[LOGO]
C&F Financial Corporation
Eighth and Main Streets
P.O. Box 391
West Point, Virginia 23181
Dear Fellow Shareholders:
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of C&F Financial Corporation, the holding company for Citizens and
Farmers Bank. The meeting will be held on Tuesday, April 20, 1999, at 3:30 p.m.
at the Father van den Boogaard Center, 3510 King William Avenue, West Point,
Virginia. The accompanying Notice and Proxy Statement describe the matters to be
presented at the meeting. Enclosed is our Annual Report to Shareholders that
will be reviewed at the Annual Meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS
SOON AS POSSIBLE. Whether or not you will be able to attend the Annual Meeting,
it is important that your shares be represented and your vote recorded. The
proxy may be revoked at any time before it is voted at the Annual Meeting.
We appreciate your continuing loyalty and support of Citizens and
Farmers Bank and C&F Financial Corporation.
Sincerely,
/s/ LARRY G. DILLON
-----------------------------------
Larry G. Dillon
PRESIDENT & CHIEF EXECUTIVE OFFICER
West Point, Virginia
March 15, 1999
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C&F FINANCIAL CORPORATION
Eighth and Main Streets
P.O. Box 391
West Point, Virginia 23181
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NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
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TO BE HELD APRIL 20, 1999
The 1999 Annual Meeting of Shareholders of C&F Financial
Corporation (the "Company") will be held at the Father van den Boogaard Center,
3510 King William Avenue, West Point, Virginia, on Tuesday, April 20, 1999, at
3:30 p.m. for the following purposes:
1. To elect two Class III directors to the board of
Directors of the Company to serve until the 2002
Annual Meeting of Shareholders, as described in the
Proxy Statement accompanying this notice.
2. To approve the Company's Amended and Restated 1998
Non-Employee Director Stock Compensation Plan, the
material terms of which are described in the Proxy
Statement accompanying this notice.
3. To ratify the Board of Directors' appointment of
Yount, Hyde & Barbour, P.C., as the Company's
independent public accountants for 1999.
4. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on February 22,
1999, are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
/s/ Gari B. Sullivan
--------------------------------
Gari B. Sullivan
SECRETARY
March 15, 1999
IMPORTANT NOTICE
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD 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 WHICH ARE CONSIDERED, IN WHICH EVENT THE SIGNED PROXIES ARE REVOKED.
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C&F FINANCIAL CORPORATION
EIGHTH AND MAIN STREETS
P.O. BOX 391
WEST POINT, VIRGINIA 23181
PROXY STATEMENT
1999 ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1999
GENERAL
The following information is furnished in connection with the
solicitation by and on behalf of the Board of Directors of the enclosed proxy to
be used at the 1999 Annual Meeting of the Shareholders (the "Annual Meeting") of
C&F Financial Corporation (the "Company") to be held Tuesday, April 20, 1999, at
3:30 p.m. at the Father van den Boogaard Center, 3510 King William Avenue, West
Point, Virginia. The approximate mailing date of this Proxy Statement and
accompanying proxy is March 15, 1999.
REVOCATION AND VOTING OF PROXIES
Execution of a proxy will not affect a shareholder's right to
attend the Annual Meeting and to vote in person. Any shareholder who has
executed and returned a proxy may revoke it by attending the Annual Meeting and
requesting to vote in person. A shareholder may also revoke his proxy at any
time before it is exercised by filing a written notice with the Company or by
submitting a proxy bearing a later date. Proxies will extend to, and will be
voted at, any properly adjourned session of the Annual Meeting. If a shareholder
specifies how the proxy is to be voted with respect to any proposals for which a
choice is provided, the proxy will be voted in accordance with such
specifications. If a shareholder fails to specify with respect to such
proposals, the proxy will be voted FOR proposals 1, 2 and 3, as set forth in the
accompanying notice and further described herein.
VOTING RIGHTS OF SHAREHOLDERS
Only those shareholders of record at the close of business on
February 22, 1999 are entitled to notice of and to vote at the Annual Meeting,
or any adjournments thereof. The number of shares of common stock of the Company
outstanding and entitled to vote at the Annual Meeting is 3,866,888. The Company
has no other class of stock outstanding. A majority of the votes entitled to be
cast, represented in person or by proxy, will constitute a quorum for the
transaction of business. Each share of Company common stock entitles the record
holder thereof to one vote upon each matter to be voted upon at the Annual
Meeting.
With regard to the election of directors, votes may be cast in
favor or withheld. If a quorum is present, the nominees receiving a plurality of
the votes cast at the Annual Meeting will be elected directors; therefore, votes
withheld will have no effect. The approval of the Company's Amended and Restated
1998 Non-Employee Director Stock Compensation Plan and the ratification of
Yount, Hyde & Barbour, P.C. as the Company's independent public accountants
require the affirmative vote of a majority of the shares cast on the matter.
Thus, although abstentions and broker non-votes (shares held by customers which
may not be voted on certain matters because the broker has not received specific
instructions from the customers) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business, they are
generally not counted for purposes of determining whether such proposals have
been approved and therefore have no effect.
1
SOLICITATIONS OF PROXIES
The cost of solicitation of proxies will be borne by the Company.
Solicitations will be made only by the use of the mail, except that officers and
regular employees of the Company and Citizens and Farmers Bank (the "Bank") may
make solicitations of proxies by telephone, telegram, special letter, or by
special call, acting without compensation other than regular compensation. It is
contemplated that brokerage houses and other nominees, custodians, and
fiduciaries will be requested to forward the proxy soliciting material to the
beneficial owners of the stock held of record by such persons, and the Company
will reimburse them for their charges and expenses in this connection.
PRINCIPAL HOLDERS OF CAPITAL STOCK
The following table shows the share ownership as of February 22,
1999, of the shareholders known to the Company to be the beneficial owners of
more than 5% of the Company's common stock, par value $1.00 per share, which are
the only voting securities outstanding.
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
- ------------------- ------------- ---------
Sture G. Olsson 285,648(2) 7.4%
P.O. Box 311
West Point, VA 23181
- -------------------------
(1) For purposes of this table, beneficial ownership has been
determined in accordance with the provision of Rule 13d-3 of the
Securities Exchange Act of 1934 under which, in general, a person
is deemed to be the beneficial owner of a security if he or she
has or shares the power to vote or direct the voting of the
security or the power to dispose of or direct the disposition of
the security, or if he has the right to acquire beneficial
ownership of the security within sixty days.
(2) Includes 269,072 shares held in a trust of which Crestar Bank and
Mr. Olsson are co-trustees.
As of February 22, 1999, the directors and executive officers of
the Company and its subsidiary Bank beneficially owned as a group 501,783 shares
(or approximately 12.9%) of Company common stock (including shares for which
they hold presently exercisable stock options).
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Board is divided into three classes (I, II, and III)
of directors. The term of office for Class III directors will expire at the
Annual Meeting. Two persons named below, each of whom currently serves as a
director of the Company, will be nominated to serve as Class III directors. If
elected, the Class III nominees will serve until the 2002 Annual Meeting of
Shareholders. The persons named in the proxy will vote for the election of the
nominees named below unless authority is withheld. The Company's Board believes
that the nominees will be available and able to serve as directors, but if any
of these persons should not be available or able to serve, the proxies may
exercise discretionary authority to vote for a substitute proposed by the
Company's Board.
Certain information concerning the nominees for election at the
Annual Meeting as Class III directors is set forth below, as well as certain
information about the other Class I and II directors, who will continue in
office until the 2000 and 2001 Annual Meeting of Shareholders, respectively.
2
NUMBER OF SHARES
PRINCIPAL BENEFICIALLY OWNED
SERVED OCCUPATION DURING AS OF FEBRUARY 22, 1999
NAME (AGE) SINCE(1) PAST FIVE YEARS (PERCENT OF CLASS)(2)
- ----------------- -------- ----------------- ----------------------
CLASS I DIRECTORS (SERVING UNTIL THE 2000 ANNUAL MEETING)
Larry G. Dillon (45) 1989 Chairman, President and 44,336(3)
Chief Executive Officer of the (1.1%)
Company and the Bank
James H. Hudson III (50) 1997 Attorney-at-Law 1,893
Hudson & Bondurant, P.C. *
CLASS II DIRECTORS (SERVING UNTIL THE 2001 ANNUAL MEETING)
Sture G. Olsson (78) 1952 Retired; previously Chairman of 285,648(4)
the Board, Chesapeake Corporation (7.4%)
CLASS III DIRECTORS (NOMINEES) (SERVING UNTIL THE 2002 ANNUAL MEETING)
J. P. Causey Jr. (55) 1984 Senior Vice President, Secretary & 34,788
General Counsel of Chesapeake *
Corporation
William E. O'Connell Jr. (61) 1994 Chessie Professor of Business, 2,000
The College of William and Mary *
All Directors and Executive 501,783
Officers as a group (14 persons) (12.9%)
- --------------------
* Represents less than 1% of the total outstanding shares of the Company's
common stock.
(1) Refers to the year in which the director was first elected to the
Board of Directors of the Bank.
(2) See footnote 1 of table above
"Principal Holders of Capital Stock" for description of how
beneficial ownership has been determined for purposes of this table.
(3) Includes16,602 shares as to which Mr. Dillon holds presently
exercisable options. A description of such options is set forth below
in greater detail in "Employee Benefit Plans - Incentive Stock Option
Plan".
(4) Includes shares held by affiliated corporations, close relatives,
children, and shares held jointly with spouses or as custodians or
trustees for children, as follows: Mr. Olsson, see discussion above
under "Principal Holders of Capital Stock".
The Board of Directors of the Bank consists of the five members of the
Company's Board listed above as well as P. L. Harrell, Joshua H. Lawson, Bryan
E. McKernon, Reginald H. Nelson IV, Paul C. Robinson, and Thomas B. Whitmore Jr.
The Board of Directors is not aware of any family relationship between
any director or person nominated by the Company to become director; nor is the
Board of Directors aware of any involvement in legal proceedings which are
material to any impairment of the ability or integrity of any director or person
nominated to become a director. UNLESS AUTHORITY FOR THE NOMINEES IS WITHHELD,
THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED,
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD OF
DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTORS NOMINATED TO SERVE
AS CLASS III DIRECTORS.
3
BOARD COMMITTEES AND ATTENDANCE
During 1998, there were nine meetings of the Board of Directors of the
Company and thirteen meetings of the Board of Directors of the Bank. With the
exception of Mr. Olsson, each director attended at least 75% of all meetings of
the boards and committees on which he served. The Board of Directors of the
Company has a Capital Plan and Nominating Committee and the Board of Directors
of the Bank has Executive, Compensation and Audit Committees.
Members of the Capital Plan Committee are Messrs. Causey, Dillon,
Hudson, and O'Connell. The Capital Plan Committee reviews capital related
matters and submits proposals or recommendations to the Board of Directors. The
Capital Plan Committee did not meet during 1998.
Members of the Nominating Committee are Messrs. Causey, Dillon, Hudson,
and O'Connell. The Nominating Committee reviews, on an as-needed basis, the
qualifications of candidates for membership to the Board. The Nominating
Committee met three times during 1998.
Members of the Executive Committee are Messrs. Causey, Dillon, Hudson,
O'Connell, and Olsson. The Executive Committee reviews various matters and
submits proposals or recommendations to the Board of Directors. The Executive
Committee met twice during 1998.
Members of the Compensation Committee are Messrs. Causey, Harrell,
Hudson, and Whitmore. The Compensation Committee recommends the level of
compensation of each officer of the Bank, the granting of stock options and
other employee remuneration plans to the Board of Directors. The Compensation
Committee met three times during 1998.
Members of the Audit Committee are Messrs. Causey, Lawson, and
Robinson. The Audit Committee reviews and approves various audit functions
including the year-end audit performed by the Company's independent public
accountants. The Audit Committee met four times during 1998.
DIRECTORS' COMPENSATION
Each of the directors of the Company is also a director of the Bank.
Non-employee members of the Board of Directors of the Bank receive an annual
retainer of $2,500, payable quarterly, with a base meeting fee of $300 per day
for Company or Bank meetings and a fee of $100 for each secondary meeting of the
Company, Bank, or any committees thereof held on the same day as a meeting for
which the base meeting fee is paid.
The Board of Directors of the Company has approved the Amended and
Restated 1998 Non-Employee Directors Stock Compensation Plan subject to
shareholder approval. See "Approval of Amended and Restated 1998 Non-Employee
Director Stock Compensation Plan".
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
As of December 31, 1998, the total maximum extensions of credit
(including used and unused lines of credit) to policy-making officers,
directors, principal shareholders and their associates amounted to $3,604,920,
or 9.8%, of total year-end capital. The maximum aggregate amount of such
indebtedness during 1998 was $1,786,355, or 4.8%, of total year-end capital.
These loans were made in the ordinary course of the Bank's business, on the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with others, and do not involve more than the
normal risks of collectibility or present other unfavorable features. The Bank
expects to have in the future similar banking transactions with officers,
directors, principal shareholders and their associates.
The firm of Thrift Insurance Corporation serves as the local agent for
the Fidelity and Deposit Company of Maryland. Mr. Lawson, a director of the
Bank, is the majority owner of Thrift Insurance Corporation. The
4
Bank maintains its various insurance policies including its blanket bond
coverage, directors and officers liability coverage, and building and equipment
coverage through Fidelity and Deposit Company of Maryland. All premiums are
negotiated directly with representatives of Fidelity and Deposit Company of
Maryland. During 1998, the Bank paid premiums totaling $202,919 to Thrift
Insurance Corporation, as agent, for the insurance coverage maintained by the
Bank ($75,061 of which represents an annualized portion of a three-year prepaid
premium).
During 1998, the Company and the Bank and its subsidiaries utilized the
legal services of the law firm of Hudson and Bondurant, P.C., of which James H.
Hudson, III is a partner. The amount of fees paid to Hudson and Bondurant, P.C.
did not exceed 5% of the firm's gross revenue.
The board of directors of the Company recently approved the repurchase
of up to 250,000 shares of Company common stock in blocks of 10,000 shares or
higher at a price of $20.00 per share or less. The Company believes it has
agreements to buy 235,000 shares from six shareholders by March 12, 1999. Of
those shares, 100,000 will be purchased from a trust of which Sture G. Olsson, a
director of the Company, is co-trustee and 10,000 from Thomas B. Whitmore Jr., a
director of the Bank. Sture G. Olsson was not present and did not discuss or
vote on the repurchase. The shares to be purchased from the trust are subject to
approval by the co-trustee and the court.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATIONS. The following table
shows the cash compensation paid to Mr. Dillon, President and Chief Executive
Officer of the Company, and Brad E. Schwartz, Senior Vice President and Chief
Operating Officer of the Company, during 1998, 1997, and 1996. During 1998, no
other executive officer of the Company received compensation in excess of
$100,000.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------------- ------------ ALL
NAME AND OTHER ANNUAL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) OPTIONS(3) COMPENSATION(4)
- ------------------ ---- ------ ----- ------------ ------- ------------
Larry G. Dillon 1998 $140,000 $50,000 - 3,500 $22,842
President/Chief 1997 120,000 40,000 - 3,200 19,118
Executive Officer 1996 102,500 20,000 - 3,200 17,126
Brad E. Schwartz 1998 84,000 18,000 - 2,500 12,727
Senior Vice Pres./ 1997 75,000 14,000 - 2,200 10,777
Chief Operating 1996 70,000 8,000 - 2,200 10,509
Officer
- ---------------
(1) All bonuses were paid under the Management Incentive Bonus Plan,
which is described below in "Employee Benefit Plans".
(2) The amount of compensation in the form of perquisites or other
personal benefits properly categorized in this column according to
the disclosure rules adopted by the Commission did not exceed the
lesser of either $50,000, or 10% of the total annual salary and bonus
reported in each of the three years reported for Messrs. Dillon and
Schwartz, and therefore, is not required to be reported.
(3) 1998 options were granted at an exercise price of $18.625 per share;
1997 options were granted at an exercise price of $12.50 per share;
1996 options were granted at an exercise price of $9.38 per share.
(4) $8,667, $6,966, and $11,711, were paid to Mr. Dillon and $5,044,
$4,140 and $7,877 were paid to Mr. Schwartz under the Bank's
Profit-Sharing Plan for 1998, 1997, and 1996, respectively. $5,454,
$5,383, and $5,415, were
5
paid to Mr. Dillon and $2,639, $2,631 and $2,632 were paid to
Mr. Schwartz under the Bank's Split-Dollar Insurance Program for
1998, 1997, and 1996, respectively. $8,721 and $6,769 were paid to
Mr. Dillon and $5,044 and $4,006 were paid to Mr. Schwartz under the
Bank's 401(k) Plan for 1998 and 1997, respectively. All three plans
are described below in "Employee Benefit Plans".
STOCK OPTIONS AND SAR. The following table shows all grants of
options to Messrs. Dillon and Schwartz in 1998:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------------- ---------------------------
% OF TOTAL
OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION 5% 10%
NAME GRANTED (#) (1) FISCAL YEAR ($/SH) DATE ($) ($)
- ---- --------------- ----------- ------ ---- --- ---
Larry G. Dillon 3,500 10.0% 18.625 12/15/08 40,996 103,892
Brad E. Schwartz 2,500 7.2% 18.625 12/15/08 29,282 74,208
- ------------------
(1) Vesting is as follows: One-third by December 15, 1999; two-thirds by
December 15, 2000; and 100% by December 15, 2001.
OPTION/SAR EXERCISES AND HOLDINGS. The following table shows stock
options exercised by Messrs. Dillon and Schwartz in 1998:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTIONS/SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1998 (#) DECEMBER 31, 1998 ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ------------- -------------
Larry G. Dillon 2,000 41,000 16,602/ 152,181/
6,698 23,756
Brad E. Schwartz -- -- 12,202/ 111,350/
4,698 16,338
CHANGE IN CONTROL ARRANGEMENT
The Company has entered into a "change in control agreement" with Mr.
Dillon. The agreement provides certain payments to and benefits for Mr. Dillon
in the event of a termination of his employment by the Company without "cause,"
or by Mr. Dillon for "good reason," during the period beginning on the
occurrence of a "change in control" (as defined) of the Company and ending
sixty-one days after the second anniversary of the change in control date. In
such event, Mr. Dillon would be entitled (i) to receive in 12 consecutive
quarterly
6
installments, or in a lump sum, two and one-half times the sum of his highest
aggregate annual base salary during the 24 month period preceding the change in
control date and his highest aggregate annual bonus for the three fiscal years
preceding the change in control date; (ii) for a period of three years following
termination, to receive continuing health insurance, life insurance,
split-dollar insurance, and similar benefits under the Company's welfare benefit
plans and to have the three year period credited as service towards completion
of any service requirement for retiree coverage under the Company's welfare
benefit plans; and (iii) if Mr. Dillon requests within one year after his
termination to have the Company acquire his residence for its appraised fair
market value. During the term of the agreement following a change in control,
Mr. Dillon may voluntarily terminate his employment and become entitled to these
payments and benefits under certain circumstances. These circumstances include,
but are not limited to, a material adverse change in his position, authority, or
responsibilities, or a reduction in his rate of annual base salary, benefits
(including incentives, bonuses, stock compensation, and retirement and welfare
plan coverage), or other perquisites as in effect immediately prior to the
change in control date.
Payments and benefits provided under the agreement will be reduced,
if and to the extent necessary, so that Mr. Dillon will not be subject to a
federal excise tax on, and the Company will not be denied an income tax
deduction on account of having made excess parachute payments.
EMPLOYEE BENEFIT PLANS
MANAGEMENT INCENTIVE BONUS PLAN. The Bank adopted a Management
Incentive Bonus Plan (the "Bonus Plan") effective January 1, 1987. The Bonus
Plan is offered to selected members of management. The bonus is derived from a
pool of funds determined by the Bank's total performance relative to (1)
prescribed growth rates of assets and deposits, (2) return on average assets,
and (3) absolute level of net income. Attainment, in whole or in part, of these
goals dictates the amount set aside in the pool of funds. Evaluation of
attainment and approval of the pool amount is done by the Board of Directors of
the Bank. Payment of the bonus is based on individual performance and paid in
cash as a percentage of the respective individual's base salary. Expense is
accrued in the year of the specified bonus performance.
Other than the Bonus Plan (above), the Incentive Stock Option Plan
(detailed below), and the Split-Dollar Insurance Program (detailed below), there
are no personal benefits provided to principal officers and directors which are
not provided to all other full-time employees.
PROFIT-SHARING/401(K) PLAN. The Bank maintains a Defined Contribution
"Profit-Sharing" Plan sponsored by the Virginia Bankers Association. The plan
was amended effective January 1, 1997, to include a 401(k) savings provision,
which authorizes a maximum voluntary salary deferral of up to 15% of
compensation (with a partial company match), subject to statutory limitations.
The profit-sharing arrangement provides for an annual discretionary contribution
to the account of each eligible employee based in part on the Bank's
profitability for a given year, and on each participant's yearly earnings. All
full-time employees who have attained the age of 18 and have at least three
months of service are eligible to participate. Contributions and earnings may be
invested in various investment vehicles offered through the Virginia Bankers
Association. Contributions and earnings are tax-deferred. An employee is 40%
vested after four years of service, 60% after five years, 80% after six years,
and fully vested after seven years.
RETIREMENT PLAN. The Bank has a Non-Contributory Defined Benefit
Retirement Plan (the "Retirement Plan") covering substantially all employees who
have reached the age of 21 and have been fully employed for at least one year.
The Retirement Plan provides participants with retirement benefits related to
salary and years of credited service. Employees become vested after five plan
years of service, and the normal retirement date is the plan anniversary date
nearest the employee's 65th birthday. The Retirement Plan does not cover
directors who are not active officers. The amount expensed for the Retirement
Plan during the year ended December 31, 1998, was $102,536.
7
The following table shows the estimated annual retirement benefits
payable to employees in the average annual salary and years of service
classifications set forth below assuming retirement at the normal retirement age
of 65.
CONSECUTIVE FIVE-YEAR YEARS OF CREDITED SERVICE
AVERAGE SALARY 15 20 25 30 35
- --------------------- ---------- ---------- ---------- ---------- ----------
$ 25,000 $ 4,688 $ 6,250 $ 7,813 $ 8,750 $ 9,688
40,000 8,490 11,320 14,150 15,980 17,810
55,000 12,990 17,320 21,650 24,605 27,560
75,000 18,990 25,320 31,650 36,105 40,560
100,000 26,490 35,320 44,150 50,480 56,810
125,000 33,990 45,320 56,650 64,855 73,060
150,000 41,490 55,320 69,150 79,230 89,310
160,000 44,490 59,320 74,150 84,980 95,810
Benefits under the Retirement Plan are based on a straight life
annuity assuming full benefit at age 65, no offsets, and covered compensation of
$31,200 for a person age 65 in 1998. Compensation is currently limited to
$160,000 by the Internal Revenue Code. The estimated annual benefit payable
under the Retirement Plan upon retirement is $85,912 and $44,846 for Messrs.
Dillon and Schwartz, respectively, credited with 40 years of service. Benefits
are estimated on the basis that they will continue to receive, until age 65,
covered salary in the same amount paid in 1998.
SPLIT-DOLLAR INSURANCE PLAN. In addition to a group life insurance
plan that is available to all full-time employees, the Bank offers a
Split-Dollar Insurance Program to selected members of management. The insurance
benefit under this program is equal to five times an officer's annual salary in
effect at the time the officer is enrolled in the program. The Bank recovers its
cost from each participant at retirement or from the proceeds of the policy if
the participant dies before reaching retirement age.
INCENTIVE STOCK OPTION PLAN. The company adopted the 1994 Incentive
Stock Option Plan (the "Incentive Plan") effective May 1, 1994. The Incentive
Plan makes available up to 200,000 shares of common stock for awards to key
employees of the Company and its subsidiaries in the form of stock options,
stock appreciation rights, and restricted stock (collectively, "Awards"). The
purpose of the Incentive Plan is to promote the success of the Company and its
subsidiaries by providing incentives to key employees that will promote the
identification of their personal interests with the long-term financial success
of the Company and with growth in shareholder value. The Incentive Plan is
designed to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of key employees upon whose judgment, interest,
and special effort the successful conduct of its operation is largely dependent.
Under the terms of the Incentive Plan, the Compensation Committee of
the Board of Directors of the Bank (the "Committee") administers the plan. The
Committee will have the power to determine the key employees to whom Awards
shall be made.
Each Award under the Incentive Plan will be made pursuant to a
written agreement between the Company and the recipient of the Award (the
"Agreement"). In administering the Incentive Plan, the Committee will have the
authority to determine the terms and conditions upon which Awards may be made
and exercised, to determine terms and provisions of each Agreement, to construe
and interpret the Incentive Plan and the Agreements, to establish, amend, or
waive rules or regulations for the Incentive Plan's administration, to
accelerate the exercisability of any Award, the end of any performance period,
or termination of any period of restriction, and to make all other
determinations and take all other actions necessary or advisable for the
administration of the Incentive Plan.
The Board may terminate, amend, or modify the Incentive Plan from
time to time in any respect without shareholder approval, unless the particular
amendment or modification requires shareholder approval
8
under the Internal Revenue Code of 1986, as amended (the "Code"), the rules and
regulations under Section 16 of the Securities Exchange Act of 1934 or pursuant
to any other applicable laws, rules, or regulations.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee"), which is composed of
non-employee Directors of the Company and the Bank listed below, recommends to
the Board of Directors of the Bank (the "Board") the annual salary levels and
any bonuses to be paid to the Bank's executive officers. The Committee also
makes recommendations to the Board regarding the issuance of stock options and
all other compensation related matters.
Currently, the individuals serving as Chief Executive Officer and
executive officers of the Company also serve in the same capacities,
respectively, for the Bank. These officers are presently compensated for
services rendered by them to the Bank, but not for services rendered by them to
the Company.
The primary objective of the Bank's executive compensation program is
to attract and retain highly skilled and motivated executive officers who will
manage the Bank in a manner to promote its growth and profitability and advance
the interest of the Company's stockholders. As such, the compensation program is
designed to provide levels of compensation which are reflective of both the
individual's and the organization's performance in achieving the organization's
goals and objectives, both financial and non-financial, and in helping to build
value for the Company's stockholders. Based on its evaluation of these factors,
the Committee believes that the executive officers are dedicated to achieving
significant improvements in long-term financial performance and that the
compensation plans the Committee has implemented and administered have
contributed to achieving this management focus.
The principal elements of the Bank's compensation program include
base annual salary, short-term incentive compensation under the Bank's
Management Incentive Bonus Plan, and long-term incentives through the grants of
stock options under the 1994 Incentive Stock Option Plan.
In considering compensation for the Chief Executive Officer and the
other executive officers, the Committee relied on compensation surveys and an
evaluation of the officers' level of responsibility and performance. In 1998,
the Committee used the following compensation surveys to assist in developing
its recommendation on compensation: The SNL Executive Compensation Review; the
Sheshunoff Bank Executive and Director Compensation Survey; and the Virginia
Bankers Association's Salary Survey of Virginia Banks. The Committee believes
that these are relevant and appropriate indicators of compensation paid by the
Bank's competitors. The Committee received an evaluation by the Chief Executive
Officer of the performance of the executive officers (other than the Chief
Executive Officer) during 1998. The Committee evaluated the performance of the
Chief Executive Officer based on the financial performance of the Company and
the Bank, achievements in implementing the Bank's long-term strategy, and the
personal observations of the Chief Executive Officer's performance by the
members of the Committee. No particular weight was given to any particular
aspects of the performance of the Chief Executive Officer, but his performance
in 1998 was evaluated as outstanding, with the Company and the Bank achieving
record earnings and significant progress being made on the Bank's long-term
strategy.
Based on the salary surveys and the performance evaluations, the
Committee generally set base annual salaries for the Chief Executive Officer and
the other executive officers in the median range of salaries contained in the
various surveys for comparable positions.
The Committee also reviewed each executive officer's performance and
responsibility to assess the payment of short-term incentive compensation. The
Committee uses the compensation surveys and takes into consideration the
performance of the Bank relative to its peer group, taking into consideration
profit growth, asset growth, return on equity, and return on assets. No
particular weight is given to each of these elements. The cash bonuses were
given based upon the role of such officers in the growth and profitability of
the Bank in 1998.
Each year, the Committee also considers the desirability of granting
long-term incentive awards under the Company's 1994 Incentive Stock Option Plan.
The Committee believes that grants of options focus the
9
Bank's senior management on building profitability and shareholder value. The
Committee notes in particular its view that stock option grants afford a
desirable long-term compensation method because they closely ally the interest
of management with shareholder value. In fixing the grants of stock options with
the senior management group, other than the Chief Executive Officer, the
Committee reviewed with the Chief Executive Officer recommended individual
awards, taking into account the respective scope of accountability and
contributions of each member of the senior management group. The award to the
Chief Executive Officer was fixed separately and was based, among other things,
on the review of competitive compensation data from selected peer companies and
information on his total compensation as well as the Committee's perception of
his past and expected future contributions to the Company's achievement of its
long-term goals.
COMPENSATION COMMITTEE
J. P. Causey Jr. - Chairman
P. Loy Harrell
James H. Hudson III
Thomas B. Whitmore Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998 and up to the present time, there were transactions
between the Company's banking subsidiary and certain members of the Compensation
Committee, or their associates, all consisting of extensions of credit by the
Bank in the ordinary course of business. Each transaction was made on
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with the
general public. In the opinion of management, none of the transactions involved
more than the normal risk of collectibility or present other unfavorable
features.
None of the members of the Compensation Committee has served as an
officer or employee of the Company or any of its affiliates. No director may
serve as a member of the Committee if he is eligible to participate in the
Incentive Plan or was at any time within one year prior to his appointment to
the Committee eligible to participate in the Incentive Plan.
10
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total shareholder
return on the Company's common stock with (1) the yearly cumulative total
shareholder return on stocks included in the NASDAQ stock index and (2) the
yearly cumulative total shareholder return on stocks included in the Independent
Bank Index prepared by the Carson Medlin Company. The Independent Bank Index is
the compilation of the total return to shareholders over the past 5 years of a
group of twenty-three independent community banks located in the southeastern
states of Florida, Georgia, North Carolina, South Carolina, Tennessee, Virginia,
and West Virginia.
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
below.
[GRAPH]
C&F FINANCIAL CORPORATION
Five Year Performance Index
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
C&F FINANCIAL CORPORATION 100 120 124 117 167 247
INDEPENDENT BANK INDEX 100 119 151 191 280 296
NASDAQ INDEX 100 98 138 170 209 293
11
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires directors,
executive officers, and 10% beneficial owners of the Company's common stock to
file reports concerning their ownership of common stock. Except as set forth
below, the Company believes that its officers and directors complied with all
filing requirements under Section 16(a) of the Securities Exchange Act of 1934
during 1998. The following persons inadvertently failed to file on a timely
basis reports required by Section 16(a) as follows: James H. Hudson III, Sture
G. Olsson, J. P. Causey Jr., and William E. O'Connell Jr. each filed one report
late involving one transaction. The required reports for these individuals were
filed as of December 28, 1998.
PROPOSAL TWO
APPROVAL OF THE AMENDED AND RESTATED 1998 NON-EMPLOYEE
DIRECTOR STOCK COMPENSATION PLAN
The C&F Financial Corporation 1998 Non-Employee Director Stock
Compensation Plan (the "Plan") was adopted by the Board of Directors on August
18, 1998, to be effective on September 1, 1998. The Plan made available up to
25,000 shares of common stock for awards to non-employee directors of the
Company and its wholly-owned subsidiary, Citizens and Farmers Bank (the "Bank"),
in the form of stock options ("Awards"). As of February 22, 1999, 8,000 options
to purchase company common stock were outstanding under the Plan.
The Board of Directors voted on February 16, 1999 to amend the Plan
to increase the number of shares of common stock authorized to be issued under
the Plan to 150,000 shares of common stock, subject to shareholder approval of
the Plan at the 1999 Annual Meeting.
The principal features of the Plan, as amended, are summarized in the
following paragraphs. This summary is subject, in all respects, to the terms of
the Plan. The Company will provide promptly, upon request and without charge, a
copy of the full text of the Plan to each person to whom a copy of this Proxy
Statement is delivered. Requests should be directed to the Chief Financial
Officer of the Company at Eighth and Main Streets, West Point, Virginia 23181.
PURPOSE. The purpose of the Plan is to promote a greater identity of
interest between non-employee directors of the Company and the Bank and the
Company's shareholders by increasing the participation of such directors'
proprietary interest in the Company through the receipt of Awards.
ADMINISTRATION. Under the terms of the Plan, one or more persons who
are employees of the Company and directors of the Board (the "Employee
Directors"), and such additional employees as the Employee Directors shall
designate, will be appointed to administer the Plan.
ELIGIBILITY. All non-employee directors of the Company and the Bank
("Non-Employee Directors") are eligible for Awards under the Plan. Non-Employee
Directors serving on both the Board of the Company and the Bank will be entitled
to receive only one Award under the Plan per year.
OPTIONS. The stock options awarded under the Plan will not constitute
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Accordingly, the stock options
will be non-qualified stock options ("NQSOs") and will be subject to taxation
under Section 83 of the Code.
Commencing on September 1, 1998 and on May 1 of each succeeding year
ending in the year 2008 or until there are insufficient shares of common stock
available for the grant of Awards in accordance with the terms of the Plan, each
Non-Employee Director will automatically receive an Award of 1,000 stock
options. At the discretion of the Board, the number of shares subject to the
automatic option may be increased up to 250 shares per year per participant, on
a cumulative basis, during the term of the Plan, subject to a maximum of 2,000
shares granted per year per participant.
12
Awards are not exercisable until April 30 in the calendar year
following its date of grant. However, an Award will be immediately exercisable
if the Non-Employee Director's membership on the board of directors of the
Company or the Bank terminates as a result of retirement in accordance with the
Company's or the Bank's policies, death, or disability (as defined in Section
22(e)(3) of the Code). An Award will be forfeited if, as of the termination of
the Non-Employee Director's membership on the board of directors of the Company
or the Bank, the Award is not then exercisable and such termination occurs for
any reason other than the Non-Employee Director's retirement in accordance with
the Company's or the Bank's policies, death, or disability (as defined above).
An Award may be exercised with respect to any number of whole shares less than
the full number for which the Award could be exercised.
The option exercise price will be the closing price (or, if there are
not trades on the date of grant, then the next preceding date that a closing
price is available) of the common stock as reported on NASDAQ (or other
applicable listing service or exchanges used by the Company) on the Award's date
of grant ("Fair Market Value"), or if in the judgment of the Board there is
insufficient recent trading activity to warrant determination of the Fair Market
Value solely on the basis of such closing prices on the listing service or
exchange, then the Fair Market Value will be determined as of the date of grant
in good faith by the Board.
Unless otherwise provided by the option agreement, upon the exercise
of an Award, in whole or in part, optionees must tender cash or a cash
equivalent to the Company in payment for the common stock purchased. In
addition, all or part of the option price may be paid by surrendering shares of
common stock to the Company. If common stock is used to pay all or part of the
option price, the shares surrendered must have a Fair Market Value that is not
less than such price or part thereof.
No stock option will be exercisable after ten years from the date of
grant.
SHARES SUBJECT TO THE PLAN. Up to 150,000 shares of common stock may
be issued under the Plan. Except as set forth below, shares of common stock
issued in connection with the exercise of, or as other payment for an Award will
be charged against the total number of shares issuable under the Plan. If any
Award terminates, in whole or in part, for any reason other than as a result of
being exercised, the common stock subject to such Award will be available for
further Awards.
In order to reflect such events as stock dividends, stock split-ups,
subdivisions or consolidations of shares of common stock, or transactions to
which Section 424 of the Code applies, the Employee Directors will adjust the
aggregate number of shares from which grants or awards may be made and the terms
of each outstanding Award.
CHANGE IN CONTROL. In order to maintain all the participants' rights
in the event of a Change in Control of the Company (as that term is defined in
the Plan), the Employee Directors, as constituted before such Change in Control,
may take in its sole discretion any one or more of the following actions either
at the time an Award is made or any time thereafter: (i) provide for the
acceleration of any time periods relating to the exercise or realization of any
such Awards so that such Award may be exercised or realized in full on or before
a date initially fixed by the Employee Directors; (ii) provide for the purchase
or settlement of any such Award by the Company, upon the participant's request,
for an amount of cash equal to the amount which could have been obtained upon
the exercise of such Award or realization of such participant's rights had such
Award been currently exercisable or payable; (iii) make such adjustment to any
such Award then outstanding as the Employee Directors deem appropriate to
reflect such Change in Control; or (iv) cause any such Award then outstanding to
be assumed, or new rights substituted therefor, by the acquiring or surviving
corporation in such Change in Control.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. A participant will not
recognize income on the grant of a NQSO, but generally will recognize income
upon the exercise of a NQSO. The amount of income recognized upon the exercise
of a NQSO will be measured by the excess, if any, of the Fair Market Value of
the shares at the time of exercise over the exercise price.
13
In the case of ordinary income recognized by an optionee as described
above in connection with the exercise of a NQSO, the Company will be entitled to
a deduction in the amount of ordinary income so recognized by the optionee,
provided the Company satisfies certain federal income tax withholding
requirements.
AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may
amend the Plan from time to time without the consent of the shareholders or
optionees. If the Board determines that shareholder approval is required and the
Plan is submitted for such approval and adopted, then no subsequent amendment
may become effective until shareholder approval is obtained if the amendment
materially increases the total number of shares of the common stock available
for grant under the Plan, materially modifies the class of eligible individuals
under the Plan, or materially increases the benefits to participants under the
Plan. No amendment will, without the participant's consent, adversely affect any
rights of such participant under any Award outstanding at the time such
amendment is made.
The Board may terminate the Plan at any time. The Plan will terminate
automatically, without any action of the Board, if, on any date of grant, there
are insufficient shares available for the grant of Awards in accordance with the
terms of the Plan.
VOTE REQUIRED. The affirmative vote of the holders of a majority of
the common stock cast at the Annual Meeting, assuming a quorum is present, is
required to ratify and approve the Plan including the options previously granted
thereunder.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ADOPTION OF
THE PROPOSED PLAN.
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, subject to ratification by the shareholders,
has appointed Yount, Hyde & Barbour, P.C. as independent public accountants for
the current fiscal year ending December 31, 1999.
A representative of Yount, Hyde & Barbour, P.C. will be present at
the Annual Meeting and will be given the opportunity to make a statement and
respond to appropriate questions from the shareholders. Unless marked to the
contrary, the shares represented by the enclosed proxy card, if executed and
returned, will be voted FOR the ratification of the appointment of Yount, Hyde &
Barbour, P.C. as the independent public accountants of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF YOUNT, HYDE & BARBOUR, P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company has
no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matters properly come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxy, to the extent entitled, in accordance with their best judgment.
14
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting must be received by the Company no later than November 20, 1999. Under
applicable law, the Board of Directors need not include an otherwise appropriate
shareholder proposal (including any shareholder nominations for director
candidates) in its proxy statement or form of proxy for that meeting unless the
proposal is received by the Company's Secretary, at the Company's principal
office in West Point, Virginia, on or before the date set forth above.
By Order of the Board of Directors
/s/ Gari B. Sullivan
-----------------------------
Gari B. Sullivan
SECRETARY
West Point, Virginia
March 15, 1999
15
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K REPORT (INCLUDING EXHIBITS)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER
31, 1998, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST
DIRECTED TO THE COMPANY'S SECRETARY AS SET FORTH ON THE FIRST PAGE OF THIS PROXY
STATEMENT.
16
C&F FINANCIAL CORPORATION
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Larry G. Dillon and James H. Hudson III,
jointly and severally as proxies, with full power to act alone, and with full
power of substitution to represent the undersigned, and to vote all shares of
the Company standing in the name of the undersigned as of February 22, 1999, at
the annual meeting of shareholders to be held Tuesday, April 20, 1999 - 3:30
p.m. at the Father van den Boogaard Center, 3510 King William Avenue, West
Point, Virginia, or any adjournments thereof, on each of the following matters.
This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
each proposal and on other matters at the discretion of the proxy agents.
(Continued and to be signed on Reverse Side)
Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example.
FOR
all nominees
(except as marked to the WITHHELD
contrary below.) from all nominees
1. To elect two Class [ ] [ ] Nominees:
III directors to serve
until the 2002 Annual Meeting of Shareholders, or until their J.P. Causey Jr.
successors are elected and qualified, as instructed below. William E. O'Connell Jr.
(Instruction: To withhold authority to vote for any nominee(s),
write that nominee(s) name on the space provided below.)
_______________________________________________________________
FOR AGAINST ABSTAIN
2. Proposal to approve the Company's Amended and Restated 1998 Non-Employee [ ] [ ] [ ]
Director Stock Compensation Plan.
3. Proposal to ratify the appointment of Yount, Hyde & Barbour, P.C. as [ ] [ ] [ ]
independent public accountants of the Company for 1999.
4. The transaction of any other business as may properly come before the Annual Meeting or any adjournment thereof. Management
presently knows of no other business to be presented at the Annual Meeting.
Meeting Attendance
I plan to attend the annual meeting on Tuesday, April 20th, 1999 at the location
printed on the back. I will also note the number of attendees.
Will [ ] Will not [ ]
Attend Attend
Meeting Meeting
Number of Attendees
_____________________________
Signature___________________________ _______________________ Dated _____________________________, 1999
NOTE: Please sign your name(s) exactly as shown imprinted hereon. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please
sign full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by
authorized person.