SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 12, 2003
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Cardinal Bankshares Corporation
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(Exact name of registrant as specified in its charter)
Virginia 0-28780 54-1804471
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Jacksonville Circle, PO Box 215
Floyd, Virginia 24091
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 745-4191
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On June 12, 2003, Cardinal Bankshares Corporation ("Cardinal Bankshares")
issued a news release announcing an increase in its common stock dividend
payable on June 30, 2003 to holders of record as of June 25, 2003 (the "News
Release"). The News Release is attached as Exhibit 99 to this report and is
incorporated into this Item 5 by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99) The News Release.
* * *
This Current Report on Form 8-K (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements
regarding certain of Cardinal Bankshares' goals and expectations with respect to
earnings, earnings per share, revenue, expenses and the growth rate in such
items, as well as other measures of economic performance, including statements
relating to estimates of credit quality trends, and statements preceded by,
followed by or that include the words "may", "could", "should", "would",
"believe", "anticipate", "estimate", "expect", "intend", "plan", "projects",
"outlook" or similar expressions. These statements are based upon the current
beliefs and expectations of Cardinal Bankshares' management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. These forward-looking statements
involve certain risks and uncertainties that are subject to change based on
various factors (many of which are beyond Cardinal Bankshares' control).
The following factors, among others, could cause Cardinal Bankshares' financial
performance to differ materially from that expressed in such forward-looking
statements: (1) the strength of the United States
economy in general and the strength of the local economies in which Cardinal
Bankshares conducts operations may be different than expected resulting in,
among other things, a deterioration in credit quality or a reduced demand for
credit, including the resultant effect on Cardinal Bankshares' loan portfolio
and allowance for loan losses; (2) the effects of, and changes in, trade,
monetary and fiscal policies and laws, including interest rate policies of the
Board of Governors of the Federal Reserve System; (3) inflation, interest rate,
market and monetary fluctuations; (4) adverse conditions in the stock market,
the public debt market and other capital markets (including changes in interest
rate conditions); (5) the timely development of competitive new products and
services by Cardinal Bankshares and the acceptance of these products and
services by new and existing customers; (6) the willingness of customers to
accept third party products marketed by Cardinal Bankshares; (7) the willingness
of customers to substitute competitors' products and services for Cardinal
Bankshares' products and services and vice versa; (8) the impact of changes in
financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance); (9) technological changes; (10) changes in
consumer spending and saving habits; (11) the effect of corporate
restructurings, acquisitions and/or dispositions; (12) the growth and
profitability of Cardinal Bankshares' noninterest or fee income being less than
expected; (13) unanticipated regulatory or judicial proceedings or rulings; (14)
the impact of changes in accounting principles; (15) adverse changes in
financial performance and/or condition of Cardinal Bankshares' borrowers which
could impact repayment of such borrowers' outstanding loans; (16) the impact on
Cardinal Bankshares' businesses, as well as on the risks set forth above, of
various domestic or international military or terrorist activities or conflicts;
and (17) Cardinal Bankshares' success at managing the risks involved in the
foregoing.
Cardinal Bankshares cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
Cardinal Bankshares or other matters and attributable to Cardinal Bankshares or
any person acting on its behalf are expressly qualified in their entirety by the
cautionary statements above. Cardinal Bankshares does not undertake any
obligation to update any forward-looking statement, whether written or oral,
relating to the matters discussed in this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARDINAL BANKSHARES CORPORATION
Date: June 19, 2003 By: /s/ Ray A. Fleming
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Name: Ray A. Fleming
Title: Executive Vice President and Chief
Financial Officer
Exhibit Index
Exhibit No. Description
(99) The News Release.