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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, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
SEC Commission File No : 0-22578
FIRST PATRIOT BANKSHARES CORPORATION
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(Exact name of registrant as specified in its charter)
State of Virginia 54-151425
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12120 Sunset Hills Road, Reston, Virginia 22090
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code : (703) 471-0900
Securities registered pursuant to section 12(b) of the Act : None
Securities registered pursuant to section 12(g) of the Act :
Common stock, $2.50 par value per share
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(Title of Class)
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 or
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 .
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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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10 - K or any
amendment to this Form 10 - K. [x]
Based on the closing sales price of $16.31 per share of the registrant's
common stock on February 28, 1997, as reported by the National Association of
Securities Dealers under the symbol FPBK, the aggregate market value of the
voting stock held by non-affiliates was approximately $24,838,718. There were
2,020,929 shares of Common Stock outstanding on February 28, 1997.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report and audited Financial Statements of First Patriot
Bankshares Corporation at December 31, 1996 (the "Annual Report").
2. Proxy Statement for Special Shareholders Meeting (the "Proxy") to be
held in June, 1997.
PART I
ITEM 1. BUSINESS
GENERAL
The First Patriot Bankshares Corporation (the "Company") was
incorporated as a Virginia corporation on August 31, 1989 solely to acquire all
of the issued and outstanding capital stock of Patriot National Bank (the
"Bank"). The primary activity of the Company is the ownership and operation of
the Bank, which commenced operations on April 13, 1990.
In September, 1994 the Company participated in the formation of 2071
Chain Bridge Road, L.L.C., (the L.L.C.) a limited liability company, organized
for the purpose of purchasing an office building comprised of 43,870 square
feet located in Tysons Corner, Virginia. The Company owns 75% of the L.L.C.
and leases office space in the building. In February, 1996 the Bank purchased
the remaining 25% of the L.L.C..
The Bank is organized as a national banking association under the laws
of the United States. The Bank engages in general community and commercial
banking business from its Headquarters in Reston, Virginia, and its eight
branches, emphasizing quality convenient service.
BANKING SERVICES
The Bank offers a full range of deposit services, including checking
accounts, savings accounts and other time deposits of various types, ranging
from daily money market accounts to longer-term certificates of deposit. The
transaction accounts and time certificates are tailored to the principal market
areas at rates competitive to those offered in the area. Retirement accounts
such IRA (Individual Retirement Accounts) and SEP (Simplified Employee Pension)
accounts are available. Custodian and other services are available for 401(k)
profit sharing plans. All deposit accounts are insured by the FDIC up to the
maximum amount of $100,000 per depositor. The Bank solicits these accounts
from individuals, businesses, foundations and governmental authorities.
The Bank also offers a full range of commercial, construction, mortgage
and personal loans. The Bank is designated as a "Preferred Lender" by the U.
S. Small Business
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Administration. This designation is a result of the Bank's favorable
performance record with respect to loan volume, loan loss history, underwriting
standards and packaging. Commercial loans are available for working capital
(including inventory and receivables), business expansion (including
acquisition of real estate and improvements), and purchase of equipment and
machinery. Consumer loans are available for financing automobiles, home
improvements and personal investments. The Bank also originates fixed and
variable rate mortgage loans and offers real estate construction and
acquisition loans to both individuals and builders. The Bank is an approved
seller/servicer for the Federal Home Loan Mortgage Corporation and the Federal
National Mortgage Association and sells substantially all of its fixed rate
mortgage loans in the secondary market. This enables the Bank to serve its
market with competitive long term mortgage loans while maintaining liquidity.
Other services the Bank offers include cash management services, wire
transfer services, foreign currency and drafts, night depository services, lock
box services, safe deposit boxes, travelers checks, direct deposit of payroll,
U.S. savings bonds, official bank checks, money orders and automatic drafts for
various accounts. The Bank provides automated teller machines at each banking
office and issues ATM cards that may be used by Bank customers both nationally
and over seas. Visa and Mastercard credit cards are also available.
Additionally, a courier service is offered to its corporate customers to
facilitate deposits and other transactions.
LOCATION AND SERVICE AREA
The primary service area of the Company consists of the Northern
Virginia area with concentrations in the communities of Reston, Herndon,
Fairfax City, Fairfax County, City of Manassas and the community of Sterling in
Loudoun County. The Headquarters of the Company is located in Reston,
Virginia. The Company solicits business from individuals and small to
medium-sized businesses, including retail shops and professional service
businesses, residing in the primary service area.
The location of the Company's Headquarters is less than one-half mile
from an interchange of the Dulles Toll Road, a major freeway in Northern
Virginia and an interchange of the Fairfax County Parkway, a principal
thoroughfare in Fairfax County. The Company believes that this location
provides easy access for customers to use banking facilities and permits
bankers the ability to be close to customers in the community.
Fairfax County is located in Northern Virginia and is part of the
Washington, D.C. metropolitan area. The target market area of the Company has
experienced substantial growth over the last 20 years and is expected to
sustain continued population growth over the next five years. According to
the 1990 U.S. Government census, Fairfax County's median household income is
the highest in the country at $59,284 per household, nearly double the national
median of $30,056.
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LENDING ACTIVITIES
The Bank is an active lender with a loan portfolio that includes
commercial and residential mortgages, real estate construction loans,
commercial loans, SBA loans and consumer installment loans. The Bank's lending
activity extends to individuals and small to medium-sized businesses within its
primary service area. Consistent with its focus on providing community-based
financial services, the Bank does not attempt to diversify its loan portfolio
geographically by making significant amounts of loans to borrowers outside of
its primary service area.
Commercial and Residential Mortgage Loans. Commercial and residential
mortgage loans accounted for 43% of the total loan portfolio at December 31,
1996. These loans are primarily owner-occupied or fully leased real estate.
Most of the commercial real estate loans are to small businesses. Loans are
made in amounts up to 80% of the appraised value of the real estate collateral
only after adequate projected cash flows for loan repayment have been
demonstrated. The principal risks associated with residential and commercial
mortgage loans are changes in the credit worthiness of borrowers due to loss of
employment, adverse changes in economic conditions and fluctuations in the
value of real estate.
Real Estate Construction Loans. At December 31, 1996 real estate
construction loans comprised approximately 15% of the Company's loan portfolio.
The loans are primarily used for construction of owner-occupied pre-sold
residential homes and are considered an attractive type of lending due to their
short-term maturities and higher yields.
Construction lending entails significant additional risk as compared
with commercial and residential mortgage lending. Construction loans typically
involve larger loan balances concentrated with single borrowers or groups of
related borrowers. Construction loans involve additional risks attributable to
the fact that loan funds are advanced upon the security of the home under
construction, which is of uncertain value prior to the completion of
construction. Thus, it is more difficult to evaluate accurately the total loan
funds required to complete a project and related loan-to value ratios. To
minimize risks associated with construction lending, the Bank limits loan
amounts to 80% of appraised value on pre-sold homes in addition to its usual
credit analysis of its borrowers. The Bank also obtains a first lien on the
property as security for its construction loans.
Commercial Loans. At December 31, 1996, commercial business loans
totaled $43.3 million or 34% of the Bank's total loan portfolio. Commercial
business loans generally have a higher degree of risk than commercial and
residential mortgage loans but have commensurately higher yields. To manage
these risks, the Bank secures appropriate collateral and carefully monitors the
financial condition of its business borrowers. Commercial business loans
typically are made on the basis of the borrower's ability to make payment from
the cash flow of its business and are either unsecured or secured by business
assets, such as accounts receivable, equipment and inventory. As a result, the
availability of funds for the repayment
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of commercial business loans may be substantially dependent on the success of
the business itself. Further, the collateral for secured commercial business
loans may depreciate over time and cannot be appraised with as much precision
as real estate.
U. S. Small Business Administration (S.B.A.) Loans. The Bank is a
"Preferred" S.B.A. lender. This designation means that the S.B.A. has reviewed
the Bank's loan procedures and determined that the Bank meets S.B.A. standards
for the underwriting and packaging of loans. At December 31, 1996, S.B.A.
loans totaled $23.9 million or 18.6% of total loans. The Bank expects to
increase its S.B.A. loan portfolio in the future. S.B.A. loans are 75-90%
guaranteed by the Federal government. The guaranteed portion of S.B.A. loans
are saleable in the secondary market. In addition, S.B.A. loans have better
yields than the typical commercial loan and can be used as collateral for
government deposits.
Consumer Loans. The Bank currently offers most types of consumer
demand, time and installment loans including automobile loans and home equity
lines of credit. The risk associated with installment loans to individuals
varies based upon employment levels, consumer confidence, and other conditions
that affect the ability of consumers to repay indebtedness.
CREDIT POLICIES AND ADMINISTRATION
The Bank has adopted written policies and procedures to manage credit
risk. Loan administration is conducted under a specific portfolio management
strategy, which includes underwriting standards, guidelines for risk
assessment, procedures for ongoing identification and management of credit
risks, regular portfolio reviews and periodic examinations to ascertain
compliance with Company policies.
Loan Approval. The Bank's loan approval policies provide for various
levels of officer lending authority. When the aggregate outstanding loans to a
single borrower exceed an individual officer's lending authority the loan
request must be approved by an officer with a higher lending limit or by the
Officer's Loan Committee of the Bank. This committee consists of the Bank's
three senior officers and two other loan officers. The Bank has assigned a
lending limit for the committee. Loans which would exceed the committee's
assigned limit must be additionally approved by the Director's Loan Committee
which consists of a least six directors as voting members and certain other
bank officers.
All loans to a particular borrower are reviewed each time the borrower
requests a renewal or extension of any loan or requests an additional loan.
All lines of credit are reviewed prior to renewal. These reviews are conducted
by the Officer's Loan Committee and if necessary, the Director's Loan
Committee.
Loan Review. The Bank has a formal loan review function under which a
loan review staff regularly reviews loans and assigns a classification, if
required, based on currently
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perceived credit risk. Whenever loans are classified in a category below
satisfactory grade, heightened management attention is devoted to protect the
Bank's position and to reduce loss exposure. The Bank places loans (other than
installment loans) on non-accrual status whenever in the opinion of management
collection becomes doubtful because the borrower can no longer service debt
from current cash flows and/or collateral liquidation. Loans are charged off
when the collection of principal and interest is doubtful and the loans can no
longer be considered a sound collectible asset. Management meets regularly to
review asset quality trends and to discuss loan policy issues. Potential
losses are identified during this review and reserves are established
accordingly. In management's opinion the allowance for loan losses is adequate
to cover all anticipated losses and potential loan losses.
A major element of credit risk management is diversification. The Bank's
objective is to maintain a diverse loan portfolio to minimize the impact of any
single event or set of occurrences. The credit quality problems the banking
industry has experienced in recent years are principally concentrated in loans
collateralized by commercial real estate. As of December 31, 1996, the Bank
had approximately $17.4 million in loans or 13.5% of total loans that were
collateralized in some part by non-owner occupied commercial real estate.
COMPETITION
In its market area, the Company is subject to intense competition from a
number of local, regional and super-regional banking organizations, along with
other financial institutions and companies that offer financial services, such
as savings and loan associations, credit unions, industrial loan associations,
securities firms, insurance companies, small loan companies, finance companies,
mortgage companies and other financial service enterprises. Competition among
financial institutions is based upon interest rates offered on deposit
accounts, interest rates charged on loans and other credit and service charges,
the quality of services rendered, the convenience of banking facilities and, in
the case of loans to larger borrowers, relative lending limits. Many of the
financial organizations in competition with the Company have much greater
financial resources and branch networks than the Company. Certain of these
institutions have significantly higher lending limits than the Bank and may
provide various services for their customers, such as trust services, which the
Bank does not presently offer to customers. In addition, there can be no
assurance that additional financial institutions, with substantially greater
resources than the Company or the Bank, will not establish operations in the
Bank's service area.
EXPANSION STRATEGY
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In September 1994, the Company formed a majority owned subsidiary which
purchased a 43,870 square foot office building at Tysons Corner. The building
houses the executive offices of the Company, the operations department and a
full service banking office.
The Company's subsidiary, Patriot National Bank opened three new full
service banking offices during 1995. The branches are located in Vienna/Tysons
Corner, Sterling, and Manassas, Virginia. On February 15, 1997 Patriot
National Bank opened its ninth banking office in Herndon, Virginia. Three
additional branches are planned for 1997 which will bring the total number of
full service banking locations to twelve.
EMPLOYEES
At December 31 1996, a total of 97 full time equivalent persons were
employed by the Company and the Bank. None of its employees are represented by
any collective bargaining unit. The company considers relations with its
employees to be good.
EXECUTIVE OFFICERS
Carroll C. Markley is the founding President and CEO of Patriot
National Bank and First Patriot Bankshares Corporation. Mr. Markley formerly
served as Senior Vice President of a regional bank where he worked for 23 1/2
years. His knowledge of banking is diverse and he has specific expertise in
management, operations, budgeting, commercial banking, retail lending and
marketing. Mr. Markley has a B.S. from Carson-Newman College and a M.S. from
George Washington University. Mr. Markley is an active member of the community
and has served as the president of the Tysons Corner Lions Club and the
Northern Virginia Local Development Community. He served as Bank Chairman of
the United Way Campaign and as Metropolitan Board Member for Junior
Achievement. Mr. Markley is also a member of the Fairfax County, Central
Fairfax, Herndon and Greater Reston Chambers of Commerce. He was recently
appointed to serve as a member of the Washington Advisory Council for the Small
Business Administration and he has been named the 1994 Financial Services
Advocate of the Year for the U.S. Small Business Administration's (SBA)
Washington District office.
Michael W. Clarke is Executive Vice President of the Bank, a position
he has held since the Bank opened in April, 1990. Mr. Clarke serves as the
Bank's Senior Loan Officer. Prior to his affiliation with the Bank, Mr. Clarke
was a Vice President at Crestar Bank from 1985 to 1989, where he was
responsible for the development and maintenance of middle market lending
relationships in western Fairfax, Loundon and Prince William Counties.
Charles Wimer was appointed Senior Vice President and Chief Financial
Officer of the Bank in January, 1995. Mr. Wimer was formerly Executive Vice
President and Cashier of The George Mason Bank from 1978 to 1995. Mr. Wimer
is the principal accounting officer of the Bank and is responsible for the
accounting functions of the Company.
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Stephanie H. Ogle has been Senior Vice President, Loan Administration
of the Bank since February, 1990. Ms. Ogle serves as loan administration
officer and manages the credit department and the loan review function. From
1981 to 1990, she was Loan Administration Officer for First Commercial Bank.
Robert C. Shoemaker, was appointed Senior Vice President, Real Estate
Lending, on December 19, 1996. Mr. Shoemaker has served in the position of
Vice President, Real Estate Lending since March, 1990.
No family relationships exist among any of the directors or between any
of the directors and executive officers of the Company.
SUPERVISION AND REGULATION
Bank holding companies and national banks are extensively regulated
under federal law. The following is a summary of certain federal laws and
regulations that govern the Company and the Bank. However, to the extent that
the following information describes statutory or regulatory provisions, it is
qualified in its entirety by reference to the particular statutory and
regulatory provisions. Any change in applicable law or regulation may have a
material effect on the business and prospects of the Company and the Bank.
The regulation and examination of the Company and the Bank are designed
primarily for the protection of depositors and not the Company or its
shareholders.
BANK HOLDING COMPANIES
The Company is registered as a bank holding company under the Bank
Holding Company Act of 1956 (the "BHCA") and as such is subject to regulation
by the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"). As a bank holding company, the Company is required to file with the
Federal Reserve Board an annual report and such additional information as the
Federal Reserve Board may require pursuant to the BHCA. The Federal Reserve
Board may also make examinations of the Company.
The BHCA requires the prior approval of the Federal Reserve Board in any
case where a bank holding company proposes to acquire direct of indirect
ownership or control of more than 5% of the voting shares of any bank (unless
it owns a majority of such bank's voting shares) or otherwise to control a bank
or to merge or consolidate with any other bank holding company. The BHCA would
prohibit the Federal Reserve Board from approving an application from the
Company to acquire shares of a bank located outside of Virginia, unless such an
acquisition is specifically authorized by statute of the state in which the
bank whose shares are to be acquired is located. Virginia has adopted
legislation permitting such acquisitions by bank holding companies located in
certain states that have reciprocal
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arrangements with Virginia. Beginning September 29, 1995, the Federal Reserve
Board may approve such acquisitions without regard to whether the transaction
is prohibited under the law of any state.
The BHCA also prohibits a bank holding company, with certain exceptions,
from acquiring more than 5% of the voting shares of any company that is not a
bank and from engaging in any business other than banking or managing or
controlling banks. Under the BHCA, the Federal Reserve Board is authorized to
approve the ownership of shares by a bank holding company in any company the
activities of which the Federal Reserve Board has determined to be so closely
related to banking or to managing or controlling banks as to be a proper
incident thereto. The Federal Reserve Board has by regulation determined that
certain activities are closely related to banking within the meaning of the
BHCA.
BANK
The Bank is supervised and regularly examined by the Office of the
Comptroller of the Currency ("OCC"). The various laws and regulations
administered by the OCC affect corporate practices, such as payment of
dividends, incurring debt and acquisition of financial institutions and other
companies, and affect business practices, such as payment of interest on
deposits, the charging of interest on loans, types of business conducted and
location of offices. The Bank is not regulated by the Virginia Bureau of
Financial Institutions or the Virginia State Corporation Commission and is not
subject to Virginia banking law.
FDIC INSURANCE ASSESSMENTS
The "Deposit Insurance Funds Act of 1996" provides for special
assessments beginning with the semiannual periods after December 31, 1996 to
pay interest on the obligations issued by the Financing Corporation ("FICO").
The special assessments will be shared among all insured depository
institutions, including insured national banks, instead of only Savings
Associations Insurance Fund ("SAIF") members. For purposes of the assessments
to pay the interest on the FICO bonds, Bank Insurance Fund ("BIF") assessable
deposits will be assessed at a rate of 20% of the assessment rate applicable to
SAIF-assessable deposits until December 1999.
ECONOMIC AND MONETARY POLICIES
The operations of the Company and the Bank are affected not only by
general economic conditions, but also by the economic and monetary policies of
various regulatory authorities. In particular, the Federal Reserve Board
regulates money, credit and interest rates in order to influence general
economic conditions. These policies have a significant influence on overall
growth and distribution of loans, investments and deposits and affect interest
rates charged on loans or paid for time and savings deposits. Federal Reserve
Board monetary policies have had a significant effect on the operating results
of commercial banks in the past and are
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expected to continue to do so in the future.
LIMITS ON DIVIDENDS AND OTHER PAYMENTS
The amount of dividends that may be paid by the Bank to the Company
depends upon the Bank's earnings and capital position, and is limited by
federal law, regulations and policies.
As a national bank subject to the regulations of the Federal Reserve
Board and the OCC, the Bank must obtain approval for any dividend if the total
of all dividends declared in any calendar year would exceed the total of its
net profits, as defined by applicable regulations, for that year, combined with
its retained net profits for the preceding two years. In addition, the Bank may
not pay a dividend in an amount greater than its undivided profits then on hand
after deducting its losses and bad debts. For this purpose, bad debts are
generally defined to include the principal amount of loans which are in arrears
with respect to interest by six months or more unless such loans are fully
secured and in the process of collection. Moreover, for purposes of this
limitation, the Bank is not permitted to add the balance in its allowance for
loan losses account into its undivided profits then on hand; however, it may
net the sum of its bad debts as so defined against the balance in its allowance
for loan losses account and deduct from undivided profits only bad debts as so
defined in excess of that account. At December 31, 1996, the Bank has $4.8
million of retained earnings legally available for the payment of dividends.
In addition, the Federal Reserve Board and the OCC are authorized to
determine under certain circumstances relating to the financial condition of a
national bank or a bank holding company that the payment of dividends would be
an unsafe or unsound practice and to prohibit payment thereof. The payment of
dividends that deplete a bank's capital base could be deemed to constitute such
an unsafe or unsound practice. The Federal Reserve Board has indicated that
banking organizations should generally pay dividends only out of current
operating earnings.
BORROWING BY THE COMPANY
There are various legal restrictions on the extent to which the Company
can borrow or otherwise obtain credit from the Bank. In general, these
restrictions require that any such extensions of credit be secured by
designated amounts of specified collateral and are limited, as to the Company,
to 10 percent of the Bank's capital stock and surplus, and as to the Company
and any nonbanking subsidiaries in the aggregate, to 20 percent of the Bank's
capital stock and surplus. Federal law also requires that transactions between
the Bank and the Company or any nonbanking subsidiaries, including extensions
of credit, sales of securities or assets and the provision of services, be
conducted on terms at least as favorable to the Bank as those that apply or
would apply to comparable transactions with unaffiliated parties.
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CAPITAL REQUIREMENTS
In January 1989, the Federal Reserve Board published risk-based capital
guidelines in final form which are applicable to bank holding companies. The
Federal Reserve Board guidelines redefine the components of capital, categorize
assets into different risk classes and include certain off-balance sheet items
in the calculation of risk-weighted assets. These guidelines became effective
on March 15, 1989. The minimum ratio of qualified total capital to
risk-weighted assets (including certain off balance sheet items, such as
standby letters of credit) is 8.00%. At least half of the total capital must
be comprised of common equity, retained earnings and a limited amount of
permanent preferred stock, less goodwill ("Tier 1 capital"). The remainder
("Tier 2 capital") may consist of a limited amount of subordinated debt, other
preferred stock, certain other instruments and a limited amount of loan and
lease loss reserves. The sum of Tier 1 and Tier 2 capital is "total-risk based
capital." The Company's Tier 1 capital and total risk-based capital ratios as
of December 1996 were 11.22% and 12.39%, respectively.
In addition, the Federal Reserve Board has established a minimum
leverage ratio of Tier 1 capital to quarterly average assets less goodwill
("Leverage ratio") of 3.00% for bank holding companies that meet certain
specified criteria, including that they have the highest regulatory rating.
All other bank holding companies will be required to maintain a Leverage ratio
of 3.00% plus an additional amount of at least 100 to 200 basis points. The
Company's Leverage ratio as of December 31, 1996 was 8.16%. The guidelines
also provide that banking organizations experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels, without significant
reliance on intangible assets.
The Bank is subject to capital requirements adopted by the OCC that are
substantially similar to those that apply to the Company. At December 31, 1996
the Bank's total risk-based capital, Tier 1 capital and Leverage ratios were
11.21%, 10.02% and 7.26%, respectively.
Under Federal Reserve Board policy, a bank holding company is required
to serve as a source of financial and managerial strength to its subsidiary
banks and may not conduct its operations in an unsafe or unsound manner. In
addition, it is the Federal Reserve Board's policy that, in serving as a source
of strength to its subsidiary banks, a bank holding company should stand ready
to use available resources to provide adequate capital funds to its subsidiary
banks. This support may be required during periods of financial stress or
adversity, in circumstances where the Company might not do so absent such
policy. A bank holding company is expected to maintain the financial
flexibility and capital-raising capacity to obtain additional resources for
assisting its subsidiary banks. The failure of a bank holding company to serve
as a source of strength to its subsidiary banks would generally be considered
by the Federal Reserve Board to be an unsafe and unsound banking practice, a
violation of Federal Reserve Board regulations, or both.
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DESCRIPTION OF CAPITAL STOCK
The following summary description of the capital stock of the Company is
qualified in its entirety by reference to applicable provisions of Virginia law
and the Company's Articles of Incorporation, as amended (the "Articles") and
Bylaws, which are on file with the State Corporation Commission and included or
incorporated by reference as an exhibit.
Authorized and Outstanding Capital Stock. The Company's authorized
capital stock consists of 100,000,000 shares of Common Stock, $2.50 par value
per share, and 10,000,000 shares of Preferred Stock, $25.00 par value per
share. At December 31, 1996 there were 2,020,929 shares of Common stock issued
and outstanding, held by approximately 424 shareholders of record. No shares
of Preferred Stock have been issued.
Common Stock. The holders of Common Stock are entitled to one vote per
share on all matters to be voted on by the shareholders, including election of
directors. Holders of Common Stock do not have cumulative voting rights, which
means the holders of a majority of the shares of Common Stock entitled to vote
in any election of directors can elect all of the directors standing for
election. Holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors out of
funds legally available therefore, but only after payment of all required
dividends on any outstanding Preferred Stock. Upon liquidation, dissolution or
winding up of the Company, holders of Common Stock are entitled to share
ratably in assets available for distribution after payment of all debts and
other liabilities and subject to the prior rights of any holders of any series
of Preferred Stock then outstanding. The shares of Common Stock are not
redeemable, have no conversion rights and carry no preemptive or other rights
to subscribe to additional shares of Common Stock or to securities convertible
into Common Stock. All outstanding shares of Common Stock are fully paid and
nonassessable.
Preferred Stock. The Board of Directors of the Company, without
shareholder approval is authorized to issue shares of Preferred Stock in one or
more series and to designate, with respect to each such series of Preferred
Stock, the number of shares in each such series, the dividend rates,
preferences and dates of payment, amounts payable upon voluntary and
involuntary liquidation, the terms and conditions of redemption and the prices
at which it may occur, whether or not dividends shall be cumulative and if
cumulative, the date or dates from which the same shall be cumulative, the
sinking fund provisions, if any, for redemption or purchase of shares, the
rights, if any, and the terms and conditions on which shares can be converted
into or exchanged for shares of any other class or series, and any right to
vote as a class, either generally or as a condition to specified corporate
action. Any Preferred Stock issued may be senior to the Common Stock as to
dividends and as to distribution in the event of liquidation, dissolution or
winding up of the Company. The ability of the Board of Directors to issue
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes could, among other things, adversely
affect the voting power and other rights of holders of the Common Stock.
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The creation and issuance of any series of Preferred Stock, and the
relative rights and preferences of such series, if and when established, will
depend upon, among other things, the future capital needs of the Company,
then-existing market conditions and other factors that, in the judgement of the
Board of Directors of the Company, might warrant the issuance of Preferred
Stock. There are currently no plans for the issuance of Preferred Stock.
Warrants. The Company's Articles grant authority to the Board of
Directors to create and issue rights options or warrants for the purchase of
any class of the stock of the Company, upon such terms and conditions and for
such consideration, if any, and such purposes as the Board of Directors may
approve. Pursuant to this authority, warrants were issued to members of the
initial Board of Directors. Additional information is provided in Item 11 of
this filing and in note 13 of the Consolidated Financial Statements in the
Annual Report.
CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES AND BYLAWS
Board of Directors. The Company's Articles and Bylaws contain
provisions which may have the effect of delaying or preventing a change in
control of the Company. The Company's Articles and Bylaws provide (I) for
division of the Board of Directors into three classes, with one class elected
each year to serve a three-year term; (ii) that Directors may be removed only
for cause and only upon the affirmative vote of the holders of at least
two-thirds of the outstanding shares entitled to vote; and (iii) that a vacancy
on the Board shall be filled by the remaining directors.
A classified Board of Directors makes it more difficult for
shareholders, including those holding a majority of the outstanding shares, to
force an immediate change in the composition of a majority of the Board of
Directors. Since the terms of less than a majority of the incumbent directors
expire each year, it requires at least two annual elections for the
shareholders to change a majority, whereas a majority of a non-classified board
may be changed in one year. In the absence of the provisions of the Articles
classifying the Board, all of the Directors would be elected each year.
Management of the Company believes that the staggered election of Directors
tends to promote continuity of management because less than a majority of the
Board of Directors is subject to election each year.
As permitted by the Virginia Stock Corporation Act (the "Virginia Act"),
the Company's Articles contain provisions which indemnify directors and
officers of the Company to the full extent permitted by Virginia law and seek
to eliminate the personal liability of directors and officers for monetary
damages to the Company or its shareholders for breach of their fiduciary
duties, except to the extent such indemnification or elimination of liability
is prohibited by the Virginia Act. These provisions do not limit or eliminate
the rights of the Company or any shareholder to seek an injunction or any other
non-monetary relief in the event of a breach of a director's or officer's
fiduciary duty. In addition, these provisions apply only to claims against a
director or officer arising out of his role as a director or officer and do not
relieve a director or officer from liability for violations of statutory law
such as
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certain liabilities imposed on a director or officer under the federal
securities laws.
In addition, the Company's Articles provide for the indemnification of
both directors and officers for expenses incurred by them in connection with
the defense or settlement of claims asserted against them in their capacities
as directors and officers. In certain cases, this right of indemnification
extends to judgments or penalties assessed against them. The Company has
limited its exposure to liability for indemnification of directors and officers
through the purchase of liability insurance coverage.
The purpose of these provisions is to assist the Company in retaining
qualified individuals to serve as directors by limiting their exposure to
personal liability for serving as such.
The Company is not aware of any pending or threatened action, suit or
proceeding involving any of its directors, officers, employees or agents for
which indemnification from the Company may be sought. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
Company, or of an affiliate of the Company pursuant to the Company's Articles
or otherwise, the Board of Directors has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
Authorized Shares. The shares of Common Stock and Preferred Stock
authorized by the Articles provide the Company's Board of Directors with as
much flexibility as possible in using such shares for corporate purposes,
including financing, acquisitions, stock dividends, stock splits, employee
stock options and other similar purposes. However, these additional shares may
also be used by the Board of Directors to deter future attempts to gain control
of the Company. The Board of Directors has sole authority to determine the
terms of any series of the Preferred Stock, including voting rights, conversion
rates and liquidation preferences. As a result of the ability to fix voting
rights for a series of Preferred Stock, the Board has the power to issue a
series of Preferred Stock to persons friendly to management in order to attempt
to block a post-tender offer merger or other transaction by which a third party
seeks control, and thereby assist management to retain its position.
AFFILIATED TRANSACTIONS
The Virginia Act contains a provision governing "Affiliated
Transactions." Affiliated Transactions include certain mergers and share
exchanges, material dispositions of corporate assets not in the ordinary course
of business, any dissolution of the corporation proposed by or on behalf on an
Interested Shareholder (as defined below), and reclassifications, including
reverse stock splits, recapitalizations or mergers of the corporation with its
subsidiaries which have the effect of increasing the percentage of voting
shares beneficially owned by an Interested Shareholder by more than 5%. For
purposes of the Virginia Act, an Interested
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Shareholder is defined as any beneficial owner of more than 10% of any class of
the voting securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, a Virginia corporation
cannot engage in an Affiliated Transaction with such Interested Shareholder
unless approved by the affirmative vote of the holders of two-thirds of the
outstanding shares of the corporation entitled to vote, other than the shares
beneficially owned by the Interested Shareholder, and by a majority (but not
less than two) of the "Disinterested Directors." A Disinterested Director
means, with respect to a particular Interested Shareholder, a member of a
corporation's board of directors who (I) was a member before the later of
January 1, 1988 and the date on which an Interested Shareholder became an
Interested Shareholder and (ii) was recommended for election by, or was elected
to fill a vacancy and received the affirmative vote of, a majority of the
Disinterested Directors then on the corporation's board of directors. At the
expiration of the three year period, these provisions require approval of
Affiliated Transactions by the affirmative vote of the holders of two-thirds of
the outstanding shares of the corporation entitled to vote, other than those
beneficially owned by the Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three-year period has expired and
require either that the transaction be approved by a majority of the
Disinterested Directors or that the transaction satisfy certain fair price
requirements of the statute. In general, the fair price requirements provide
that the shareholders must receive the highest per share price for their shares
as was paid by the Interested Shareholder for his shares or the fair market
value of their shares, whichever is higher. The fair price requirements also
require that, during the three years preceding the announcement of the proposed
Affiliated Transaction, all required dividends have been paid and no special
financial accommodations have been accorded the Interested Shareholder, unless
approved by a majority of the Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements,
an amendment to its articles of incorporation or bylaws providing that the
Affiliated Transactions provisions shall not apply to the corporation. The
Company has not adopted such an amendment.
CONTROL SHARE ACQUISITIONS
The Virginia Control Share Acquisitions Statute also is designed to
afford shareholders of a public company incorporated in Virginia protection
against certain types of non-negotiated acquisitions in which a person, entity
or group ("Acquiring Person") seeks to gain voting control of that corporation.
With certain enumerated exceptions, the statute applies to
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acquisitions of shares of a corporation which would result in an Acquiring
Person's ownership of the corporation's shares entitled to vote in the election
of directors falling within any one of the following ranges: 20% to 33 1/3%,
33 1/3% to 50% or 50% or more (a "Control Share Acquisition"). Shares that are
the subject of a Control Share Acquisition ("Control Shares") will not be
entitled to voting rights unless the holders of a majority of the
"Disinterested Shares" vote at an annual or special meeting of shareholders of
the corporation to accord the Control Shares voting rights. Disinterested
Shares do not include shares owned by the Acquiring Person or by officers and
inside directors of the target company. Under certain circumstances, the
statute permits an Acquiring Person to call a special shareholder's meeting for
the purpose of considering granting voting rights to the holders of the Control
Shares. As a condition to having this matter considered at either an annual or
special meeting, the Acquiring Person must provide Shareholders with detailed
disclosures about his identity, the method and financing of the Control Share
Acquisition and any plans to engage in certain transactions with, or to make
fundamental changes to, the corporation, its management or business. Under
certain circumstances, the statute grants dissenter's rights to shareholders
who vote against granting voting to the Control Shares. The Virginia Control
Share Acquisitions Statute also enables a corporation to make provisions for
redemption of Control Shares with no voting rights. A corporation may opt-out
of the statute, which the Company has not done, by so providing in its articles
of incorporation or bylaws. Among the acquisitions specifically excluded from
the statute are acquisitions which are a part of certain negotiated
transactions to which the corporation is a party and which, in the case of
mergers of share exchanges, have been approved by the corporation's
shareholders under other provisions of the Virginia Act.
SHARES ELIGIBLE FOR FUTURE SALE
The Company has 2,020,929 shares of Common Stock outstanding, all of
which are freely transferable without restriction or registration under the
Securities Act of 1933, as amended (the "1933 Act"), except for shares held or
purchased by an "affiliate" of the Company, which will be subject to resale
restrictions under the 1933 Act. At December 31, 1996, there were
approximately 396,935 shares of Common Stock subject to outstanding options or
warrants and 497,286 shares owned by affiliates.
ITEM 2. PROPERTIES
The Company's headquarters and the main office of the Bank are located
at 12120 Sunset Hills Road, Reston, Virginia, on the ground floor of the Reston
Executive Center III office building less than one-half mile from an
interchange of the Dulles Toll Road. The lease expires in 1999 and has two
five year renewal options. In addition, the Company leases space for banking
offices at 1345 Chain Bridge Road, McLean, Virginia, 511 West Broad Street,
Falls Church, Virginia, 10855 Lee Highway, Fairfax, Virginia, 302 W. Maple
Avenue, Vienna, Virginia, 8669 Sudley Road, Manassas, Virginia, 101 E. Holly
Avenue, Sterling, Virginia, 3065 Centreville Rd, Herndon, Virginia, 6355
Multiplex Dr, Centreville, Virginia,
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43761 Parkhurst Plaza Suite 108, Ashburn, Virginia, 10179 Hastings Dr,
Manassas, Virginia, and office space and a branch banking office at 2071 Chain
Bridge Road, Vienna, Virginia.
The Company owns its leasehold improvements and amortizes them over the
term of the leases. Furniture and equipment are owned and depreciated on a
straight-line basis over their respective lives ranging from three to five
years. The book value of premises and equipment, net of accumulated
depreciation, was $5.2 million at December 31, 1996. See note 4 to the
consolidated financial statements for additional information on premises and
equipment, and leases.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings from time to time in
the ordinary course of business. Based upon information currently available,
management believes that such legal proceedings, if determined adversely to the
Company, would not have a material adverse effect on the Company's business,
financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted by First Patriot Bankshares Corporation to its
shareholders during the fourth quarter of 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
Incorporated herein by reference to page 48 of the Company's Annual
Report for 1996.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to page 4 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated herein by reference to pages 5 through 15 of the Annual
Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference to pages 16 through 43 of the Annual
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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The Company changed its accountants for 1995 and filed a Form 8-K on
June 13, 1995, reporting a change of accountants. There were no changes in and
disagreements with accountants on accounting and financial disclosure in 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age, principal occupation and recent business experience of
each director are set forth below. Information regarding executive officers is
contained in Part 1 of this Form 10K under the caption Executive Officers.
Daniel R. Bannister: Mr. Bannister (age 66) is a current director for
the Company and the Bank, appointed to the board in 1995. Since February 1997,
Mr Bannister has served as the Chairman of the Board of Dyn Corp, an employee
owned technology services firm headquartered in Reston, Virginia with over 100
locations around the world and over 18,000 employees. From 1985 through
January 1997, Mr. Bannister was President and Chief Executive Officer of
DynCorp. Mr. Bannister is very active in the community. He is the current
Chairman of the Northern Virginia Technology Council, an association of
approximately 260 technology service companies. He is the former Chairman of
Professional Services Council, a national trade association representing
approximately 150 technical services companies throughout the United States.
Mr. Bannister also serves as vice chair of the Employee Stock Ownership
Association, a Trustee of the American Management Association, and is on the
board of the Fairfax County Chamber of Commerce, the Northern Virginia
Community Foundation, the George Mason University Foundation and director of
the Easter Seals Society of Washington, D.C. and Maryland. He previously
served as Chairman of the Board of the Washington Metropolitan Area Combined
Health Appeal and a director of the Fairfax Symphony Orchestra.
Robert M. Barlow: Mr. Barlow (age 67) is the initial and current Vice
President of the Company and is also a director of the Company and the Bank.
Mr. Barlow was the founder and principal shareholder of a group of companies
engaged in construction, manufacturing and real estate in Northern Virginia
for the past thirty-eight years. In 1995 he sold these ventures and is now
retired.
Wayne W. Broadwater: Mr. Broadwater (age 73) is an initial and current
director of the Company and the Bank. A retired U.S. Navy Master Chief Petty
Officer, he recently retired as President and CEO of Shipmates Ltd., a chain of
tool and equipment rental and sales companies that he founded in 1972. He is
past President of the National Capital Area Rental Association. He is involved
in civic organizations such as the Chamber of Commerce, the American Legion,
Fleet Reserve Association and the Izaak Walton League.
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Bronson F. Byrd: Mr. Byrd (age 50) is an initial and current director,
Assistant Secretary and Treasurer of the Company and the Bank. He is currently
in the private practice of law, providing legal services in the areas of
business law, commercial litigation and real estate transactions. He is also
an investment advisor, registered with the U.S. Securities and Exchange
Commission. He is the President and owner of Vanguard Investments Services,
Inc., which is an investment advisory company registered with the U.S.
Securities and Exchange Commission and the Commonwealth of Virginia, through
which he provides a number of clients' investment advise and business
consulting services. Some of his former professional roles have included being
the initial CEO and President of START, Inc., a national financial services
company; Senior Vice President and General Counsel for Advanced Technology,
Inc., responsible for all legal services and real estate activities; Director
of budget administration for a public service corporation; and Commanding
Officer, guided nuclear missile battery, United States Army.
Nancy K. Falck: Mrs. Falck (age 67) is an initial and current director, and
Secretary of the Company and the Bank. She is a former member of the Fairfax
County Board of Supervisors (1980-1987) and Fairfax County School Board
(1976-1979). Ms. Falck worked in Virginia as a research bacteriologist and
also spent time as a high school teacher. She is active in community affairs
and is currently a member of the Board of Directors of the Family Respite
Center (a day program that helps people with Alzheimer's disease), and a member
of the Board of Vinson Hall. She has also served as past president of such
associations as the Northern Virginia Mental Health Association, the Social
Center for Psychiatric Rehabilitation, the Washington Council of Governments
and the Junior League of Northern Virginia. From 1970 to 1978, she served on
the Board of Visitors of the College of William and Mary.
Harvey W. Huntzinger: Mr. Huntzinger (age 70) is an initial and current
director of the Company and the Bank. He served in the U. S. Army from 1946
to 1967 in numerous command staff and management jobs relative to aviation
operations, research, development, and engineering. Upon retirement, he joined
TRW's engineering department in support of a helicopter research, development
and prototyping phase. He is a founder of National Systems Management
Corporation, which was organized in 1972, and has been president and CEO since
1983.
Jones V. Isaac: Mr. Isaac (age 65) is an initial and current director of the
Company and the Bank. Mr. Isaac was the Administrator of Finance and
Administration for the Construction Specifications Institute where he was
employed from 1967 until 1995. In this capacity Mr. Isaac was responsible for
the financial, budgetary, office and building administration of CSI as well as
the administration of its staff benefits programs. Currently Mr. Isaac is
President of Isaac Enterprises, Inc., a service oriented firm incorporated in
the State of Maryland.
Carroll C. Markley: Mr. Markley (age 58) is the founding President and CEO of
the Company and the Bank and an initial and current director of the Company and
the Bank. Mr.
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Markley formerly served as Senior Vice President of a regional bank where he
worked for 23 years. Mr. Markley has a B.S. from Carson-Newman College and a
M.S. from George Washington University. He serves on the Virginia Bankers
Association Community Bank Council and The Virginia Association of Community
Banks Board of Directors. He is past president of the Tysons Corner Lions
Club, the Northern Virginia Local Development Community and the McLean Business
and Professional Association. Mr. Markley is currently a member of the Fairfax
County, Central Fairfax, Herndon, Vienna, McLean, Falls Church, Loudoun County
and Greater Reston Chambers of Commerce. He serves as a member of the
Washington Advisory Council for the Small Business Administration. In
addition, he serves on the Virginia Medical Care for Children Advisory Council,
Northern Virginia Community Foundation Board of Directors, the Board of
Directors for the Professional and Technical Studies in Fairfax County, and the
Board of the Future Business Leaders of America.
John H. Rust, Jr.: Mr. Rust (age 50) is the initial and current Chairman of
the Board of Directors for both the Company and the Bank. Mr. Rust is
currently of Counsel with the law firm of McCandlish & Lillard. The law firms
with which Mr. Rust has been associated have served as general counsel to the
Company and the Bank from its inception through 1995. He is presently a member
of the Virginia House of Delegates, and Chairman of the City of Fairfax History
Book Round Table. Mr. Rust is the former Vice Chairman of the Virginia State
Board of Elections, a former President of the Central Fairfax Chamber of
Commerce and former Vice Chairman of the Fairfax County Transportation Advisory
Commission.
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ITEM 11. EXECUTIVE COMPENSATION
1. The following table contains information concerning individual
compensation of the Chief Executive Officer and the only other executive
officer whose compensation exceeded $100,000 for services in all capacities to
the Company and its subsidiary in 1996, 1995, and 1994.
Summary Compensation Table
- - ------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Annual Compensation Long Term
-------------------- Compensation(2)
---------------
OTHER ANNUAL NUMBER OF
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS AWARDED
--------------------------- ---- ------ ----- --------------- ---------------
Carroll C. Markley, President & Chief 1996 $176,319 $37,000 0 16,110
Executive Officer 1995 145,536 36,250 0 6,930
1994 120,000 33,067 0 6,930
Michael W. Clarke, Executive Vice 1996 $108,634 18,500 0 4,464
President 1995 91,041 18,000 0 3,464
1994 84,038 16,500 0 3,464
(1) None of the named individuals received perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of the total of his
salary and bonus as reported in columns (c) and (d) of this table.
(2) Stock options granted in 1994 have been adjusted for a 2% stock
dividend declared on May 26, 1994
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2. The following table sets forth certain information on stock option
grants in 1996 to the named executive officers of the Company
STOCK OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
SHARES UNDERLYING PERCENT OF TOTAL
NUMBER OF OPTIONS OPTIONS GRANTED TO EXERCISE PRICE
NAME GRANTED IN 1996 EMPLOYEES IN 1996 PER SHARE EXPIRATION DATE
---- --------------- ----------------- --------- ---------------
Carroll C. Markley 13,860(1) 67% $4.90 April, 2004
2,250(2) 11% 12.00 Jan., 2006
Michael W. Clarke 3,464(3) 17% $4.90 April, 2004
1,000(4) 5% 12.00 Jan., 2006
(1) 6,930 options were granted on February 22, 1996 pursuant to a
January 1994 employment agreement with Mr. Markley and 6,930 were
granted on December 31, 1996 pursuant to a September 1996 employment
contract. The options are immediately exercisable.
(2) 2,250 options were granted by the Board of Directors on January
25,1996.
(3) These options were granted on February 22, 1996 pursuant to a January
1995 letter agreement with Mr. Clarke and are immediately exercisable.
(4) 1,000 options were granted by the Board of Directors on January 25,
1996.
- - --------------------------------------------------------------------------------
3. The following table provides information concerning the value of options
held by each of the named executive officers on December 31, 1996. No stock
options were exercised by any of the named executive officers during 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
(a) (b) (c) (d) (e)
Number of Securities Value of
Underlying Unexercised
Unexercised options in-the-money
Name Shares Acquired Value 12/31/96 options at 12/31/96(1)
on Exercise (#) Realized (#) ($)
- - ---- --------------- -------- --- ---
Exercisable/Unexercisable Exercisable/Unexercisable
Carroll C. Markley 0 0 60,750 / 0 $658,718 / 0
Michael W. Clarke 0 0 21,784 / 0 $234,613 / 0
(1) The fair market value at December 31, 1996 for Company Common Stock
was $16.00 and is used to calculate the value of unexercised options.
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4. COMPENSATION PLANS FOR EXECUTIVE OFFICERS
i. PRESIDENT AND CHIEF EXECUTIVE OFFICER
In September 1996, the Company entered into a four year employment
contract with Carroll C. Markley to serve as President and Chief Executive
Officer of the Company and the Bank. Under the contract, Mr. Markley receives
a base salary of $160,000 that can be increased but not decreased at the
discretion of the Board. Also, an annual performance bonus may be awarded at
the sole discretion of the Board, based upon a mutually agreeable formula. In
addition, 6,930 options will be granted on or before December 31, 1996 to
purchase stock based upon the original issue price of the stock, adjusted for
stock splits and stock dividends, provided that the Bank's return on assets
meets or exceeds the amount estimated in the annual budgets as approved by the
Board. For each year following 1996 Mr. Markley will be granted an option to
purchase 3,465 shares of stock at a strike price consistent with the market on
the date granted. Such options may be exercised in whole or in part at any time
prior to ten (10) years from the date of the option. The contract provides for
certain benefits in the event of a change-in-control of the Company followed by
termination of employment without cause. If a change-in-control occurs, the
principal benefit received is a lump sum payment within 30 days of termination
of 150% of base salary during the first year of the contract with decreases of
10% in termination benefits during each subsequent year of the contract.
ii. EXECUTIVE VICE PRESIDENT
In September 1996, the Company entered into a two year employment
contract with Mr. Clarke to serve as a Executive Vice President of the Bank.
Under the agreement, Mr. Clarke receives a base salary of $98,038 that can be
increased but not decreased. Also, an annual performance bonus may be awarded
at the sole discretion of the Board. In addition, each year of the agreement,
Mr. Clarke receives an option to purchase 1,732 shares of stock of the Company
at a strike price consistent with the market price on the date granted,
provided that the Bank's performance meets or exceeds the annual budget. Such
options may be exercised in whole or in part at any time on or before ten (10)
years from the date of the option. The agreement provides for certain benefits
in the event of a change-in-control of the Company followed by termination of
employment without cause. If a change-in-control occurs, the principal benefit
received is payment to Mr. Clarke of the balance of the annual salary due under
the agreement.
B. WARRANTS TO ORGANIZERS
The Company granted warrants at the time of its organization to
members of the initial board of directors in recognition of their guaranteeing
the organizational loan for the Bank,
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entering into the lease for the facilities of the Bank and for performing other
services in connection with the organization of the Bank. The warrants
permitted the organizing directors to purchase three shares of the Company's
Common Stock for every four shares which the director had purchased in the
initial offering of Common Stock in 1989. The exercise price of the warrants
has been adjusted to reflect a 2 for 1 stock split and a 2% stock dividend
declared on April 22, 1993 and May 26, 1994 respectively. The current exercise
price is $4.90 per share. The warrants are currently exercisable until March
31, 2000.
The total number of warrants currently held by each of the present directors is
set forth under "Security Ownership of Certain Beneficial Owners and
Management."
C. DIRECTOR COMPENSATION
Directors receive an annual retainer of $8,000. Directors do not
receive additional compensation for attendance at regular or special meetings
of the Board of Directors or for serving on the various committees of the
Board. In addition, the stockholders of the Company at the 1992 annual meeting
of stockholders approved a plan to issue rights, options or warrants for the
purchase of up to 60,000 shares of common stock to directors, upon such terms
and conditions as the Board may direct, as an additional form of director
compensation. The stockholders also approved the issuance of options from
those shares to each of the directors for the purchase of 2,040 shares of
common stock at $4.41 per share as additional compensation for 1991. In 1992,
the directors received options for 1,020 shares of common stock at $5.50 per
share. The options and price have been adjusted to reflect the 2 for 1 stock
split and the 2% stock dividend declared on April 22, 1993 and May 26, 1994
respectively.
At December 31, 1996, the Company has granted 30,600 options under
this authority and 29,400 shares reserved for such purposes remain available
for grant.
D. BENEFITS
Employee Stock Options. At the annual meeting of stockholders in
1992, the stockholders authorized the Board of Directors of the Company to
issue rights, options or warrants for the purchase of up to 140,000 shares of
common stock to the employees of the Company upon such terms and conditions as
the Board may deem appropriate. Employees will be selected to receive awards
based upon their responsibilities and their current potential contributions to
the success of the Company. As of December 31, 1996, 106,176 options have been
granted under this authority and 33,824 shares reserved for such purposes
remain available for grant.
401(k) Profit Sharing Plan. The Bank has adopted a profit sharing
plan qualified under Section 401(k) of the Internal Revenue code (the "401(k)
Plan"). Employees who have attained the age of 21 years are eligible to
participate in the 401(k) Plan. Eligible employees who elect to participate
may contribute up to 15% of their annual salary to the 401(k) Plan. The Bank
may make discretionary contributions to the Plan.
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E. DIRECTOR'S STOCK INVESTMENT AND DEFERRED COMPENSATION PLAN
The Board of Directors has adopted the Director's Stock Investment and
Deferred Compensation Plan, (the Deferred Compensation Plan).
Under the Deferred Compensation Plan, each member of the Board of
Directors of the Company and its Affiliates, as defined in the Deferred
Compensation Plan, have the following choices with respect to his or her
director fees earned during each semiannual period: (1) elect to receive
director fees in cash; (2) elect to receive all or a portion of the director
fees paid in the form of Common Stock; or (3) elect to defer receipt of all or
a portion of the director fees and have the deferred amount credited in the
form of phantom stock units to a Deferred Compensation Account.
Except in the case of the first year of the Director's Plan, or the
first year of a new members election to the Board of Directors, all decisions
to receive payment of director fees in the form of Common Stock or credited to
the Deferred Compensation Account must be made prior to the beginning of the
semiannual period to which the director fees relate.
As of the last day of each semiannual period, the Company will
determine the amount of directors fees for the period that are to be paid in
shares of Common Stock or credited in phantom stock units to the Deferred
Compensation Accounts. The number of shares delivered or phantom units
credited is based on 100% of the closing price of the Common Stock on the last
day of the semiannual period. When dividends are declared on the Common Stock,
Deferred Compensation Accounts are credited with additional phantom stock units
equal in value to the aggregate dividend amount that would have been paid on
shares equal in number to the number of phantom stock units held in the
account. The balance of a director's Deferred Compensation Account is
distributed in the form of shares of Common Stock at the time selected by the
director when electing to have directors fees credited to the account, but no
earlier than six months after being credited to the account.
Persons eligible to be in the Deferred Compensation Plan are limited
to members of the Board of Directors of the Company and directors of Patriot
National Bank. The total number of eligible participants is currently nine (9)
individuals.
Currently Directors fees are taxable to recipients and are deductible
to the Company. Under the Plan the income to a director and deduction to the
Company for fees credited to the Deferred Compensation Account are deferred
until distribution of the balance of the Deferred Compensation Account and the
amount of the director's income and the Company's deduction is determined by
reference to the fair market value of the shares of Common Stock when
distributed.
No Common Stock has been issued under the Director's Stock Investment
and Deferred Compensation Plan.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The only persons or entities (including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended),
known by the Company to be the beneficial owners of more than 5% of the issued
and outstanding common stock were the three directors as disclosed in "Stock
Ownership of Management" below.
The following table sets forth the beneficial ownership of common
stock by all directors and named executive officers (see "Executive
Compensation - Summary Compensation Table"), and all directors and executive
officers of the Company as a group. Each person has sole voting and investment
power unless otherwise indicated. The individual percentages in the last
column assume the exercise by the individual stockholder of his/her options and
warrants but does not assume such an exercise by any other person. These
computations are in accordance with Securities and Exchange Commission rules
and do not necessarily indicate beneficial ownership for any other purpose.
Stock Options and Warrants have been adjusted to reflect a 2 for 1 stock split
declared on April 22, 1993 and a 2% stock dividend declared on May 26, 1994.
STOCK OWNERSHIP OF MANAGEMENT AT FEBRUARY 28, 1997
ACQUIRABLE WITHIN 60 DAYS
SOLE OR SHARED
VOTING OR STOCK PERCENT OF
NAME INVESTMENT POWER OPTIONS WARRANTS TOTAL CLASS
---- ---------------- ------- -------- ----- -----
Daniel R. Bannister 5,174(1) -- -- 5,174 .25%
Robert M. Barlow 106,443(2) 3,060 51,971 161,474 7.78%
Wayne W. Broadwater 38,547(3) 3,060 25,967 67,574 3.29%
Bronson F. Byrd 25,184 3,060 14,073 42,317 2.08%
Michael W. Clarke 18,128(4) 25,248 -- 43,376 2.12%
Nancy K. Falck 43,427(5) 3,060 24,813 71,300 3.48%
Harvey W. Huntzinger 87,198(6) 3,060 51,973 142,231 6.77%
Jones V. Isaac 42,598(7) 3,060 51,973 97,631 4.70%
Carroll C. Markley 53,619(8) 60,750 26,545 140,914 6.68%
John H. Rust, Jr. 65,456(9) -- -- 65,456 3.24%
All directors and Executive
Officers as a group of
13 persons 498,249 112,936 247,315 858,500 36.05%
1. Includes 100 shares owned by Mr. Bannister's spouse and 4,668 shares
owned jointly.
2. Includes 9,426 shares owned by Mr. Barlow's spouse and 228 shares owned
jointly.
3. Owned jointly with Mr. Broadwater's spouse.
4. Includes 142 shares held jointly with Mr. Clarke's spouse.
5. Includes 13,591 shares owned by Mrs. Falck's spouse.
6. Includes 1,000 shares owned by Mr. Huntzinger's spouse.
7. Includes 15,300 shares owned by Mr. Isaac's spouse.
8. Includes 12,001 shares held jointly with Ian C. Markley.
9. Includes 4,077 shares owned by Mr. Rust's children, 31,756 shares owned
by Rust & Rust, P.C, and 24,596 shares owned by Rust & Rust, P.C. 401(K)
Plan.
26
27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A. LOANS TO OFFICERS AND DIRECTORS
Certain directors and officers of the Company and Bank, members of
their immediate families, and corporations, partnerships and other entities
with which such persons are associated are customers of the Bank. As such,
these persons engaged in transactions with the Bank in the ordinary course of
business and will have additional transactions with the Bank in the future.
All loans extended and commitments to lend by the Bank to such persons are made
in the ordinary course of business upon substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons and do not involve more than normal risk
of collectibility or present other unfavorable features.
The amount of loans from the Bank to all officers and directors of the
Company and the Bank, and entities in which they are significantly interested
totaled approximately $5.1 million at December 31, 1996. This amount
represented 35.1% of the total equity capital of the Company as of December 31,
1996.
B. TRANSACTIONS WITH MANAGEMENT
In the ordinary course of its business, the Company and the Bank have
engaged in certain transactions with their officers and directors in which such
officers and directors have a significant interest. All such transactions have
been made on substantially the same terms as those prevailing at the time for
comparable transactions with unaffiliated parties. The Bank has engaged the
Fairfax, Virginia, law firm of McCandlish and Lillard, of which Mr. Rust is a
partner, to perform certain legal services for the Bank. Also, warrants were
issued by the Company in 1989 to certain directors of the Company in
recognition of their personal guarantees of the organizational loan for the
Bank, entering into the lease of facilities for the Bank, and performing other
services in connection with the organization of the Bank. See "Compensation -
Warrants to Organizers." These directors remain personally liable as
guarantors of the lease for the Bank's offices at 12120 Sunset Hills Road,
Reston, Virginia.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM
8-K
(a) (1.) The following financial statements are incorporated by
reference from Item 8 hereof (see Exhibit 13).
Financial Statements:
Report of Independent Auditors
Consolidated Balance Sheets at December 31, 1996 and
1995.
Consolidated Statements of Operations - years ended
December 31, 1996, 1995, and 1994.
27
28
Consolidated Statements of Stockholders' Equity - years
ended December 31, 1996, 1995, and 1994.
Consolidated Statements of Cash Flows - years ended
December 31, 1996, 1995, and 1994.
Notes to Consolidated Financial Statements.
(a) (2.) There are no financial statement schedules filed herewith
because they are not required under the related
instructions or are inapplicable and have therefore been
omitted.
(a) (3.) The following exhibits are filed as part of the Annual
Report on Form 10-K.
Number Exhibits
3.1(1) Articles of Incorporation
3.2(2) Articles of Amendment to Articles of Incorporation (2
filings)
3.3(1) Bylaws
10.1(2) Form of Stock Option Agreement
10.2(2) Form of Warrant Agreement
10.3(2) The Board of Directors of the Company is authorized to
issue rights, options and warrants for up to (i) 60,000
shares of Common Stock to directors as additional
compensation and (ii) 140,000 shares of Common Stock to
employees as additional compensation. Additional
information about these authorizations is set forth in
Item 11 of this filing.
10.4 Employment Contract, dated September 1, l996 between
First Patriot Bankshares Corporation and Carroll C.
Markley.
10.5 Letter of Agreement, dated September 1, l996 between
First Patriot Bankshares Corporation and Michael C.
Clarke.
10.6 Letter of Agreement, dated September 1, l996 between
First Patriot Bankshares Corporation and Stephanie H.
Ogle.
10.7 Letter of Agreement, dated September 1, l996 between
First Patriot Bankshares Corporation and Charles Wimer
28
29
10.8 Letter of Agreement, dated September 1, l996 between
First Patriot Bankshares Corporation and Robert C.
Shoemaker.
13 Draft Annual Report to Stockholders for 1996.
21 Subsidiaries of the Registrant.
Notes:
(1) Incorporated by reference to Exhibit 3 to the Registrant's Form S-18
Registration Statement, No. 33-31168-A.
(2) Incorporated by reference to the Registrant's Form S-1 Registration
Statement (No. 33-66768), filed with the Securities and Exchange
Commission on September 10, 1993.
(b) Reports on Form 8-K
Incorporated by reference to the Registrant's Form 8-K filed
on June 13, 1995.
(c) Exhibits to this Form 10-K are attached or incorporated by
reference as stated above.
(d) None.
29
30
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.
FIRST PATRIOT BANKSHARES CORPORATION
- - ------------------------------------
Registrant
By: /s/ March 20, 1997
----------------------------------------
Carroll C. Markley
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ March 20, 1997
----------------------------------------
Carroll C. Markley
President, Chief Executive Officer
(Principal Executive Officer) and Director
By: /s/ March 20, 1997
----------------------------------------
John H. Rust, Jr.
Chairman of the Board
By: /s/ March 20, 1997
----------------------------------------
Robert M. Barlow
Vice President and Director
By: /s/ March 20, 1997
----------------------------------------
Jones V. Isaac
Director
By: /s/ March 20, 1997
----------------------------------------
Nancy K. Falck
Secretary and Director
By: /s/ March 20, 1997
----------------------------------------
Daniel R. Bannister
Director
30
31
By: /s/ March 20, 1997
------------------------------------
Wayne W. Broadwater
Assistant Treasurer, Director
By: March 20, 1997
------------------------------------
Bronson F. Byrd
Treasurer, Vice Secretary, and Director
By: March 20, 1997
------------------------------------
Harvey W. Huntzinger
Director
By: /s/ March 20, 1997
------------------------------------
Charles Wimer
Senior Vice President and Chief Financial
and Accounting Officer
31
32
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT SEQUENTIAL PAGE NO.
- - ----------- -------- -------------------
3.1(1) Articles of Incorporation
3.2(2) Articles of Amendment to Articles of Incorporation (2 filings)
3.3(1) Bylaws
10.1(2) Form of Stock Option Agreement
10.2(2) Form of Warrant Agreement
10.3(2) The Board of Directors of the Company is authorized to issue rights, options and warrants for up to (i) 60,000
shares of Common Stock to directors as additional compensation and (ii) 140,000 shares of Common Stock to
employees as additional compensation. Additional information about these authorizations is set forth in Item 11 of
this filing.
10.4 Employment Contract, dated September 1, l996 between First Patriot Bankshares Corporation and Carroll
C.Markley.......................................................................................................34
10.5 Letter of Agreement, dated September 1, l996 between First Patriot Bankshares Corporation and Michael C.
Clarke..........................................................................................................41
10.6 Letter of Agreement, dated September 1, l996 between First Patriot Bankshares Corporation and Stephanie H.
Ogle............................................................................................................47
10.7 Letter of Agreement, dated September 1, l996 between First Patriot Bankshares Corporation and Charles
Wimer...........................................................................................................52
10.8 Letter of Agreement, dated September 1, l996 between First Patriot Bankshares Corporation and Robert C.
Shoemaker.......................................................................................................57
13 Draft Annual Report to Stockholders for 1996.....................................................................62
21 Subsidiaries of the Registrant..................................................................................63
32
33
Notes:
1) Incorporated by reference to Exhibit 3 to the Registrant's Form S-18
Registration Statement, No. 33-31168-A.
(2) Incorporated by reference to the Registrant's Form S-1 Registration
Statement (No. 33-66768), filed with the Securities and Exchange
Commission on September 10, 1993.
33