SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CARDINAL BANKSHARES CORPORATION
_______________________________
(Name of Registrant as Specified In Its Charter)
N.A.
_______________________________
(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)(4) and 0-11.
Not Applicable.
[ ] Fee paid previously with preliminary materials.
<page1>
[ ] 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.
Not Applicable.
CARDINAL BANKSHARES CORPORATION
POST OFFICE BOX 215
FLOYD, VIRGINIA 24091
March 31, 1997
Dear Stockholder:
You are invited to attend the first annual meeting of stockholders of Cardinal
Bankshares Corporation. The meeting will convene at 2:00 p.m. on Wednesday,
April 23, 1997, at The Bank of Floyd Community Room, Floyd, Virginia.
You are also invited to remain after the meeting for light refreshments and
visiting. If you so intend, please return the enclosed card with your proxy.
Please sign and date the enclosed proxy and mail it in the envelope provided
at your earliest convenience.
Very truly yours,
s/Leon Moore
Leon Moore
President
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CARDINAL BANKSHARES CORPORATION
101 Jacksonville Circle
P.O. Box 215
Floyd, Virginia 24091
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints William R. Rakes, C.W. Harman, and Ronald
Leon Moore or any one or more of them, as proxies, with full power of
substitution, to vote all common stock of the undersigned at the Annual
Meeting of Stockholders of the Corporation, to be held on April 23, 1997,
at 2:00 p.m., and at any adjournment thereof, as follows:
(1) To vote for election to the Board of Directors all nominees listed
below, unless authority is withheld by inserting the word "no" at
the end of this sentence. ___________________.
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING THROUGH OR OTHER-
WISE STRIKING OUT HIS NAME BELOW.
Nominees for Directors to serve until the 1998 Annual Meeting of Stockholders
and until their successors are elected and have qualified are:
K. Venson Bolt Kevin D. Mitchell
J.H. Conduff Ronald Leon Moore
W.R. Gardner, Jr. Dorsey H. Thompson
C.W. Harman J. T. Williams, Jr.
(2) To vote for appointment of Larrowe, Cardwell & Company, L.C., as
independent auditor of the Corporation for the year 1997, unless
one of the following two alternatives is chosen: AGAINST ( );
ABSTAIN ( ).
(3) To vote upon such other business as may be properly brought before
the meeting.
THE STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED.
IF AUTHORITY IS NOT WITHHELD, OR IF NO CHOICE IS SPECIFIED, THE STOCK
REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL NOMINEES NAMED ABOVE TO BE
ELECTED TO THE BOARD OF DIRECTORS AND FOR APPOINTMENT OF LARROWE, CARDWELL &
COMPANY, L.C. AS INDEPENDENT AUDITOR FOR THE CORPORATION FOR 1997.
Please sign your name(s) exactly as shown imprinted hereon. If stock is
registered in more than one name, all owners must sign. If acting as
executor or trustee or otherwise in a fiduciary capacity, please sign as
such fiduciary.
_____________________________________
Signature of Stockholder
_____________________________________
Signature of Stockholder
Date:________________________________
<page 3>
CARDINAL BANKSHARES CORPORATION
101 Jacksonville Circle
P.O. Box 215
Floyd, Virginia 24091
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Cardinal Bankshares Corporation:
NOTICE is hereby given that the 1997 Annual Meeting of Stockholders of
Cardinal Bankshares Corporation will be held at The Bank of Floyd Community
Room, Floyd, Virginia, on April 23, 1997, at 2:00 p.m. for the following
purposes:
(1) Electing Directors for the ensuing year.
(2) Approving appointment of the Corporation's independent auditor
for the year 1997.
(3) Transacting such other business as may properly come before the
meeting, or any adjournments thereof.
Only stockholders of record at the close of business on March 27, 1997,
are entitled to notice of and to vote at such meeting, or any adjournments
thereof.
Your attention is directed to the Proxy Statement accompanying this
notice for a more complete statement regarding matters proposed to be acted
upon at the meeting.
To ensure that your shares are represented at the meeting, please fill
in, date, sign, and mail promptly the enclosed proxy, for which a return
envelope is provided. Your proxy is revocable at any time prior to its
exercise.
By Order of the Board of Directors
March 31, 1997
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CARDINAL BANKSHARES CORPORATION
101 Jacksonville Circle
P.O. Box 215
Floyd, Virginia 24091
PROXY STATEMENT
FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 23, 1997
The Board of Directors of Cardinal Bankshares Corporation (the Corporation")
solicits the enclosed proxy to be used at the 1997 Annual Meeting of Stock-
holders to be held at The Bank of Floyd Community Room, 101 Jacksonville
Circle, Floyd, Virginia, on Wednesday, April 23, 1997, at 2:00 p.m., and at
any adjournment thereof.
The cost of solicitation of proxies will be borne by the Corporation. So-
licitations will be made only by mail, except that, if necessary, officers
and regular employees of the Corporation and The Bank of Floyd may make
solicitations of proxies by telegram, telephone or personal calls. Brokerage
houses and other nominees may request that copies of the proxy soliciting
material be furnished to them for mailing to the beneficial owners of the
stock held of record by such brokerage houses and nominees. The Corporation
may reimburse them for their reasonable expenses in this connection.
All properly executed proxies delivered pursuant to this solicitation will
be voted at the meeting in accordance with the instructions therein contained,
if any. Any person signing and mailing the enclosed proxy may, nevertheless,
revoke the proxy at any time prior to the actual voting thereof. Directors
are elected by a plurality of votes properly cast, assuming a quorum is
present. All matters coming before the meeting will be approved if the votes
favoring such matter exceed those opposing it. Abstentions and broker non-
votes will have no direct effect on the election of directors or any other
matter which may be considered.
An Annual Report to Stockholders, including the Corporation's financial state-
ments for the year ended December 31, 1996, accompanies this proxy statement.
This proxy statement and the accompanying proxy are first being sent or
delivered to stockholders of the Corporation on or about March 31, 1997.
As of March 27, 1997, the Corporation had 465,536 outstanding shares of its
common stock, each of which is entitled to one vote at the Annual Meeting.
Only stockholders of record at the close of business on March 27, 1997, will
be entitled to vote at the meeting, or any adjournment thereof.
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ITEM 1: ELECTION OF DIRECTORS
________________________________
At the meeting, eight Directors will be elected, to serve until the 1998
Annual Meeting of Stockholders.
In the event that any nominee becomes unavailable for election, the proxies
will be voted for a substitute nominee. However, the Board of Directors does
not anticipate that any nominee will be unavailable for election, and all
have consented to be named and to serve if elected. Each nominee hereinafter
named has been recommended for election by the Board of Directors.
INFORMATION CONCERNING NOMINEES
_______________________________
<TABLE>
<CAPTION>
Principal Occupation and
Director Principal Business Conducted
Name Age Since Past Five Years
________________ ___ _______ _________________________________
<S> <C> <C> <C>
K. Venson Bolt 71 3/12/96 Vice Chairman, The Bank of Floyd;
Farmer
J.H. Conduff 76 3/12/96 Chairman of the Corporation and
The Bank of Floyd; Dentist
W.R. Gardner, Jr. 54 3/12/96 Director of Pupil Personnel, Floyd
County Public Schools
C.W. Harman 73 3/12/96 Retired Farmer and Merchant
Merch
ant
Kevin D. Mitchell 58 3/12/96 Dairy Farmer
Ronald Leon Moore 55 3/12/96 President and Chief Executive
Officer of the Corporation and
The Bank of Floyd
Dorsey H. Thompson 67 3/12/96 Farmer
J.T. Williams, Jr. 79 3/12/96 Retired Bank Executive
</TABLE>
<page6>
EXECUTIVE COMPENSATION
______________________
The following table sets forth the compensation of the Corporation's Chief
Executive Officer for the fiscal year ended December 31, 1996, 1995 and 1994.
No other officer received in excess of $100,000 for the current year.
SUMMARY COMPENSATION TABLE
__________________________
NAME AND CAPACITY ALL OTHER
IN WHICH SERVED YEAR SALARY COMPENSATION(1)
- - ------------------- ---- ----------- ---------------
Ronald Leon Moore, 1996 $ 97,700.00 $ 2,940.00
President and Chief 1995 $ 94,600.00 $ 2,940.00
Executive Officer 1994 $ 91,000.00 $ 2,800.00
(1) Employer contribution to the Corporation's pension plan for the years
indicated.
DIRECTORS MEETINGS, COMMITTEES AND FEES
_______________________________________
Directors of the Corporation currently receive a fee of $150 for each board
and committee meeting attended. The Board of Directors held 12 meetings
during the last fiscal year. All incumbent directors attended at least 75
percent of the aggregate number of meetings held by the Board and meetings of
committees on which they served.
The Board of Directors has appointed an Audit Committee consisting of the
following nonemployee directors: K. Venson Bolt, W.R. Gardner, Jr., Kevin
D. Mitchell and Dorsey H. Thompson. The Audit Committee, which met two times
during 1996, reviews the financial records and reports of the Bank and each
of its affiliates.
The Board of Directors has appointed a Nominating Committee, consisting of
Kevin D. Mitchell, K. Venson Bolt and C.W. Harman to consider nominees to
stand for election to the Board of Directors. This committee met one time
during 1996. The Nominating Committee has no formal procedure for considering
nominees proposed by the shareholders. The Board of Directors has not created
a Compensation Committee.
OWNERSHIP OF COMMON STOCK
_________________________
The following stockholder beneficially owns in excess of five percent of the
outstanding common stock of the Corporation.
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<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
___________________ ____________________ ________________
<S> <C> <C>
Joseph H. Conduff 46,548(1) 9.9
P.O. Box 113
Floyd, VA 24091
(1) Includes 4,800 shares owned by his wife.
</TABLE>
The following table sets forth the beneficial ownership of the Common Stock
of the Corporation as of March 14, 1997, by each director (including the
Chief Executive Officer) and nominee and all directors and executive officers
as a group.
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of
Owner Beneficial Ownership(1) Percent of Class
__________________ _______________________ ________________
<S> <C> <C>
K. Venson Bolt 2,688 (3) (2)
J.H. Conduff 46,548 (4) 9.9
W.R. Gardner, Jr. 400 (2)
C.W. Harman 1,400 (5) (2)
Kevin D. Mitchell 4,864 (6) 1.0
Ronald Leon Moore 1,816 (7) (2)
Dorsey H. Thompson 2,645 (8) (2)
J.T. Williams, Jr. 500 (2)
All directors and
executive officers
as a group (8 persons) 61,751 13.26
(1) Includes shares which may be deemed beneficially owned by virtue of
family relationships, joint ownership, voting power or investment power.
(2) Less than 1 percent.
(3) Includes 160 shares owned with his wife.
(4) Includes 4,800 shares owned by his wife.
(5) Includes 992 shares owned with his wife.
(6) Includes 200 shares owned by his wife, 224 shares owned with his wife,
and 200 shares owned for his son.
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(7) Includes 1,000 shares owned by his wife, and 300 shares owned with his
wife.
(8) Includes 860 shares owned with his wife.
Section 16(a) Beneficial Ownership Reporting Compliance
_______________________________________________________
Based on a review of the forms submitted to the Corporation during or with
respect to its fiscal year ended December 31, 1996, no person required to file
reports pursuant to Section 16 of the Securities Exchange Act of 1934 failed
to file any such report on a timely basis during that year.
CERTAIN TRANSACTIONS
____________________
Some of the directors and officers of the Corporation and their families are
at present, as in the past, customers of the Corporation, and have had and
expect to have transactions with the Corporation in the ordinary course of
business. In addition, some of the directors and officers of the Corporation
are at present, as in the past, also directors and officers of corporations
which are customers of the Corporation and which have had and expect to have
transactions with the Corporation in the ordinary course of business. Such
transactions were made in the ordinary course of business on substantially
the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons, and did not
involve more than normal risk of collectibility or present other unfavorable
features.
ITEM 2: APPOINTMENT OF INDEPENDENT AUDITOR
___________________________________________
Larrowe, Cardwell & Company, L.C. is being recommended to the stockholders
of the Corporation for appointment as independent auditor for the year ending
December 31, 1997. Representatives of this firm are expected to attend the
meeting and have the opportunity to make a statement and respond to
appropriate questions from stockholders.
STOCKHOLDER PROPOSALS FOR 1998
______________________________
If any eligible stockholder intends to present a proposal at the 1998 Annual
Meeting of Stockholders, such proposal must be received by the Corporation at
its principal executive office, 101 Jacksonville Circle, P.O. Box 215, Floyd,
Virginia, on or before November 24, 1997. Otherwise, such proposal will not
be considered for inclusion in the Corporation's proxy statement for such
meeting.
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MISCELLANEOUS
_____________
All properly executed proxies received by the Corporation will be voted at the
meeting in accordance with the instructions contained therein.
The Board of Directors knows of no matter not identified herein which may
properly come before the meeting for action. However, if any other matter
does properly come before the meeting, the person or persons named in the
proxy form enclosed will vote in accordance with their judgment upon such
matter.
You are urged to execute and return promptly the enclosed form of proxy.
<page10>
</TABLE>
