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:
<TABLE>
<CAPTION>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
</TABLE>
MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
----------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
----------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Mid-Atlantic Community BankGroup, Incorporated (the "Company"), which will be
held on April 22, 1997 at 7:00 p.m. at the Abingdon Ruritan Club on Guinea Road,
Bena, Virginia.
At the Annual Meeting, fourteen directors will be elected for a one
year term. The formal Notice, Proxy and Proxy Statement containing information
about matters to be acted upon are enclosed. Also enclosed is management's
Annual Report to Shareholders, which will be reviewed at the Annual Meeting.
Please complete, sign and return the enclosed Proxy as soon as
possible. Whether or not you will be able to attend the Annual Meeting, it is
important that your shares be represented and your vote recorded.
The Board of Directors and management of the Company appreciate your
continued support and look forward to seeing you at the Annual Meeting.
Sincerely yours,
WILLIAM J. FARINHOLT
President and
Chief Executive Officer
Gloucester, Virginia
March 24, 1997
<PAGE>
MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED
7171 George Washington Memorial Highway
Gloucester, VA 23061
(804-693-0628)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Mid-Atlantic Community BankGroup, Incorporated (the "Company") will be held at
the Abingdon Ruritan Club on Guinea Road, Bena, Virginia on April 22, 1997 at
7:00 p.m. for the following purposes:
1. To elect 14 directors for a term of one year each;
2. To ratify the appointment by the Board of Directors of the
firm of Smith & Eggleston, P.C. as the Company's independent
auditors for the year ending December 31, 1997; 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
Annual Meeting.
The Board of Directors of the Company has fixed the close of business
on March 14, 1997 as the record date for determining the shareholders of the
Company entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors,
Kathleen C. Healy
Vice President and Secretary
Gloucester, Virginia
March 24, 1997
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT OF MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED
INTRODUCTION
This Proxy Statement is furnished to holders of Common Stock, par value
$5.00 per share, of the Company ("Company Common Stock"), in connection with the
solicitation of proxies by the Board of Directors (the "Board") of the Company
to be used at the Annual Meeting of Shareholders to be held at the Abingdon
Ruritan Club on Guinea Road, Bena, Virginia on April 22, 1997 at 7:00 p.m. and
at any adjournment thereof (the "Annual Meeting"). The Annual Meeting is the
initial annual meeting of the shareholders of the Company, which is the holding
company for and the successor to Peninsula Trust Bank, Incorporated (the
"Bank"), effective August 15, 1996.
At the Annual Meeting, 14 directors will be elected for a term of one
year each. Shareholders also will be asked to ratify the appointment of Smith &
Eggleston, P.C. as independent auditors for the year ending December 31, 1997.
The principal offices of the Company are at 7171 George Washington
Memorial Highway, Gloucester, Virginia 23061, telephone: (804) 693-0628.
The Board of Directors has fixed the close of business on March 14,
1997 as the record date (the "Record Date") for the determination of the holders
of Company Common Stock entitled to receive notice of and to vote at the Annual
Meeting. On the Record Date, there were 944,333 shares of Company Common Stock
issued and outstanding and 903 record holders. Each share of Company Common
Stock is entitled to one vote at the Annual Meeting. The Company had no other
class of equity securities outstanding at the Record Date.
In the election of directors, those 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
director.
As of the Record Date, directors and executive officers of the Company
and their affiliated persons and entities as a group, owned of record and
beneficially a total of 165,548 shares of Company Common Stock, or approximately
18% of the shares of Company Common Stock outstanding on such date. Directors
and executive officers of the Company have indicated an intention to vote their
shares of Company Common Stock FOR the nominees identified herein.
Abstentions will be counted for purposes of determining the existence
of a quorum. A quorum for the Annual Meeting will exist if holders of a majority
of the shares of Company Common Stock are present in person or represented by
proxy.
A broker who holds shares in street name has the authority to vote on
certain items when he has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
broker non-vote. Under the circumstances where the broker is not permitted to or
does not exercise its discretion, assuming proper disclosure to the Company of
such failure to vote, broker non-votes will be counted for purposes of
determining the existence of a quorum.
The proxy solicited hereby, if properly signed and returned to the
Company 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 proposals 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 the Company
(Kathleen C. Healy, Secretary, P. O. Box 416, 14833 George Washington Memorial
Highway, Glenns, Virginia 23149); (ii) submitting a duly executed proxy bearing
a later date; or (iii) appearing at the Annual Meeting or at any adjournment
thereof and giving the Secretary notice of his or her intention to vote in
person. Proxies solicited
-2-
<PAGE>
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, officers and regular employees of the Company
and its subsidiaries may solicit proxies in person or by telephone. The
approximate date on which this Proxy Statement and the proxy are being mailed to
the Company's shareholders is March 24, 1997.
ELECTION OF DIRECTORS
Election of Directors; The Nominees
The Board of Directors of the Company currently is comprised of 14
members, all of whom are nominees for re-election. The following table sets
forth for each Director, name and age, principal occupation, year of first
election to the Board of Directors of the Company or previously to the Board of
Directors of the Bank and beneficial ownership of Company Common Stock as of
January 31, 1997.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned (1 & 2)
-------------
Principal Occupation Director
Name (age) & Position with Company Since No. %
- ---------- ----------------------- ----- --- --
<S> <C> <C> <C> <C>
Charles F. Bristow Farmer-Gloucester 1988 4,500 .48
(74) Director
John R. Curtis Banking Consultant, Retired Regional 1989 2,800 .30
(65) Director of FDIC-Richmond
Director
Charles F. Dawson Partner, Bay Design Group P.C.-Saluda 1988 5,095 .54
(55) Director
W. J. Farinholt President and CEO, Mid-Atlantic 1988 36,246 3.77
(50) Community BankGroup, Incorporated
Director
William D. Fary Owner, Bill Fary Ford-Gloucester 1988 11,250 1.19
(67) Director
Robert D. Foster President, Tre-Suz-Ann 1988 41,843 4.42
(54) Development/Foster Management; VP,
Foster Realty-Gloucester
Director
Harry M. Healy Retired President, Bailey 1988 14,300 1.51
(63) Amusements-Gloucester
Director
Jeanne P. Hockaday President, Coldwell Banker 1990 4,200 .44
(49) Virginia Country Realty-Gloucester
Director
-3-
<PAGE>
Joseph A. Lombard, Jr., DDS Owner/Dentist, Lombard, Luckam & 1988 20,662 2.18
(50) Smith-Gloucester
Chairman of the Board
George A. Marston, Jr. Retired Owner, Oakland Farm- Norge 1992 13,500 1.43
(75) Director
Hersey M. Mason, Jr. Owner, Mason Realty-Middlesex Co. 1990 32,074 3.39
(67) Director
Henry C. Rowe, MD Medical Director, Riverside Hayes 1988 4,900 .52
(49) Medical Center-Gloucester
Director
Kenneth E. Smith Executive Vice President, 1988 19,430 2.02
(45) Mid-Atlantic Community BankGroup,
Incorporated
Director
Thomas Z. Wilke Agent, State Farm Insurance-Gloucester 1990 8,620 .91
(43) Point
Director
All present executive officers 219,770 23.14
and directors as a group (15
persons)
- ---------------------------------------
<FN>
(1) The total shares reported include sole voting shares, shared voting shares, sole investment shares and
shared investment shares. Included in the totals are shared voting and investment shares as follows:
W. J. Farinholt, 1,866 shares; W. D. Fary, 300 shares; R. D. Foster, 6,520 shares; J. P. Hockaday, 200
shares; J. A. Lombard, Jr., 2,354 shares; G. A. Marston, Jr., 6,750 shares; K. E. Smith, 75 shares.
(2) Included in shares beneficially owned are shares that may be acquired within 60 days upon the exercise
of stock options held by individuals as follows: C. F. Bristow, 1,500 shares; J. R. Curtis, 1,300
shares; C. F. Dawson, 1,540 shares; W. J. Farinholt, 17,000 shares; W. D. Fary, 1,600 shares; R. D.
Foster, 2,500 shares; H. M. Healy, 2,300 shares; K. C. Healy, 200 shares; J. P. Hockaday, 1,500 shares;
J. A. Lombard, Jr., 2,362 shares; H. M. Mason, Jr., 1,500 shares; H. C. Rowe, MD, 2,400 shares; K. E.
Smith, 17,000 shares; T.Z. Wilke, 1,520 shares.
</FN>
</TABLE>
Unless authority is withheld in the proxy, each proxy executed and
returned by a stockholder will be voted for the election of the 14 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 may 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 meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS.
-4-
<PAGE>
Security Ownership of Certain Beneficial Owners
No one is known to be the beneficial owner of more than five percent
(5%) of the issued and outstanding Company Common Stock.
The Board of Directors
The Board of Directors is responsible for the overall performance of
the Company and for establishing Company policy. The Board establishes the
compensation of all executive officers. Regular meetings of the Board are held
each month. The Board held 16 meetings in 1996, including the organizational
meeting in June and three special meetings. Each Director attended at least 75%
of the total number of meetings of the Board and meetings of committees of which
the director was a member in 1996.
Board Committees
The Company's bylaws prescribe for one permanent standing committee,
the Audit Committee, the principal responsibilities of which are described
below.
The Audit Committee meets on an on call basis as needed. The Committee
met six times in 1996. Members of the committee include Thomas Z. Wilke,
Chairman, Charles F. Bristow, Charles F. Dawson, Robert D. Foster, Jeanne P.
Hockaday and Joseph A. Lombard, Jr., DDS. The Audit Committee recommends to the
Board the appointment of a firm to serve as independent auditors, subject to
ratification by the Board and the Shareholders at the Annual Meeting.
The Company does not have a standing Nomination or Compensation
Committee.
The Chairman of the Board is an ex-officio member of all committees.
Executive Officers
The Company currently has three Executive Officers:
Chief Executive Officer. William J. Farinholt has served as President
and Chief Executive Officer of the Company and the Bank since 1988. He has more
than 25 years of banking experience. He was employed as a bank examiner with the
Virginia Bureau of Financial Institutions from 1970 to 1972. He then served as
an officer with the Bank of Middlesex, Urbanna, Virginia, from 1972 to 1974. He
then served with Citizens and Farmers Bank, West Point, Virginia, from 1974 to
1988, where he was the Senior Vice President in charge of all lending and
Secretary of the bank. He is experienced in lending, marketing, branch
management and bank operations. He has held various officer positions, including
chairman of the Northern Neck-Southside Bankers Association. He also has served
on several committees as well as the Board of Directors of the Virginia Bankers
Association. He has taught numerous banking classes at Rappahannock Community
College. He has also been active in many civic and religious activities. Mr.
Farinholt was born in Gloucester County and has a broad knowledge of the
Company's general trade area.
Chief Administrative Officer. Kenneth E. Smith has served as Executive
Vice President, Chief Administrative and Chief Financial Officer of the Company
and the Bank, with primary oversight of the Company's operations, since 1988.
Mr. Smith has 23 years of banking experience. Prior to joining the Company, he
served as Compliance Officer and Auditor with Citizens and Farmers Bank, West
Point. Prior to that he spent 11 years as a commercial bank examiner with the
Federal Reserve Bank of Richmond. He served for two years with The Colonial Bank
of Providence Forge, Virginia. Before that he worked as an internal auditor with
United Virginia Bank and as a teller with Second National Bank, Richmond,
Virginia. He has experience in virtually all areas of the Company, including
lending, liquidity management, bank regulations and financial analysis. He has
attended various banking schools, is a graduate of the University of Richmond
and has taught at Rappahannock Community College.
-5-
<PAGE>
Chief Accounting Officer. Kathleen C. Healy serves as Vice President,
Chief Accounting Officer and Secretary of the Company. Ms. Healy works in
conjunction with the Chief Administrative Officer having more specific oversight
of the overall accounting area, including the accuracy of financial records and
regulatory financial reporting. Prior to joining the Company, she served as
office supervisor and insurance producer with an independent insurance agency.
She has approximately seven years of banking experience. She has attended the
Virginia Bankers School of Bank Management and she is a cum laude graduate of
the School of Business Administration at the University of Richmond.
Family Relationships
The husband of Kathleen C. Healy, Chief Accounting Officer, is the
nephew of Harry M. Healy, a director of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's directors and executive officers,
and any persons who own more than 10% of Company Common Stock, to file with the
Securities and Exchange Commission ("SEC") reports of ownership and changes in
ownership of Company Common Stock. Officers and directors are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms that
they file. Based solely on review of the copies of such reports furnished to the
Company or written representation that no other reports were required, the
Company believes that, during fiscal year 1996, all filing requirements
applicable to its officers and directors were complied with except that Joseph
A. Lombard, Jr., DDS, Director, inadvertently filed one late report on Form 5 in
February 1997 covering the purchase of 125 shares of Common Stock by his son in
September 1996.
Executive Officer Compensation
The following table presents information concerning the annual and
long-term compensation of Messrs. Farinholt and Smith. This table presents
compensation for services rendered in all capacities to the Company in 1996,
1995 and 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Other Annual Securities All Other
Name and Compen- Underlying Compen-
Principal Position Year Salary ($) Bonus ($) sation Options (#) sation (b)($)
- ------------------ ---- ---------- --------- ------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. J. Farinholt 1996 100,651 25,650 (a) - 1,501
President/Chief 1995 86,699 19,464 (a) 10,000 1,777
Executive Officer 1994 81,682 17,901 (a) - -
Kenneth E. Smith 1996 88,675 22,410 (a) - 1,321
Executive Vice- 1995 75,966 17,000 (a) 10,000 1,555
President/Chief Financial 1994 71,087 15,635 (a) - -
Officer
- -------------------
<FN>
(a) The value of perquisites and other personal benefits did not exceed
the lesser of $50,000 or 10% of total annual salary and bonus.
(b) "All Other Compensation" represents matching contributions by the Company
in its 401(k) plan, which was established on March 1, 1995.
</FN>
</TABLE>
-6-
<PAGE>
There were no stock options granted to Messrs. Farinholt or Smith in
1996.
Option Exercises and Holdings
The following table sets forth information with respect to exercised
and unexercised options held by such officers as of December 31, 1996. No stock
options were exercised by Mr. Farinholt or Mr. Smith in 1996.
<TABLE>
<CAPTION>
Fiscal Year End Option Values
Number of Securities Value of Unexercised In-
Underlying Unexercised The-Money Options at
Options at December 31, 1996 ($)(1)
December 31, 1996 (#) ------------------------
---------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
W. J. Farinholt 13,250 3,750 155,000 33,750
Kenneth E. Smith 13,250 3,750 155,000 33,750
</TABLE>
- -------------------
(1) The value of unexercised in-the-money options at fiscal year end was
calculated by determining the difference between (i) the fair market
value of the Company Common Stock underlying the options at December
31, 1996 ($25.00 per share) and (ii) the exercise price of the options.
Employment Agreements
Messrs. Farinholt and Smith entered into employment agreements with the
Company effective as of November 29, 1988. The Agreements are general in nature
and have few conditions relative to current or ongoing employment conditions.
However, these agreements provide that in the event the Company, acting through
either its shareholders or its Directors, sells or disposes of the controlling
interest in the Company to a conglomerate or "bank holding company" (as such
term is defined in Article I of Title 6.1 of the Code of Virginia, as amended),
with the result that the Company is either 50% or more owned or controlled by
such entity (provided that the respective bank officer, at the time of such
transaction, is employed at either his current position or an equal or higher
ranking position of the Company) each such officer shall be entitled to receive
from the Company $150,000. Restrictive covenants contained in each agreement
require that such payment shall be paid in addition to any and all normal
compensation payable at the time of such transaction, but also shall be
dependent upon the sale price of the Company being equal to at least 1.75 times
the then current "book value" of the Company Common Stock as determined by the
independent accounting firm being utilized by the Company at the time of such
sale of the Company. As incentive for the Company's officers to remain in the
employ of the Company and as protection for the Company from the Company's
officers' leaving the Company's employ, absent a sale of the Company as defined
above, each agreement provides that if the officer voluntarily leaves the employ
of the Company without there being any such sale of the Company, he may not
become employed with or work in any office of any financial institution (bank,
savings bank, savings and loan association or credit union) that is located in
Gloucester, Mathews, or Middlesex counties.
Directors Compensation
Each Director was paid a fee of $300 for each Board meeting attended
and $150 for each Board Committee meeting attended in 1996. The total expense to
the Company for directors fees in 1996 was $83,050.
-7-
<PAGE>
Interest of Management in Certain Transactions
The Company's officers, directors and other corporations, business
organizations and persons with which certain of the Company's officers and
directors are associated customarily have banking transactions with the Company.
During 1996 loans to related parties amounted to $1,016,746. New loans made to
related parties during this same period totaled $917,976, with repayments of
$327,303. All such transactions have been made in the ordinary course of
business on substantially the same terms, including interest rates and security
for loans, as those prevailing at the time for comparable transactions with
others and have not involved more than the normal risk of collectibility or
presented other unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board has appointed Smith & Eggleston, P.C. independent certified
public accountants, to perform the audit of the Company's financial statements
for the year ending December 31, 1997 and further directed that the selection of
the auditors be submitted for ratification by the shareholders at the Annual
Meeting. Smith & Eggleston, P.C. has acted as the Company's independent
accountant since 1990.
Representatives from Smith & Eggleston, P.C. are expected to be present
at the Annual Meeting, will have the opportunity to make a statement, if they
desire to do so and are expected to be available to respond to appropriate
questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF SMITH & EGGLESTON, P.C. AS INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 1997.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
annual meeting of shareholders, to be held in April, 1998, must be received by
the Company no later than November 20, 1997. If such proposal complies with all
of the requirements of Rule 14a-8 of the Exchange Act, it will be included in
the Proxy Statement and set forth in the form of proxy issued for the next
annual meeting of shareholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report to Shareholders for the year
ended December 31, 1996 accompanies this Proxy Statement/Prospectus. Additional
copies may be obtained by written request to the Secretary of the Company 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 COMPANY 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, THE COMPANY WILL FURNISH TO SUCH
PERSON, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 AND ITS QUARTERLY REPORTS ON FORM 10-QSB AND
THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE SEC UNDER THE EXCHANGE ACT.
ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO KATHLEEN C. HEALY, SECRETARY,
MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED, PO BOX 416, 14833 GEORGE
WASHINGTON MEMORIAL HIGHWAY, GLENNS, VIRGINIA 23149. THE FORM 10-KSB AND
QUARTERLY REPORTS ON FORM 10-QSB ARE NOT PART OF THE PROXY SOLICITATION
MATERIALS.
-8-
<PAGE>
OTHER MATTERS
The Board of Directors of the Company 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.
-9-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
April 22, 1997
The undersigned hereby appoints Joseph A. Lombard, Jr., DDS, W. J.
Farinholt and Thomas Z. Wilke, and any one of them, the true and lawful
attorneys, agents and proxies of the undersigned, with full power of
substitution in each, to vote in the name and place of the undersigned, with all
the powers which the undersigned would possess if personally present, all of the
Common Stock of MID-ATLANTIC COMMUNITY BANKGROUP, INCORPORATED held of record by
the undersigned on March 14, 1997 at the Annual Meeting of Shareholders to be
held at the Abingdon Ruritan Club, on Guinea Road, Bena, Virginia on April 22,
1997 at 7:00 P.M. and at any and all adjournments thereof, in acting upon the
following matters:
1. Election of Charles F. Bristow, John R. Curtis, Charles F. Dawson,
William J. Farinholt, William D. Fary, Robert D. Foster, Harry M.
Healy, Jeanne P. Hockaday, Joseph A. Lombard, Jr., George A. Marston,
Jr., Hersey M. Mason, Jr., Henry C. Rowe, Kenneth E. Smith and Thomas
Z. Wilke for a term of one year.
[__] FOR all named nominees [__] WITHHOLD AUTHORITY
(except as marked to the to vote for all named nominees
contrary)
Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.
-------------------------------------------------------
2. Ratification of the appointment of Smith & Eggleston, P.C. as
independent auditors for 1997.
[__] FOR [__] AGAINST [__] ABSTAIN
(Continued and to be signed and dated on the reverse side and returned
promptly in the enclosed envelope)
<PAGE>
3. In their discretion, the proxies are authorized to vote on such
other matters as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
The undersigned hereby acknowledge(s) receipt of the Notice
of Meeting and Proxy Statement dated March 24, 1997.
---------------------------------------------
Signature
---------------------------------------------
Date
---------------------------------------------
Signature
---------------------------------------------
Date
Please sign exactly as your name appears hereon. Joint
owners should each sign personally, or if one signs, he
should attach evidence of his authority. When signing as
executor, administrator, corporate officer, attorney, agent,
trustee or guardian, etc., please give full title as such.
PLEASE SIGN, DATE AND PROMPTLY MAIL THIS PROXY IN THE
ENCLOSED ENVELOPE.
Annual Shareholder Meeting Attendance RSVP:
[__] Yes, I/we will attend.
______ number attending
[__] No, I/we will not attend.
