immediately following the signature page are filed
as part of, or incorporated by reference into, this report.
(b) Reports on Form 8-K
On October 20, 1994, the Corporation filed a Form 8-K/A dated
October 20, 1994, that amended the description of the Corporation's
Common Stock appearing in the Corporation's Form 8-K dated January
4, 1980.
Except for the information referred to in Items 1, 2, 5, 6, 7, 8 and
14(a)(1) hereof, the 1994 Annual Report will not be deemed to be filed
pursuant to the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of Section 13 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.
DATE: March 27, 1995 JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
DATE SIGNATURE CAPACITY
March 27, 1995 O. Kenton McCartney President, Chief
Executive Officer and
Director
March 27, 1995 Allen T. Nelson, Jr. Senior Vice President
and Chief Financial
Officer
March 27, 1995 Hovey S. Dabney Chairman of the Board
March 27, 1995 John T. Casteen, III* Director
March 27, 1995 Lawrence S. Eagleburger* Director
March 27, 1995 Hunter Faulconer* Director
March 27, 1995 Fred L. Glaize, III* Director
March 27, 1995 Henry H. Harrell* Director
March 27, 1995 Alex J. Kay, Jr.* Director
March 27, 1995 J. A. Kessler, Jr.* Director
March 27, 1995 W. A. Rinehart, III* Director
March 27, 1995 Gilbert M Rosenthal* Director
March 27, 1995 Alson H. Smith, Jr.* Director
March 27, 1995 Lee C. Tait* Director
March 27, 1995 H. A. Williamson, Jr.* Director
*By: William M. Watson, Jr.
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Page
3. Articles of Incorporation and Bylaws:
(a) Articles of Incorporation incorporated by
reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(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.
(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.
(d) Amendment to Article III and Article IV, Section 5,
of the Bylaws and the Amended and Restated Bylaws
dated January 24, 1995, are filed herewith.
4. Instruments defining the rights of security holders
including indentures:
(a) Articles of Incorporation of Jefferson
Bankshares', incorporated by reference to
Jefferson Bankshares' 1984 Annual Report on
Form 10-K.
(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.
(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.
10. Material Contracts:
(a) Senior Officers Supplemental Pension Plan,
incorporated by reference to Jefferson
Bankshares' 1982 Annual Report on Form 10-K.
(b) Incentive Stock Plan, incorporated by reference
to Jefferson Bankshares' report on Form 10-Q
for the quarter ended June 30, 1985.
(c) Amendment dated April 28, 1992 to the Incentive
Stock Plan, incorporated by reference to
Exhibit 10(f) to Form S-4 of Jefferson
Bankshares, Inc., File No. 33-47929.
(d) Split Dollar Life Insurance Plan, incorporated
by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
* (e) Executive Severance Agreement dated October 25,
1993 between Jefferson Bankshares and O. Kenton
McCartney, incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
* (f) Executive Severance Agreement dated October 25,
1993 between Jefferson Bankshares and Robert H.
Campbell, Jr., incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
* (g) Executive Severance Agreement dated December 6, 1993
between Jefferson Bankshares, Inc. and Allen T.
Nelson, Jr., is filed herewith.
* (h) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and Robert H. Campbell, Jr., incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1993.
* (i) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and O. Kenton McCartney, incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1993.
* (j) Split Dollar Life Insurance Agreement dated
January 6, 1994 between Jefferson Bankshares, Inc. and
Allen T. Nelson, Jr., is filed herewith.
13. Annual Report to Security Holders, Form 10-Q or
Quarterly Report to Security Holders
21. Subsidiaries of the Registrant
23. Consents of Experts and Counsel
Consent of KPMG Peat Marwick LLP to incorporation by
reference of auditors' reports into Jefferson
Bankshares' Registration Statements on Form S-3 and
Form S-8 is filed herewith.
24. Powers of Attorney
27. Financial Data Schedule
* Management contract or compensatory plan or arrangement
of the Corporation required to be filed as an exhibit