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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CENTRAL VIRGINIA BANKSHARES, INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided in 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.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CENTRAL VIRGINIA BANKSHARES, INC.
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Central Virginia Bankshares, Inc. ("CVB"), which will be held on Tuesday,
April 30, 2002, at 10:00 a.m., at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, for the following
purposes:
(1) to elect three directors for a term of three years,
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ending December 31, 2002, and
(3) to transact such other business as may properly come before
the Meeting.
Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the attached proxy card in the enclosed postage-paid return envelope.
If you later decide to attend the Meeting and vote in person, or if you wish to
revoke your proxy for any reason prior to the vote at the Meeting, you may do so
and your proxy will have no further effect.
The Board of Directors and management of CVB appreciate your continued
support and look forward to seeing you at the Annual Meeting.
Sincerely yours,
/s/ RALPH LARRY LYONS
RALPH LARRY LYONS
President and
Chief Executive Officer
Powhatan, Virginia
March 27, 2002
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P.O. Box 39
Powhatan, Virginia 23139-0039
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 30, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Central Virginia Bankshares, Inc. ("CVB") will be held at the Powhatan Village
Building (old Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on April 30, 2002, at 10:00 a.m. for the following purposes:
(1) to elect three directors for a term of three years and until
their respective successors are elected and qualified,
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ending December 31, 2002, and
(3) to transact such other business as may properly come before
the Meeting. Management is not aware of any other business,
other than procedural matters incident to the conduct of the
Meeting.
The Board of Directors has fixed the close of business on March 1, 2002
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Garland L. Blanton, Jr.
Garland L. Blanton, Jr.
Secretary
Powhatan, Virginia
March 27, 2002
________________________________________________________________________________
YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
________________________________________________________________________________
CENTRAL VIRGINIA BANKSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 30, 2002
GENERAL INFORMATION
This Proxy Statement is furnished to holders of common stock, $1.25 par
value per share ("Common Stock"), of Central Virginia Bankshares, Inc. ("CVB")
in connection with the solicitation of proxies by the Board of Directors (the
"Board") of CVB to be used at the Annual Meeting of Shareholders to be held on
April 30, 2002, at 10:00 a.m. at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, and any adjournment
or postponement thereof (the "Annual Meeting").
The approximate date on which this Proxy Statement, the accompanying
proxy card and the Annual Report to Shareholders (which is not part of CVB's
soliciting materials) are being mailed to CVB's shareholders is March 27, 2002.
In addition to solicitation by mail, officers and regular employees of CVB may
solicit proxies in person or by telephone. The cost of soliciting proxies will
be borne by CVB.
The proxy solicited hereby, if properly signed and returned to CVB and
not revoked prior to its use, will be voted in accordance with the instructions
contained thereon. If no contrary instructions are given, each proxy received
will be voted "for" the slate of director nominees and "for" the appointment of
the auditors set forth on the proxy and described herein. Any shareholder giving
a proxy has the power to revoke it at any time before it is exercised by (i)
filing written notice thereof with the Secretary of CVB (Garland L. Blanton,
Jr., Secretary, Central Virginia Bankshares, Inc., 2036 New Dorset Road, P.O.
Box 39, Powhatan, Virginia 23139-0039); (ii) submitting a duly executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting or at any
adjournment or postponement thereof and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment or postponement thereof and will not
be used for any other meeting.
Only shareholders of record at the close of business on March 1, 2002
(the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 1,949,229 shares of Common Stock issued and outstanding
and approximately 847 record holders. Each share of Common Stock is entitled to
one vote at the Annual Meeting. There are no rights of appraisal or similar
rights of dissenters
under Virginia law or otherwise with regard to the proposals to be addressed at
the Annual Meeting. CVB had no other class of equity securities outstanding at
the Record Date.
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Election of Directors; The Nominees
The Articles of Incorporation and Bylaws of CVB provide that the Board
shall fix the number of directors of CVB and that such directors shall be
divided into three classes as nearly equal in number as possible. Currently, the
number of directors is fixed at eight. The members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. The following table
sets forth the names of the current directors, the class to which they belong
and the years in which their terms of office will expire:
Class B Class A Class C
2002(1) 2003 2004
---- ---- ----
Ralph Larry Lyons Elwood C. May Charles W. Binford
Garland L. Blanton, Jr. Charles B. Goodman John B. Larus
Fleming V. Austin James T. Napier
___________________
(1) These three directors are the nominees for election at the Annual Meeting
for a three-year term expiring in 2005 and until their successors are
elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS.
The Board of Directors
Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the three nominees
listed above. Proxies distributed in conjunction herewith may not be voted for
persons other than the nominees named thereon. If any person named as nominee
should be unable or unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a replacement nominee or
nominees recommended by the Board. At this time, the Board knows no reason why
any of the nominees listed above would not be able to serve as a director if
elected. The proxy also confers discretionary authority upon the persons named
therein, or their substitutes, with respect to any other matter that may
properly come before the Annual Meeting.
In the election of directors, those nominees receiving the greatest
number of votes will be elected even if they do not receive a majority.
Abstentions and broker non-votes will not be considered a vote for, or a vote
against, a nominee.
2
There is set forth hereafter as to each of the nominees, and the
remaining directors who will continue to serve, certain information including
age, principal occupation and, as of February 28, 2002, information respecting
beneficial ownership of Common Stock. The date shown for first election as a
director in the information below represents the year in which the nominee or
continuing director was first elected to the Board of CVB or previously to the
Board of Central Virginia Bank (the "Bank"). Unless otherwise indicated, the
business experience and principal occupations shown for each nominee or
continuing director has extended five or more years.
Ralph Larry Lyons, 53, has been a director since 1983.
Mr. Lyons is President and Chief Executive Officer of CVB and the Bank.
Garland L. Blanton, Jr., 71, has been a director since 1985.
Mr. Blanton is the retired President/Manager of Blanton & Pleasants
Hardware, Inc., a hardware retailer located in Cartersville, Virginia.
He also serves as Secretary of CVB.
Fleming V. Austin, 71, has been a director since 1993.
Mr. Austin is a retired executive vice president of CVB and the Bank.
Elwood C. May, 61, has been a director since 1973.
Mr. May is the owner/operator of Flatrock Hardware, Inc., a hardware
retailer located in Powhatan, Virginia.
Charles B. Goodman, 75, has been a director since 1978.
Mr. Goodman is President of Goodman Truck & Tractor Co., Inc., a truck,
tractor and equipment dealer located in Amelia County, Virginia.
Charles W. Binford, 82, has been a director since 1973.
Mr. Binford is a retired partner of A.G. Smith & Co., a general
merchandise store located in Maidens, Virginia, and the retired
postmaster of Maidens, Virginia.
John B. Larus, 73, has been a director since 1973.
Mr. Larus serves as Chairman of the Boards of Directors of CVB and the
Bank. He is a managing partner of Stony Point Estates.
James T. Napier, 49, has been a director since 1997.
Mr. Napier is President of Napier Old Colony Realtors, Inc. which has
its main office in Chesterfield County and has branch offices serving
Powhatan, Hanover and Henrico Counties and the City of Richmond. Mr.
Napier has been President of the firm since 1991 and has been involved
in the real estate business since 1976.
Other than Mr. Blanton and Mr. Goodman, who are brothers-in-law, there
are no family relationships among the officers and directors of CVB.
3
Security Ownership of Management
The following table sets forth information as of February 28, 2002,
regarding the beneficial ownership of Common Stock by all directors and
nominees, by its President and Chief Executive Officer and by all directors and
executive officers as a group. For the purposes of this table, beneficial
ownership has been determined in accordance with the provisions of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
under which, in general, a person is deemed to be a beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the security or if
he has the right to acquire beneficial ownership of the security within 60 days.
Common Stock
Name Beneficially Owned (1) Percent of Class
---- ------------------ ----------------
Directors
- ---------
Fleming V. Austin (2) 11,750 .60%
Charles W. Binford (3) 29,292 1.50%
Garland L. Blanton, Jr. (4) 12,468 .64%
Charles B. Goodman (5) 19,018 .97%
John B. Larus (6) 40,924 2.09%
Ralph Larry Lyons (7) 37,410 1.91%
Elwood C. May (8) 15,206 .78%
James T. Napier 6,770 .35%
All present executive officers and
directors as a group (13 persons) 201,480 9.95%
__________________
(1) Amounts disclosed include shares of Common Stock issuable upon the exercise
of stock options exercisable within 60 days of February 28, 2002.
(2) Includes 2,250 shares owned by Mr. Austin and his wife as joint tenants and
1,502 shares owned by his wife.
(3) Includes 2,321 shares owned by Mr. Binford and his wife as joint tenants
and 1,250 shares owned by his wife.
(4) Includes 3,700 shares owned by Mr. Blanton and his wife as joint tenants
and 818 shares owned by his wife.
(5) Includes 3,378 shares owned by Mr. Goodman and his wife as joint tenants
and 5,844 shares owned by his wife.
(6) Includes 12,000 shares owned by Mr. Larus' wife.
(7) Includes 4,509 shares owned by Mr. Lyons and his wife as joint tenants,
1,912 shares owned by Mr. Lyons' minor son, and 3,850 shares owned by his
wife.
(8) Includes 4,632 shares owned by Mr. May and his wife as joint tenants.
Security Ownership of Certain Beneficial Owners
Management does not believe that any shareholder beneficially owns more
than 5% of the outstanding shares of Common Stock as of February 28, 2002.
4
The Board of Directors and its Committees
Meetings of the Board of Directors are held regularly each month and
there is also an organizational meeting following the Annual Meeting of
Shareholders. The Board held 13 meetings in the year ended December 31, 2001.
For such year, none of CVB's eight directors attended fewer than 75% of the
aggregate number of Board meetings and meetings of committees of which the
respective directors are members.
The Board of Directors has an Audit Committee and a Compensation
Committee.
The Audit Committee consists of Messrs. Blanton, Goodman and Napier.
The Audit Committee is responsible for the selection and recommendation of the
independent accounting firm for the annual audit and for the assurance of the
adherence to a system of internal controls. It reviews and accepts the reports
of CVB's independent auditors and federal examiners. The Audit Committee met
four times during the year ended December 31, 2001.
The Compensation Committee consists of Messrs. Austin, Binford and
Larus. The Compensation Committee is responsible for reviewing and approving
salary grade levels for the Bank as well as recommended salary increases. The
Compensation Committee met once during the year ended December 31, 2001.
The full Board of Directors acts as a nominating committee.
Shareholders entitled to vote for the election of directors may nominate
candidates for consideration by the Board of Directors under procedures that CVB
has established. See "Shareholder Proposals."
Executive Officers Who Are Not Directors
Charles F. Catlett, III (age 53) is Senior Vice President and Chief
Financial Officer. Prior to joining CVB in December 1999, he was President of
Franklin Financial Associates, L.L.C. for two years. Prior to establishing
Franklin Financial Associates, he was Senior Vice President and Group Manager of
Wachovia Bank, the successor by merger in 1997 to Central Fidelity National
Bank, where he served in several senior management capacities in the Bank
Investments, Management Accounting, Corporate Accounting and Internal Audit
departments. Mr. Catlett has over 28 years of banking experience.
Joseph B. Keesee (age 62) is Senior Vice President and Senior Loan
Officer. Prior to joining CVB in 1995, he was Executive Vice President and
Senior Lender with Premier Bank, Wytheville, Virginia, for five years. Prior to
joining Premier Bank, he was Executive Vice President and Chief Executive
Officer of Rappahannock National Bank, Washington, Virginia, for two years and a
Senior Vice President with Central Fidelity Bank in Culpeper, Virginia, for 19
years. Mr. Keesee has 31 years of banking experience.
Jodie S. Cocke (age 41) is a Vice President and Construction Lending
Officer. Prior to joining CVB in August 1998, she served as an Assistant Vice
President and Construction Loan Officer at Jefferson National Bank for four
years and at Pioneer Federal Savings Bank for nine years.
F. William Kidd (age 55) is a Vice President and the Cashier of the
Bank. Mr. Kidd has been with CVB for 18 years and is presently responsible for
the information technology and operations areas of the Bank. Mr. Kidd also
serves as the security officer for CVB.
5
Judy M. Reynolds (age 40) is a Vice President of CVB. She serves as
branch coordinator for the six branches of the Bank and also as a lender. Ms.
Reynolds has been employed by CVB for 22 years.
REMUNERATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended December 31,
2001, 2000 and 1999, the cash compensation paid by CVB, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer of
CVB in all capacities in which he served:
Summary Compensation Table
Annual Compensation
-------------------------------------
Name and All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($)(1)
------------------ ---- ---------- --------- -------------------
Ralph Larry Lyons 2001 155,350 -- 27,299
President, Chief 2000 148,850 1,431 23,090
Executive Officer and 1999 141,102 1,331 24,610
Director
________________
(1) "All Other Compensation" includes: (a) $10,400, $9,750 and $10,500 in
directors' fees paid to Mr. Lyons for the fiscal years ended December 31, 2001,
2000 and 1999, (b) $12,428, $10,420, and $14,110 representing total
contributions to CVB's Profit Sharing/Retirement Plan for the fiscal years ended
December 31, 2001, 2000 and 1999 on behalf of Mr. Lyons, and (c) $4,471 and
$2,920 representing total contributions to CVB's 401(k) Plan for the fiscal
years ended December 31, 2001 and 2000 on behalf of Mr. Lyons to match pre-tax
elective deferral contributions (which are included under the "Salary" column)
made by Mr. Lyons to such plan. No contributions were made to CVB's 401(k) Plan
on Mr. Lyons' behalf for the fiscal year ended December 31, 1999.
Stock Options
The following table sets forth for the year ended December 31, 2001,
the grants of stock options to the named executive officers:
Option Grants In Last Fiscal Year
Number of Percent of Total
Securities Options Granted to
Underlying Options Employees in Fiscal Exercise or Base
Name Granted (#) (1) Year (%) (2) Price ($/Share) Expiration Date
---- --------------- ------------ --------------- ---------------
Ralph Larry Lyons -- 0% -- --
________________
(1) Stock options were awarded at or above the fair market value of the shares
of Common Stock at the date of award.
(2) No options to purchase shares of Common Stock were granted to employees
during the year ended December 31, 2001.
6
No stock options were exercised by the named executive officers during
2001. The following table sets forth the amount and value of stock options held
by the named executive officers as of December 31, 2001.
Fiscal Year End Option Values
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Fiscal Year End (#) at Fiscal Year End ($)(1)
------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Ralph Larry Lyons 9,000 0 $0 $0
________________________
(1) The value of in-the-money options at fiscal year end was calculated by
determining the difference the closing price of a share of Common Stock as
reported on the Nasdaq Stock MarketSM on December 31, 2001 and the exercise
price of the options.
Directors' Fees
Directors, including directors who are officers of CVB, received fees
of $800 for each meeting of the Board attended and $125 for each committee
meeting attended during fiscal 2001.
Certain Transactions
Some of the directors and officers of CVB, and some of the corporations
and firms with which these individuals are associated, are also customers of the
Bank in the ordinary course of business, or are indebted to the Bank with
respect to loans. It is also anticipated that some of the persons, corporations
and firms will continue to be customers of, and indebted to, the Bank on a
similar basis in the future. All loans extended to such persons, corporations
and firms were made in the ordinary course of business, did not involve more
than normal collection risk or present other unfavorable features, and were made
on substantially the same terms, including interest rates and collateral as
those prevailing at the same time for comparable Bank transactions with
unaffiliated persons. No such loan as of December 31, 2001 was non-accruing,
past due or restructured. At December 31, 2001, the aggregate amounts of loans
outstanding to all directors and officers of the Bank and members of their
immediate families, and corporations and firms with which these individuals are
associated, were approximately $2,208,275.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires CVB's directors and
executive officers, and any persons who own more than 10% of the Common Stock of
CVB, to file with the Securities and Exchange Commission (the "SEC") reports of
ownership and changes in ownership of common stock. Officers and directors are
required by SEC regulation to furnish CVB with copies of all Section 16(a) forms
that they file. Based solely on review of the copies of such reports furnished
to CVB or written representation that no other reports were required, CVB
believes that, during 2001, all filing requirements applicable to its officers
and directors were complied with.
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RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board has appointed Mitchell, Wiggins & Company, LLP, independent
certified public accountants, to perform the audit of CVB's financial statements
for the year ending December 31, 2002. Mitchell, Wiggins & Company, LLP,
performed the audit of CVB's financial statements for the year ended December
31, 2001. A majority of the votes cast by holders of the Common Stock is
required for the ratification of the appointment of the independent public
accountants.
Representatives from Mitchell, Wiggins & Company, LLP, will be present
at the Annual Meeting, will be given the opportunity to make a statement, if
they so desire, and will be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPOINTMENT OF MITCHELL, WIGGINS & COMPANY, LLP, AS CVB'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
AUDIT INFORMATION
The Audit Committee of the Board of Directors operates under a written
charter that the Board of Directors has adopted. The three members of the Audit
Committee are independent as that term is defined in the listing standards of
the National Association of Securities Dealers.
Fees of Independent Public Accountants
Audit Fees
The aggregate amount of fees billed to CVB by Mitchell, Wiggins &
Company, LLP for professional services rendered in connection with the audit of
CVB's annual financial statements for the fiscal year ended December 31, 2001,
and for the review of CVB's interim financial statements included in CVB's
quarterly reports on Form 10-QSB for that fiscal year, was $43,900.
Financial Information System Design and Implementation Fees
There were no professional services rendered to CVB by Mitchell,
Wiggins & Company, LLP for the design and implementation of financial
information systems for the fiscal year ended December 31, 2001.
All Other Fees
The aggregate amount of fees billed to CVB by Mitchell, Wiggins &
Company, LLP for all other non-audit services rendered to CVB for the fiscal
year ended December 31, 2001 was $8,250.
8
Audit Committee Report
Management is responsible for CVB's internal controls, financial
reporting process and compliance with laws and regulations and ethical business
standards. The independent auditor is responsible for performing an independent
audit of CVB's consolidated financial statements in accordance with generally
accepted auditing standards and issuing a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes on behalf of the Board
of Directors.
In this context, the Audit Committee has reviewed and discussed the
audited financial statements with management and the independent auditors. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and
discussed with them their independence from CVB and its management. Moreover,
the Audit Committee has considered whether the independent auditor's provision
of non-audit services to CVB is compatible with maintaining the auditor's
independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in CVB's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001, for filing with the Securities and Exchange Commission.
By recommending to the Board of Directors that the audited financial statements
be so included, the Audit Committee is not opining on the accuracy, completeness
or presentation of the information contained in the audited financial
statements.
Submitted by the Audit Committee of the Board of Directors
Garland L. Blanton, Jr.
Charles B. Goodman
James T. Napier
SHAREHOLDER PROPOSALS
Under the regulations of the SEC, any shareholder desiring to make a
proposal to be included in the Proxy Statement and acted upon at the 2003 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of CVB, whose address is P.O. Box 39, Powhatan, Virginia
23139-0039, no later than November 27, 2002. CVB anticipates holding the 2003
Annual Meeting on April 29, 2003.
CVB's Bylaws also prescribe the procedure a shareholder must follow to
nominate Directors or to bring other business before shareholders' meetings
outside of the proxy statement process. For a shareholder to nominate a
candidate for Director or to bring other business before a meeting, notice must
be received by the Secretary of CVB not less than 60 days and not more than 90
days prior to the date of the meeting. Based upon an anticipated date of April
29, 2003 for the 2003 Annual Meeting of Shareholders, CVB must receive such
notice no later than February 28, 2003 and no earlier than January 29, 2003.
Notice of a nomination for Director must describe various matters regarding the
nominee and the shareholder giving the notice. Notice of other business to be
brought before the meeting must include a description of the proposed business,
the reasons therefor and other specified matters. Any shareholder may obtain a
copy of CVB's Bylaws, without charge, upon written request to the Secretary of
CVB.
9
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of CVB's Annual Report to Shareholders for the year ended
December 31, 2001 accompanies this Proxy Statement. Additional copies may be
obtained by written request to the Secretary of CVB at the address indicated
below. Such Annual Report is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE
OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS, CVB WILL FURNISH TO SUCH PERSON, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2001 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE SEC
UNDER THE EXCHANGE ACT. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO GARLAND L.
BLANTON, JR., SECRETARY, CENTRAL VIRGINIA BANKSHARES, INC., 2036 NEW DORSET
ROAD, P.O. BOX 39, POWHATAN, VIRGINIA 23139-0039. THE FORM 10-KSB IS NOT PART OF
THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
The Board of Directors of CVB is not aware of any other matters that
may come before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Annual Meeting.
10