[SWVA BANCSHARES, INC. LETTERHEAD]
September 11, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of SWVA Bancshares,
Inc., (the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders (the "Meeting") to be held at the corporate offices of the Company
located at 302 Second Street, S.W., Roanoke, Virginia on October 7, 1997, at
10:30 a.m. The attached Notice of Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Meeting. During the Meeting, I will
also report on the operations of the Company. Directors and officers of the
Company, as well as representatives of Cherry Bekaert & Holland L.L.P.,
certified public accountants, will be present to respond to any questions
stockholders may have.
The matters to be considered by stockholders at the Meeting are described
in the accompanying Notice of Annual Meeting and Proxy Statement. The Board of
Directors of the Company has determined that the matters to be considered at the
Meeting are in the best interest of the Company and its stockholders. For the
reasons set forth in the Proxy Statement, the Board of Directors unanimously
recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY SHEET AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ B.L. Rakes
B.L. Rakes
President
SWVA Bancshares, Inc.
Southwest Virginia Savings Bank, FSB
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SWVA BANCSHARES, INC.
302 SECOND STREET, S.W.
ROANOKE, VIRGINIA 24011-1597
(540) 343-0135
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 7, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of SWVA Bancshares, Inc., (the "Company") will be held at the corporate offices
of the Company located 302 Second Street, S.W., Roanoke, Virginia on Tuesday,
October 7, 1997, 10:30 a.m. A proxy and a proxy statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of two directors of the Company; and
2. The ratification of the appointment of Cherry Bekaert & Holland L.L.P. as
independent auditors of the Company for the fiscal year ending June 30,
1998.
The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof may also be acted upon at the Meeting. The
Board of Directors is not aware of any other business to come before the
Meeting. Any action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on September 5, 1997 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE WITH THE SECRETARY OF THE COMPANY. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Barbara C. Weddle
Barbara C. Weddle
Secretary
Roanoke, Virginia
September 11, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
SWVA BANCSHARES, INC.
302 SECOND STREET, S.W.
ROANOKE, VIRGINIA 24011-1597
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ANNUAL MEETING OF STOCKHOLDERS
October 7, 1997
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General
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SWVA Bancshares, Inc. (the "Company") to be
used at the Annual Meeting of Stockholders of the Company (the "Meeting") which
will be held at the corporate offices of the Company located at 302 Second
Street, S.W., Roanoke, Virginia on Tuesday, October 7, 1997, 10:30 a.m., local
time. The accompanying Notice of Meeting and this Proxy Statement are being
first mailed to stockholders on or about September 11, 1997. The Company is the
sole shareholder of Southwest Virginia Savings Bank, FSB (the "Bank").
At the Meeting, stockholders will consider and vote upon (i) the election
of two directors, and (ii) the ratification of the appointment of Cherry Bekaert
& Holland L.L.P. as independent auditors of the Company for the fiscal year
ending June 30, 1998. The Board of Directors of the Company (the "Board" or the
"Board of Directors") knows of no additional matters that will be presented for
consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder the discretionary authority to vote the shares
represented by such proxy in accordance with their best judgment on such other
business, if any, that may properly come before the Meeting or any adjournment
thereof.
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Voting and Revocability of Proxies
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the nominees for directors set
forth below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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Voting Securities and Principal Holders Thereof
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Stockholders of record as of the close of business on September 5, 1997
(the "Record Date"), are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held. As of the Record Date, the Company
had 510,984 shares of Common Stock issued and outstanding.
The Articles of Incorporation of the Company ("Articles of Incorporation")
provide that in no event shall any record owner of any outstanding Common Stock
which is beneficially owned, directly or indirectly, by a person who
beneficially owns in excess of 10% of the then outstanding shares of Common
Stock (the "Limit") be entitled or permitted to any vote with respect to the
shares held in excess of the Limit. Beneficial ownership is determined pursuant
to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates or associates
(as such terms are defined in the Articles of Incorporation), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
plan or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (any shares held in excess
of the Limit shall not be considered entitled to vote) is necessary to
constitute a quorum at the Meeting. Any shares for which a broker indicates on
the proxy that it does not have discretionary authority to vote on such matter,
are considered "Broker Non-Votes." In the event there are not sufficient votes
for a quorum or to ratify any proposals at the time of the Meeting, the Meeting
may be adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are to be elected by a plurality of votes cast by the shares
entitled to vote in the election at a meeting of stockholders at which a quorum
is present.
As to the ratification of independent auditors as set forth in Proposal
II, by checking the appropriate box, a stockholder may: vote "FOR" the item,
(ii) vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on such item. Under the
Articles of Incorporation and Bylaws, unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-Votes or (b) proxies marked
"ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Record Date, persons or groups who own more than 5% of the
Common Stock and the ownership of all executive officers and directors of the
Company as a group. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
-2-
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------------
Southwest Virginia Savings Bank, FSB 45,155 8.84%
Employee Stock Ownership Plan
302 Second Street, S.W.
Roanoke, Virginia 24011-1597
All Directors and Executive Officers 57,072(1)(2)(3) 11.17%
as a Group (9 persons)
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(1) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes 10,950 shares of Common Stock that
executive officers have a right to acquire pursuant to the exercise of
options within 60 days from the Record Date. Includes 5,244 shares of
Common Stock allocated under the ESOP to executive officers, over which
such individuals exercise shared voting and investment power.
(2) Excludes 31,951 unallocated shares of Common Stock held under the Employee
Stock Ownership Plan ("ESOP") for which certain directors serve as members
of the administrative committee ("ESOP Committee") or as trustees for the
ESOP ("ESOP Trustees"). Such individuals disclaim beneficial ownership
with respect to such shares held in a fiduciary capacity. The ESOP
purchased such shares for the exclusive benefit of ESOP participants with
funds borrowed from the Company. These shares are held in a suspense
account and will be allocated among ESOP participants annually on the
basis of compensation as the ESOP debt is repaid. The Board of Directors
has appointed B.L. Rakes, John L. Hart, and Michael M. Kessler to serve as
the ESOP Committee and Michael M. Kessler, James H. Brock, and Glen C.
Combs to serve as the ESOP Trustees. The ESOP Committee or the Board
instructs the ESOP Trustees regarding investment of ESOP plan assets. The
ESOP Trustees must vote all shares allocated to participant accounts under
the ESOP as directed by ESOP participants. Unallocated shares and shares
for which no timely voting direction is received will be voted by the ESOP
Trustees as directed by the ESOP Committee.
(3) Excludes 20,177 shares of Common Stock held by the Southwest Virginia
Savings Bank, FSB Management Stock Bonus Plan ("Management Stock Bonus
Plan") as of the close of business on the Record Date. Directors Hart,
Hoge, Brock, Combs, and Kessler collectively serve as trustees to the
Management Stock Bonus Plan' trust, and such individuals disclaim
beneficial ownership with respect to such shares held in a fiduciary
capacity.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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The Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
The officers and directors of the Company and beneficial owners of greater than
10% of the Common Stock ("10% beneficial owners") are required to file reports
on Forms 3, 4, and 5 with the SEC disclosing changes in beneficial ownership of
the Common Stock. Based on the Company's review of such ownership reports, to
the best of the Company's knowledge, no officer, director, or 10% beneficial
owner of the Company failed to file such ownership reports on a timely basis for
the fiscal year ended June 30, 1997.
-3-
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. One class of directors, consisting of John L. Hart and B.L.
Rakes, has a term of office expiring at the Meeting. A second class, consisting
of F. Courtney Hoge and Barbara C. Weddle, has a term of office expiring at the
annual meeting of stockholders to be held in 1998. A third class, consisting of
James H. Brock, Glen C. Combs, and Michael M. Kessler, has a term of office
expiring at the annual meeting of stockholders to be held in 1999. The Board of
Directors currently consists of seven members. Two directors will be elected at
the Meeting to serve for three-year terms or until a successor has been elected
and qualified.
John L. Hart and B.L. Rakes have been nominated by the Board of Directors
to serve as directors. Messrs. Hart and Rakes are currently members of the Board
and have been nominated for three-year terms to expire in 2000. It is intended
that the persons named in the proxies solicited by the Board will vote for the
election of the named nominees. If a nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board may
be reduced to eliminate the vacancy. At this time, the Board knows of no reason
why a nominee might be unavailable to serve.
The following table sets forth the nominees and the directors continuing
in office, their name, age, the year they first became a director of the Company
or the Bank, the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned. Each
director of the Company is also a member of the Board of Directors of the Bank.
Year First Current Shares of Common
Elected or Term to Stock Benefically Percent of
Name Age(1) Appointed (2) Expire Owned (3)(4) Class (5)
---- ------ ------------- ------- ------------ ---------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
John L. Hart 77 1960 1997 11,465(6)(13)(14) 2.24%
B.L. Rakes 64 1977 1997 18,446(7)(13) 3.61%
DIRECTORS CONTINUING IN OFFICE
F. Courtney Hoge 56 1979 1998 4,965(8)(14) .97%
Barbara C. Weddle 60 1987 1998 7,178(9) 1.40%
James H. Brock 55 1985 1999 5,497(10)(13)(14) 1.08%
Glen C. Combs 50 1987 1999 11,465(11)(13)(14) 2.24%
Michael M. Kessler 45 1987 1999 5,790(12)(13)(14) 1.13%
(footnotes appear on next page)
-4-
(footnotes to table on prior page)
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(1) At June 30, 1997.
(2) Refers to the year the individual first became a director of the Company
or the Bank. All directors of the Bank during June 1994 became directors
of the Company when it was incorporated in June 1994.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust, and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated.
(4) Beneficial ownership as of the Record Date.
(5) Percentages are calculated on the basis of the amount of outstanding
Common Stock, excluding Common Stock held by or for the account of the
Company or its subsidiaries, plus Common Stock deemed outstanding pursuant
to the Rules under the 1934 Act. The amount of Common Stock that an
individual has a right to acquire (e.g., pursuant to the exercise of
options or through the vesting of restricted stock) within 60 days from
the Record Date is included when calculating that individual's percentage
of Common Stock beneficially owned.
(6) Includes 3,167 shares of Common Stock owned directly by Mr. Hart. Includes
4,694 shares held by Mr. Hart's IRA, 2,079 shares held by the IRA of Mr.
Hart's wife, and 222 shares held by Mr. Hart's wife, over which he
exercises shared voting and investment power. Includes 1,140 shares of
Common Stock that the individual has a right to acquire pursuant to
exercisable options, and 163 shares of restricted Common Stock that will
vest within 60 days from the Record Date within 60 days from the Record
Date.
(7) Includes 814 shares which Mr. Rakes owns directly. Includes 1,863 shares
of Common Stock allocated to Mr. Rakes under the ESOP, 1,921 shares held
in Mr. Rakes' IRA, 750 shares owned directly by Mrs. Rakes, 6,281 shares
held in Mrs. Rakes' IRA, 298 shares held jointly by Mr. Rakes and his
wife, over which Mr. Rakes exercises shared voting and investment power.
Includes 5,704 shares of Common Stock that the individual has a right to
acquire pursuant to exercisable options, and 815 shares of restricted
Common stock that will vest within 60 days from the Record Date.
(8) Includes 162 shares of Common Stock owned directly by Mr. Hoge. Includes
3,500 shares held jointly by Mr. Hoge and his wife, over which Mr. Hoge
exercises shared voting and investment power. Includes 1,140 shares of
Common Stock that the individual has a right to acquire pursuant to
exercisable options, and 163 shares of restricted Common Stock that will
vest within 60 days from the Record Date.
(9) Includes 424 shares of Common Stock owned directly. Includes 1,365 shares
of Common Stock allocated to Ms. Weddle under the ESOP, 370 shares held in
Ms. Weddle's IRA, and 1,630 shares held jointly by Ms. Weddle and her
husband, over which shares Ms. Weddle exercises shared voting and
investment power. Includes 2,966 shares of Common Stock that the
individual has a right to acquire pursuant to exercisable options and 423
shares of restricted Common Stock that will vest within 60 days from the
Record Date.
(10) Includes 162 shares of Common Stock owned directly. Includes 3,500 shares
owned by Mr. Brock jointly with his wife, 321 shares held in Mr. Brock's
IRA, and 211 shares held by Mr. Brock as custodian for his son, over which
shares he exercises joint voting and investment power. Includes 1,140
shares of Common Stock that the individual has a right to acquire pursuant
to exercisable options and 163 shares of restricted Common Stock that will
vest within 60 days from the Record Date.
(11) Includes 5,162 shares of Common Stock owned directly. Includes 5,000
shares held by an IRA of Mr. Combs' wife, over which he exercises joint
voting and investment power. Includes 1,140 shares of Common Stock that
the individual has a right to acquire pursuant to exercisable options and
163 shares of restricted Common Stock that will vest within 60 days from
the Record Date.
(12) Includes 2,362 shares directly owned by Mr. Kessler and 2,125 shares held
in Mr. Kessler's IRA. Includes 1,140 shares of Common Stock that the
individual has a right to acquire pursuant to exercisable options and 163
shares of restricted Common Stock that will vest within 60 days from the
Record Date.
(13) Excludes 31,951 unallocated shares of Common Stock held under the ESOP for
which certain directors serve as members of the ESOP Committee or as ESOP
Trustees. Such individual disclaims beneficial ownership with respect to
such shares held in a fiduciary capacity. The ESOP purchased such shares
for the exclusive benefit of ESOP participants with funds borrowed from
the Company. These shares are held in a suspense account and will be
allocated among ESOP participants annually on the basis of compensation
-5-
as the ESOP debt is repaid. The Board of Directors has appointed B.L.
Rakes, John L. Hart, and Michael M. Kessler to serve as the ESOP Committee
and Michael M. Kessler, James H. Brock, and Glen C. Combs to serve as the
ESOP Trustees. The ESOP Committee or the Board instructs the ESOP Trustees
regarding investment of ESOP plan assets. The ESOP Trustees must vote all
shares allocated to participant accounts under the ESOP as directed by
ESOP participants. Unallocated shares and shares for which no timely
voting direction is received will be voted by the ESOP Trustees as
directed by the ESOP Committee.
(14) Excludes 20,177 shares of Common Stock held by the Management Stock Bonus
Plan's trust, to which the individual serves as trustee. Such individual
disclaims beneficial ownership with respect to such shares held in a
fiduciary capacity.
The following table sets forth the non-director executive officers of the
Company and the Bank, their name, age, the year they first became an officer of
the Company or the Bank, and their current position with the Company or the
Bank.
Year First
Appointed as
Name of Individual Age (1) Officer(2) Position (3)
- ------------------ ------- ---------- ------------
Wayne F. Munden 53 1985 Senior Vice President/
Director of Lending
Mary G. Staples 43 1990 Treasurer/
Controller
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(1) As of June 30, 1997.
(2) Refers to the year the individual first became an officer of the Bank.
(3) Mr. Munden serves as an executive officer of the Bank. In addition to
serving as Treasurer/Controller of the Company, Ms. Staples serves as Vice
President of Operations and as Treasurer/Controller of the Bank.
Biographical Information
Set forth below is certain information with respect to the executive
officers and directors of the Company and executive officers of the Bank. All
directors have held their present positions for five years unless otherwise
stated.
John L. Hart has been an attorney-at-law with his own general civil
practice in Roanoke since 1950. He also serves as General Counsel to the Bank
and has a retainer agreement with the Bank (see "Certain Relationships and
Related Transactions" below).
B.L. Rakes has been President, Chief Executive Officer and Chief Financial
Officer of the Bank since 1977 and has been employed by the Bank since 1959. He
served as Vice President and Treasurer from 1973 to 1977, and as Secretary from
1974 to 1977. He is a member and past President of the Rotary Club of Roanoke
and an arbitrator for the Roanoke Better Business Bureau.
F. Courtney Hoge has been an insurance sales representative for New York
Life Insurance Company, Roanoke, Virginia since 1975. He is a member of the
Blood Services Committee of the Roanoke Chapter of the American Red Cross, past
President of the E. Price Ripley Memorial Foundation, a member of the board of
directors of the Life Line Foundation of the Rescue Mission, past President of
the Roanoke Association of Life Underwriters and past President of the Roanoke
Valley Estate Planning Council.
Barbara C. Weddle has been Senior Vice President of the Bank since 1985,
in which capacity she oversees the savings, accounting and personnel
departments. She has served as Secretary of the Bank
-6-
since 1977. She has been employed by the Bank since 1965 in various capacities
and served as a Vice President from 1977 until 1985.
James H. Brock is currently President of Rusco Window Company, Roanoke,
Virginia, a manufacturer and distributor of home improvement products which has
employed Mr. Brock since 1970. He is a member and past President of the Rotary
Club of Roanoke, past President of the Better Business Bureau, and a former
member of the board of directors of the Credit Marketing and Management
Association.
Glen C. Combs is the President and sole owner of M&M Brokerage, a food
brokerage located in Roanoke, Virginia. Mr. Combs is a former member of the
Rotary Club of Roanoke and the Roanoke Food Brokers Association and a past Board
member of Inter-City Athletic Association.
Michael M. Kessler has been the President and sole stockholder of Kessler
Associates, Ltd., a photo processing company, since 1984. He is also a member
and past President of the Rotary Club of Roanoke, past President of the Virginia
Professional Photographers Association, a past member of the Board of Governors
of the Southeastern Professional Photographers Association, past chairman of the
Specialist Group of the Professional Photographers of America and a past Board
Member of the Better Business Bureau. He is listed in Who's Who of American
Executives.
Wayne F. Munden has been a Senior Vice President since 1985 in which
capacity he is Director of Lending. He has been employed by the Bank since 1968
and served as Vice President from 1977 to 1985. He is a member of the Rotary
Club of Roanoke.
Mary G. Staples has been Vice President of Operations for the Bank since
1997. She has served as Controller/Treasurer since 1990. She has been employed
by the Bank since 1972 in various capacities.
Stockholder Nominations
Pursuant to the Company's Articles of Incorporation, nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing as set forth in the Articles of
Incorporation. To be timely, a stockholder's notice shall be received by the
Chairman of the Nominating Committee of the Board (which notice may be sent to
such Chairman in care of the Secretary of the Company) or, in the absence of
such a Nominating Committee, by the Secretary of the Company, not less than 14
days nor more than 60 days prior to any meeting of the stockholders called for
the election of directors; provided, however, that if fewer than 21 days notice
of the meeting is given to stockholders, such written notice shall be received
not later than the close of the tenth day following the day on which notice of
the meeting was mailed to stockholders.
The stockholder's notice must contain certain information as required by
and set forth in the Articles of Incorporation. In addition, the stockholder
making such nomination shall promptly provide any other information reasonably
requested by the Company. The nomination made by a stockholder may be made only
at a meeting of the stockholders of the Company called for the election of
directors at which such stockholder is present in person or by proxy, and can
only be made by a stockholder who has theretofore complied with the notice
provisions set forth in the Articles of Incorporation.
-7-
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings of
the Board. The Board of Directors of the Company did not have committees during
the fiscal year ended June 30, 1997, but the committees of the Bank's Board of
Directors acted as committees for both the Company and the Bank. During the
fiscal year ended June 30, 1997, the Board of Directors of the Company held 8
regular meetings. No director of the Company attended fewer than 75% of the
total meetings of the Board of Directors of the Company and committees on which
such director served during the fiscal year ended June 30, 1997.
During the 1997 fiscal year, Directors Hoge, Brock, Combs, Kessler, and
Weddle acted as the Company's nominating committee ("Nominating Committee"),
which is non-standing committee, for selecting the management nominees for
election of directors in accordance with the Company's Bylaws. In its
deliberations, the Nominating Committee considers the candidate's knowledge of
the banking business and involvement in community, business, and civic affairs.
While the Board of Directors will consider nominees recommended by stockholders,
it has not actively solicited recommendations from the Company's stockholders
for nominees nor, subject to the procedural requirements set forth in the
Articles of Incorporation and Bylaws, established any procedures for this
purpose. The Board of Directors of the Company met once as the Nominating
Committee during the 1997 fiscal year.
The Audit Committee, a standing committee, is comprised of Directors Hart
(Chairman), Hoge, Brock, Combs, and Kessler. The Audit Committee annually
selects the independent auditors and meets with the accountants to discuss and
review the annual audit. The Audit Committee is further responsible for internal
controls for financial reporting. The Audit Committee met once during the fiscal
year ended June 30, 1997.
The Executive Committee, a standing committee, consists of Directors Hart
(Chairman), Rakes, Combs, and Hoge. The Executive Committee meets on call. It
offers guidance to the Bank's and the Company's management. When necessary, it
performs functions of the full Board during the intervals between meetings of
the Board of Directors. The Executive Committee held one meeting during the
fiscal year ended June 30, 1997. The Executive Committee also acts as the
Personnel Committee.
The full Board of Directors acts as a standing compensation committee,
however, at times the Personnel Committee is directed to act on compensation
matters, and any action taken by the Personnel Committee must be approved by the
Board of Directors. The Board of Directors met twice in fiscal 1997 to review
and approve salary adjustments for senior management.
The Retirement Committee consists of Directors Hoge (Chairman), Hart, and
Weddle. The Retirement Committee meets on call to review and study the Bank's
retirement plans. The Retirement Committee did not meet during the fiscal year
ended June 30, 1997.
Directors' Compensation
The Company pays Board of Director fees of $3,600 per year to each member
of its Board of Directors. The Company paid a total of $25,200 in directors fees
during the fiscal year ended June 30, 1997.
The Bank also pays Board of Director fees. Chairman Hart receives $400
monthly and $350 per meeting attended and all other directors are paid $350 per
meeting attended. Directors Rakes and Weddle do not receive fees for attendance
of meetings of the Board of Directors of the Bank or any of its
-8-
committees. Each non-employee director attending a meeting of the Executive
Committee, Retirement Committee, or Loan Committee of the Bank receives a fee of
$100 per meeting attended. The Bank paid a total of $31,950 in board and
committee fees to members of the Board of Directors during the fiscal year ended
June 30, 1997.
Stock Awards. On October 25, 1995, the stockholders of the Company
approved the SWVA Bancshares, Inc. 1994 Stock Option Plan ("1994 Stock Option
Plan") and the Southwest Virginia Savings Bank, FSB Management Stock Bonus Plan
("Management Stock Bonus Plan"). Directors Hart, Hoge, Brock, Combs, and Kessler
each received (as of the date of stockholder approval) options to purchase 2,852
shares of Common Stock under the 1994 Stock Option Plan and 1,141 shares of
restricted stock under the Management Stock Bonus Plan. The options granted to
these directors will be first exercisable at a rate of 20% one year from the
date of grant and 20% annually thereafter. Restricted stock granted to the above
named directors will vest 14.28% one year from the date of grant and 14.28%
annually thereafter.
Executive Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the Chief Executive Officer of the
Company. No executive officer of the Company had a salary and bonus during the
fiscal year ended June 30, 1997 that exceeded $100,000 for services rendered in
all capacities to the Company.
Long Term Compensation
Annual Compensation Awards
---------------------------------- ----------------------------
Securities
Restricted Underlying
Name and Fiscal Other Annual Stock Options/ All Other
Principal Position Year Salary Bonus Compensation(1) Awards($)(2) SARs(#) Compensation
- ------------------ ---- ------ ----- --------------- ------------ ---------- -------------
B.L. Rakes 1997 $97,245 $ -- $3,800 -- -- $24,050(4)
President 1996 $95,995 $ -- $4,760 $95,202(3) 14,264 $23,098(5)
1995 $95,995 $ -- $2,900 -- -- $19,610(6)
- ------------------------
(1) Consists of board of director fees from the Company and Southwest
Virginia Service Corp. Does not include the value of certain other
benefits, such as automobile allowances, which do not exceed 10% of
the total salary and bonus of the individual.
(2) As of the end of the 1997 fiscal year, Mr. Rakes had 5,705 shares of
restricted stock in the aggregate which had a total value of $91,280
(calculated by multiplying the aggregate number of restricted stock
by the Common Stock's closing market price as of the last day of the
1997 fiscal year). Dividends will be paid on the restricted stock
awarded.
(3) The value of restricted stock granted is calculated by multiplying
(i) the number of restricted stock granted by (ii) the Common
Stock's closing market price as of the date of grant.
(4) Includes 614 shares of Common Stock allocated, in the 1997 fiscal
year, under the ESOP with a market value as of June 30, 1997, of
$16.00 per share, for a total value of $9,824, and includes accruals
under the Bank's Supplemental Executive Retirement Plan of $14,226
for the fiscal year ending June 30, 1997.
(5) Includes 626 shares of Common Stock allocated, in the 1996 fiscal
year, under the ESOP with a market value as of June 30, 1996, of
$15.60 per share, for a total value of $9,766, and includes accruals
under the Bank's Supplemental Executive Retirement Plan of $13,332
for the fiscal year ending June 30, 1996.
(6) Includes 596 shares of Common Stock allocated, in the 1995 fiscal
year, under the ESOP with a market value as of June 30, 1995, of
$11.938 per share, for a total value of $7,115. Includes accruals
under the Supplemental Executive Retirement Plan of $12,495 for the
fiscal year ended June 30, 1995.
-9-
Employment Agreement
The Bank maintains an employment agreement with B.L. Rakes,
President and Chief Executive Officer of the Bank. The employment agreement is
for a term of three years at his then current salary level. The employment
agreement may be terminable by the Bank for "just cause" as defined in the
employment agreement. If the Bank terminates Mr. Rakes without just cause, he
will be entitled to a continuation of his salary from the date of termination
through the remaining term of the employment agreement. The employment agreement
contains a provision stating that in the event of his involuntary termination of
employment in connection with, or within one year after, any change in control
of the Bank, Mr. Rakes will be paid in a lump sum an amount equal to 2.99 times
his average annual compensation for the prior five years. If Mr. Rakes becomes
disabled he will receive 100% of his salary for the first twelve months of his
disability and 65% of his salary for the next 24 months or the remaining term of
the employment agreement, whichever is less. The employment agreement may be
renewed annually by the Board of Directors upon a determination of satisfactory
performance.
Other Benefits
Pension Plan. The Bank is a participating employer in a
multiple-employer pension plan sponsored by the Financial Institutions
Retirement Fund (the "Pension Plan"). All full-time employees of the Bank are
eligible to participate after one year of service and attainment of age 21. A
qualifying employee becomes fully vested in the Pension Plan upon completion of
five years service or when the normal retirement age of 65 is attained. The
Pension Plan is intended to comply with the Employee Retirement Income Security
Act of 1974, as amended.
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual allowance payable under the
Pension Plan is equal to 1.5% of the average annual salary (excluding overtime
and bonuses) for the five highest years of salary during benefits service
multiplied by the number of years of credited service. A participant who is
vested in the Pension Plan, with 15 years of service, may take an early
retirement and elect to receive a reduced monthly benefit beginning as early as
age 55. The Pension Plan also provides for payments in the event of disability
or death. At June 30, 1997, Mr. Rakes had 37 years of credited service under the
Pension Plan.
Supplemental Executive Retirement Plan
The Bank has adopted a supplemental executive retirement plan
("SERP") for the benefit of B.L. Rakes, President and Barbara C. Weddle, Senior
Vice President. The purpose of the SERP is to furnish each individual with
supplemental post-retirement benefits in addition to those which will be
provided under the Pension Plan and other retirement benefits. In accordance
with the SERP, upon retirement at age 65, each participant will receive a
monthly payment for a period of 240 months equal to the equivalent monthly
amount constituting 75% of the highest five year average salary reduced by
benefits payable under the Pension Plan. Benefits may be paid upon early
retirement after age 55 and 15 years of service with the Bank. Payments under
the SERP will be accrued for financial reporting purposes during the period of
employment of the participant. The SERP will be unfunded. All benefits payable
under the SERP will be paid from current assets of the Bank. There are no tax
consequences to either the participant or the Bank related to the SERP prior to
payment of benefits. Upon receipt of payment of benefits, the participant will
recognize taxable ordinary income in the amount of such payments received and
the Bank will be entitled to recognize a tax-deductible compensation expense at
that time. Benefits under the SERPs shall be immediately payable upon death or
disability of the participant, or upon termination of participant within one
year of a change in control of the Bank.
-10-
1994 Stock Option Plan
Pursuant to the SWVA Bancshares, Inc. 1994 Stock Option Plan ("1994
Stock Option Plan"), shares of Common Stock were reserved for issuance by the
Company upon exercise of stock options granted to officers, directors, and key
employees of the Company (or any present of future parent or subsidiary of the
Company). The purpose of the 1994 Stock Option Plan is to provide additional
incentive to certain officers, directors, and key employees by facilitating
their purchase of a stock interest in the Company. The 1994 Stock Option Plan,
which has previously been approved by the Company's stockholders, became
effective on October 25, 1995 and provides for a term of ten years, after which
no awards may be made, unless earlier terminated by the Board of Directors
pursuant to the terms of the 1994 Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercise Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------------------------------------------------------------------------------
B.L. Rakes 0 $0 2,853/ 11,412 $0 / $0 (1)
- ---------------
(1) Based upon an exercise price of $16.69 per share versus a closing price of
$16.00 at June 30, 1997.
- -------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------------------------------
Director Hart serves as the Bank's General Counsel and has a
retainer agreement with the Bank. During the fiscal year ended June 30, 1997,
Director Hart earned legal fees from the Bank in connection with title,
foreclosure, and deed services and retainer fees.
Except as noted below, no directors, executive officers, or
immediate family members of such individuals were engaged in transactions with
the Bank or any subsidiary involving more than $60,000 during the fiscal year
ended June 30, 1997. Furthermore, the Bank had no "interlocking" relationships
existing on or after June 30, 1997 in which (i) any executive officer is a
member of the Board of Directors/Trustees of another entity, one of whose
executive officers is a member of the Bank's Board of Directors, or where (ii)
any executive officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Bank's Board of
Directors.
Set forth below is certain information as of June 30, 1997, relating
to mortgage and other loans given to executive officers and directors and their
immediate family who had aggregate outstanding loan balances with the Bank of
$60,000 or greater.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. Such
loans have been made in the ordinary course of business and on substantially the
same terms, including interest rates and collateral as those prevailing at the
time for comparable transactions with the Bank's other customers, and do not
involve more than
-11-
the normal risk of collectability, nor present other unfavorable features.
However, as part of the Bank's compensation program, the Bank makes
adjustable-rate first mortgage loans to full-time employees, officers, directors
and related parties at 1% above the bank's cost of funds while adjustable-rate
second mortgages and cash out refinances are made at 1.5% above the Bank's cost
of funds. Such rates are only effective while such persons are employees,
officers, directors (including loans to related parties of such individuals) of
the Bank and continue to occupy the real estate securing the loans as their
primary residence.
Highest Unpaid
Balance
Outstanding
During Last Unpaid
Original Interest Prevailing Rate Two Fiscal Balance As
Name of Officer Date Loan Rate at Time Loan Years Ended Of June 30,
or Director Type of Loan Originated Amount Charged was Made June 30, 1997 1997
- ----------------- -------------- ---------- --------- -------- --------------- ------------- -----------
Wayne F. Munden Home Mortgage 05/30/97 $200,000 5.50%(2) 5.50% $200,000 $200,000
Bridge Loan 05/23/97 $ 85,000 9.50%(3) 9.50% $ 85,000 $ 85,000
90-Day Note
- ----------------------
(1) The interest rate of 5.50% on the home mortgage loan is an adjustable rate
mortgage plan. The loan was modified at the time the loan was made to 1%
above the cost of Bank's funds rounded to the next one-quarter percent.
The rate on this loan adjusts annually.
(2) The bridge loan of $85,000 will be paid off when Mr. Munden sells his
present home. As of August 18, 1997, Mr. Munden had a contract for the
sale of his home.
- -------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- -------------------------------------------------------------------------------
Cherry Bekaert & Holland L.L.P. served as the Company's auditors for the
fiscal year ended June 30, 1997. The Board of Directors has approved the
selection of Cherry Bekaert & Holland L.L.P. as its auditors for the fiscal year
ended June 30, 1998, subject to ratification by the Company's stockholders. A
representative of Cherry Bekaert & Holland L.L.P. is expected to be present at
the Meeting to respond to stockholders' questions and will have the opportunity
to make a statement if he or she so desires.
Ratification of the appointment of the auditors requires the approval of a
majority of the votes cast by the stockholders of the Company at the Meeting.
The Board of Directors recommends that stockholders vote "FOR" the ratification
of the appointment of Cherry Bekaert & Holland L.L.P. as the Company's auditors
for the fiscal year ended June 30, 1998.
- -------------------------------------------------------------------------------
OTHER MATTERS
- -------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.
-12-
- -------------------------------------------------------------------------------
MISCELLANEOUS
- -------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation. The
Company has retained Kissel Blake Inc., New York, New York to assist in the
solicitation of proxies at a cost to the Company not anticipated to exceed
$4,500 plus reimbursement of certain incurred expenses.
The Company's 1997 Annual Report to Stockholders, including financial
statements, will be mailed to all persons who were stockholders of record as of
the close of business on September 5, 1997. Any stockholder who has not received
a copy of the 1997 Annual Report to Stockholders may obtain a copy by writing to
the Secretary of the Company. The 1997 Annual Report to Stockholders is not to
be treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
- -------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- -------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
302 Second Street, S.W., Roanoke, Virginia 24011-1597, no later than May 14,
1998. Any such proposals shall be subject to the requirements of the proxy rules
adopted under the 1934 Act.
- -------------------------------------------------------------------------------
FORM 10-KSB
- -------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
JUNE 30, 1997, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, SWVA
BANCSHARES, INC., 302 SECOND STREET, S.W., ROANOKE, VIRGINIA 24011-1597.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Barbara C. Weddle
Barbara C. Weddle
Secretary
Roanoke, Virginia
September 11, 1997
-13-
[__] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE SWVA BANCSHARES, INC.
- -------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
October 7, 1997
- -------------------------------------------------------------------------------
With- For All
For hold Except
The undersigned hereby appoints the Board of Directors of SWVA 1. The election as director of all [__] [__] [__]
Bancshares, Inc. ("Company"), or its designee, with full powers of all nominees listed below, each
substitution, to act as attorneys and proxies for the undersigned, for a three year term (except
to vote all shares of Common Stock of the Company which the undersigned as marked to the contrary:
is entitled to vote at the 1997 Annual Meeting of Stockholders
("Meeting"), to be held at the corporate offices of the Company John L. Hart B.L. Rakes
located at 302 Second Street, S.W., Roanoke, Virginia on October 7,
1997, at 10:30 a.m. and at any and all adjournments thereof, in the INSTRUCTION: To withhold authority to vote for any
following manner: individual nominee, mark "For All Except" and write
that nominee's name in the space provided brlow.
---------------------------------------------------------
For Against Abstain
2. The ratification of the [__] [__] [__]
appointment of Cherry
Bekaert & Holland L.L.P.
as independent auditors
for the Company for the
fiscal year ending
June 30, 1998.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING [__]
In their discretion, such attorneys and proxies are
authorized to vote any other business that may properly
come before the Meeting or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE
ABOVE LISTED PROPOSITIONS.
Please be sure to sign and date | Date | Please sign exactly as your name appears on this proxy.
This Proxy in the box below. | | When signing as attorney, executor, administrator,
_______ | | trustee or guardian, please give your full title. If
| | shares are held jointly, each holder should sign.
| |
|_______Stockholder sign above______Co-holder (if any) sign above_____| THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
SWVA BANCSHARES, INC.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The above-signed may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of the Company of his or her decision
to terminate this proxy.
The above-signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting and a proxy statement
dated September 11, 1997.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 ss. 240.14a-11(c) or ss. 240.14a-12
SWVA Bancshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) 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:
- --------------------------------------------------------------------------------