UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from________ to_____________
Commission File No. 333-37225
EASTERN VIRGINIA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1866052
(State of Incorporation) (I.R.S. Employer Identification No.)
307 Church Lane, Tappahannock, Virginia 22560
(Address of principal executive offices)
Registrant's telephone number (804) 443-4333
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $2 Par Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ ]
The aggregate market value of common stock held by non-affiliates of the
registrant as of March 12, 1999 was approximately $92,463,012.
The number of shares of the registrant's Common Stock outstanding as of March
12, 1999 was 5,136,834.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's 1998 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV.
Portions of the definitive Proxy Statement dated April 27,1999 to be delivered
to shareholders in connection with the Annual Meeting of Shareholders to be held
May 20,1999 are incorporated by reference into Part III.
EASTERN VIRGINIA BANKSHARES, INC.
FORM 10-K
For the Year Ended December 31, 1998
INDEX
Part I
Item 1. Business 2
Item 2. Properties 2
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of Security Holders 3
Part II
Item 5. Market for Registrants Common Stock and Related
Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 3
Item 7a. Quantitative and Qualitative Disclosures
About Market Risk 3
Item 8. Financial Statements and Supplementary Data 3
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures 3
Part III
Item 10. Directors and Executive Officers of the Registrant 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners
and Management 4
Item 13. Certain Relationships and Related Transactions 4
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 5
Signatures 6
PART 1
Item 1. Business
General
Eastern Virginia Bankshares, Inc. (the "Company" or "EVB") was organized and
chartered under the laws of the Commonwealth of Virginia on September 5, 1997
and commenced operations on December 29,1997 as a bank holding company. On
December 29, 1997, the effective date, Southside Bank (SSB) a state chartered
nonmember bank and Bank of Northumberland, Inc., (BNI) a state chartered Federal
Reserve member bank, the "Banks" , became wholly-owned subsidiaries of EVB. The
consummation of the affiliation of the Banks was a result of a definitive
agreement entered into on September 26, 1997. The Banks have retained their
respective names, banking offices, executive officers and boards of directors.
This form 10-K covers the first full year of operations for the period ended
December 31, 1998 and pro forma combined operations of the subsidiary companies
for periods prior to the actual consolidation
The remainder of the response to this Item is incorporated by reference to the
information under the captions "To Our Stockholders" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
EVB's Annual Report to Shareholders.
Employees
As of December 31, 1998, the Company had no employees. The subsidiary banks
employed 131 full-time equivalent employees. EVB's success is highly dependent
on its ability to attract and retain qualified employees. Competition for
employees is intense in the financial services industry. The Company believes it
has been successful in its efforts to recruit qualified employees, but there is
no assurance that it will continue to be successful in the future. None of the
Company's employees are subject to collective bargaining agreements. EVB
believes relations with its employees are excellent.
Item 2. Properties
EVB, the parent company, did not own any property as of December 31, 1998. The
Company's principal executive offices are located at 307 Church Lane,
Tappahannock, Virginia 22560. The corporate office is also the headquarters of
SSB and is adjacent to a 5,400 square foot SSB operations center. The two
subsidiary banks own 12 full service branch buildings including the land on
which 11 of those buildings are located. Northumberland and Middlesex Counties
each are the home to three of the branches. Essex County which houses the
corporate offices is home to two branches while Hanover County, King William
County, Caroline County and Gloucester County each have one full service branch
office. All properties are in good condition.
Item 3. Legal Proceedings
In the course of its operations, EVB and its subsidiaries are not aware of any
material pending or threatened litigation, unasserted claims and/or assessments
through December 31, 1998, or subsequent thereto. The only litigation in which
EVB and its subsidiaries, the Banks, are involved are collection suits involving
delinquent loan accounts in the normal course of business.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of 1998.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
The information titled "Common Stock Performance and Dividends" set forth on
page 52 of the 1998 Annual Report to Shareholders is incorporated herein by
reference and is filed herewith as Exhibit 13.1.
Item 6. Selected Financial Data
The information set forth on page 2 of the 1999 Annual Report to Shareholders is
incorporated herein by reference and filed herewith as Exhibit 13.2.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth on pages 9-26 of the 1999 Annual Report to
Shareholders is incorporated herein by reference and is filed herewith as
Exhibit 13.3.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The information set forth on pages 13-14 of the 1998 Annual Report to
Shareholders is incorporated herein by reference and is filed herewith as
Exhibit 13.3.
Item 8. Financial Statements and Supplementary Data
The following financial statements for the Company and independent auditors'
report set forth on pages 27-44 of the 1997 Annual Report to Shareholders are
incorporated herein by reference and are filed herewith as Exhibit 13.4.
o Balance Sheet as of December 31, 1998 and 1999
o Income Statement for the three years ended December 31, 1999
o Cash Flow Statement for the three years ended December 31, 1999
o Statement of Changes in Shareholders' Equity for the three years ended
December 31, 1999
o Notes to Financial Statements
o Independent Auditors' Report
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The response to this Item required by Item 401 of Regulation S-K, with respect
to directors, is incorporated by reference to the information under the caption
"Election of Directors" on pages 1 through 5 of EVB's Proxy Statement for the
1998 annual meeting of shareholders and with respect to executive officers, is
presented below.
Executive Officers of the Registrant
Following are the persons who were the executive officers of EVB as of December
31, 1998, their ages as of December 31, 1998, their current titles and positions
held during the last five years:
Robert L. Covington, 73, is the Chairman of the Board of Directors of EVB and
has been Chairman of the Board of BNI since 1991.
F. L. Garrett, III, 59, is the Vice-Chairman of the Board of Directors of EVB
and Chairman of the Board of SSB of which he has been a member since 1982. He
is an oysterman and a realtor in Essex County, VA
Thomas M. Boyd, Jr. 59 is the President and Chief Executive Officer of EVB.
Mr. Boyd has served as the President and Chief Executive Officer of SSB since
1982.
Lewis R. Reynolds 48 is the Executive Vice President of EVB. Mr. Reynolds has
served as the President and Chief Executive Officer of BNI since 1991.
Thomas E. Stephenson 44 is Chief Financial Officer of EVB. Mr. Stephenson has
been Vice President and Chief Financial Officer of SSB since 1987.
Item 11. Executive Compensation
The response to this Item is incorporated by reference to the information under
the caption "Executive Compensation" on pages 3 and 4 of EVB's Proxy Statement
for the 1999 annual meeting of shareholders .
Item 12. Security Ownership of Certain Beneficial Owners and Management
The response to this Item is incorporated by reference to the information under
the caption "Security Ownership of Management and Certain Beneficial Owners" on
page 3 of EVB's Proxy Statement for the 1999 annual meeting of shareholders.
Item 13. Certain Relationships and Related Transactions
The response to this Item is incorporated by reference to the information under
the caption "Interest of Directors and Officers in Certain Transactions" on
pages 4 and 5 of EVB's Proxy Statement for the 1999 annual meeting of
shareholders.
PART IV
Item 14. Exhibits, Financial Statements and Auditors' Report
(a) Financial Statements and Schedules
The financial statements set forth under Item 8 of this report on
Form 10-K are incorporated by reference. Financial statement
schedules have been omitted since they are either not required, not
applicable, or the information is otherwise included.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during 1998.
(C) Exhibit Listing
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation (No changes - Articles of
Incorporation filed with 1997 Form 10-K are incorporated
by reference)
3.2 Bylaws (No Changes - Bylaws filed with 1997 Form 10-K are
incorporated by reference)
10 Employment Contracts of Certain Officers and Directors is
incorporated by Reference to the information under the
caption "Employment Contracts" on page 4 of the Company's
Proxy Statement for the 1999 annual meeting of
shareholders.
13 Annual Report for fiscal year ended 12/31/98
21 Subsidiaries of the Registrant Incorporated by Reference
to page 31 of Annual Report
27 Financial Data Schedule
99 Proxy Statement
Signatures
Pursuant to the requirements of Section 13 or 15 (d) 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, in the town of
Tappahannock, State of Virginia, on March 25, 1999.
Eastern Virginia Bankshares, Inc.
By /s/Thomas E. Stephenson
-----------------------
Thomas E. Stephenson
Vice President, Chief Financial 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 Registrant and in
the capacities indicated on March 25, 1999.
Signature Title
/s/Robert L. Covington Chairman of the Board of Directors
- -----------------------
Robert L. Covington
/s/ F. L. Garrett, III Vice Chairman of the Board of Directors
- -----------------------
F. L. Garrett, III
/s/ Thomas M. Boyd, Jr. President and Chief Executive Officer
- ------------------------ and Director
Thomas M. Boyd, Jr.
/s/ Lewis R. Reynolds Executive Vice President and Director
- ------------------------
Lewis R. Reynolds
/s/ L. Edelyn Dawson, Jr. Director and Secretary of the Board
- -------------------------
L. Edelyn Dawson, Jr.
/s/ Warren Haynie, Jr. Director
- -------------------------
F. Warren Haynie, Jr.
/s/ W. Rand Cook Director
- -------------------------
W. Rand Cook
/s/ Eric A. Johnson Director
- -------------------------
Eric A. Johnson
/s/ William L. Lewis Director
- -------------------------
William L. Lewis
/s/ Thomas E. Stephenson Vice President, Chief Financial Officer
- ------------------------- (Principal Financial and Accounting Officer)
Thomas E. Stephenson