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 Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.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.
[ ] 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.
<PAGE>
March 29, 1999
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Cardinal Bankshares Corporation. The meeting will begin at 2:00 p.m. on
Wednesday, April 28, 1999, at The Bank of Floyd Community Room, Floyd, Virginia.
Please sign and date the enclosed proxy and mail it in the envelope provided at
your earliest convenience.
You are also invited to remain after the meeting for light refreshments and
visiting. If you plan to attend, please include the enclosed card with your
proxy.
Very truly yours,
Leon Moore
President
<PAGE>
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, Ronald Leon
Moore and William R. Gardner, Jr. 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 28, 1999,
at 2:00 p.m., and at any adjournment thereof, as follows:
(1) To vote FOR election to the Board of Directors of all nominees listed
below as a group, unless you insert the word "NO" in the blank at the
end of this paragraph. If you insert the word "NO", you will cause your
shares not to be voted in favor of anyone in the group.
_________________.
YOU MAY INSTRUCT THE ABOVE PERSONS NOT TO VOTE FOR A PARTICULAR INDIVIDUAL
NOMINEE BY DRAWING A LINE THROUGH THE NOMINEE'S NAME BELOW. Your shares will
then be voted for those nominees which you have not so marked.
Nominees for Directors to serve until the 2000 Annual Meeting of Stockholders
and until their successors are elected and have qualified, (or if sooner, until
their retirement dates under the director retirement policy adopted by the Board
of Directors) are:
K. Venson Bolt Kevin D. Mitchell
Joseph H. Conduff Ronald Leon Moore
William R. Gardner, Jr. Dorsey H. Thompson
C.W. Harman
(2) To vote for appointment of Larrowe & Company, LLC, as independent
auditor of the Corporation for the year 1999, 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 TO VOTE 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 & COMPANY, LLC
AS INDEPENDENT AUDITOR FOR THE CORPORATION FOR 1999.
Please sign your name(s) exactly as shown imprinted hereon. If acting as
executor or trustee or otherwise in a fiduciary capacity, please sign as such
fiduciary.
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Signature of Stockholder
-------------------------------------
<PAGE>
Signature of Stockholder
Date:________________________________
<PAGE>
CARDINAL BANKSHARES CORPORATION
101 Jacksonville Circle
P.O. Box 215
Floyd, Virginia 24091
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Cardinal Bankshares Corporation:
NOTICE is hereby given that the 1999 Annual Meeting of Stockholders of
Cardinal Bankshares Corporation will be held at The Bank of Floyd Community
Room, Floyd, Virginia, on April 28, 1999, 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 1999.
(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 24, 1999,
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 29, 1999
<PAGE>
CARDINAL BANKSHARES CORPORATION
101 Jacksonville Circle
P.O. Box 215
Floyd, Virginia 24091
PROXY STATEMENT
FOR 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 28, 1999
The Board of Directors of Cardinal Bankshares Corporation (the
Corporation") solicits the enclosed proxy to be used at the 1999 Annual Meeting
of Stockholders to be held at The Bank of Floyd Community Room, 101 Jacksonville
Circle, Floyd, Virginia, on Wednesday, April 28, 1999, at 2:00 p.m., and at any
adjournment thereof.
The cost of solicitation of proxies will be borne by the Corporation.
Solicitations 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
statements for the year ended December 31, 1998, 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 29, 1999.
As of February 26, 1999, the Corporation had outstanding 511,911 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 24, 1999,
will be entitled to vote at the meeting, or any adjournment thereof.
<PAGE>
ITEM 1: ELECTION OF DIRECTORS
At the meeting, seven Directors will be elected, to serve until the
2000 Annual Meeting of Stockholders, or if sooner, until their retirement dates
under the director retirement policy adopted by the Board of Directors.
In the event that any nominee becomes unavailable for election, any
proxy voted in his favor 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 Principal
Director Business Conducted Past Five Years
Name Age Since Years
---- --- ----- -----
<S> <C> <C> <C>
K. Venson Bolt 73 3/12/96 Vice Chairman, The Bank of Floyd;
Farmer
Joseph H. Conduff 78 3/12/96 Chairman of the Corporation and The
Bank of Floyd; Dentist
William R. Gardner, Jr. 56 3/12/96 Director of Pupil Personnel, Floyd
County Public Schools
C.W. Harman 75 3/12/96 Retired Farmer and Merchant
Kevin D. Mitchell 60 3/12/96 Dairy Farmer
Ronald Leon Moore 57 3/12/96 President and Chief Executive Officer
of the Corporation and The Bank of
Floyd
Dorsey H. Thompson 69 3/12/96 Farmer
</TABLE>
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Corporation's
Chief Executive Officer for the fiscal year ended December 31, 1998, 1997 and
1996. No other officer received in excess of $100,000 for the current year.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Name and Capacity
<S> <C> <C> <C>
in Which Served Year Salary All Other Compensation(1)
Ronald Leon Moore, 1998 $110,000.00 $ 3,500.00
President and Chief Executive Officer 1997 $103,500.00 --
1996 $ 97,700.00 $ 2,940.00
</TABLE>
(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 $200 for each
board meeting attended and $60 for each committee meeting attended. The Board of
Directors held seven 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, William R. Gardner, Jr., Kevin
D. Mitchell and Dorsey H. Thompson. The Audit Committee, which met one time
during 1998, 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 William R. Gardner, Jr., to consider
nominees to stand for election to the Board of Directors. This committee met one
time during 1998. 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 owned in excess of five percent
of the outstanding common stock of the Corporation as of March 24, 1999.
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
3
<PAGE>
Joseph H. Conduff 51,137 (1) 9.9
P.O. Box 113
Floyd, VA 24091
(1) Includes 5,280 shares owned by his wife, and 210 shares as custodian
under the Virginia Uniform Transfers to Minors Act.
The following table sets forth the beneficial ownership of the Common Stock of
the Corporation as of March 24, 1999, 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 Percent of Class
Owner Beneficial Ownership(1)
<S> <C> <C> <C>
K. Venson Bolt 2,956 (3) (2)
Joseph H. Conduff 51,137 (4) 9.9
William R. Gardner, Jr. 440 (2)
C.W. Harman 2,034 (5) (2)
Kevin D. Mitchell 5,350 (6) 1.0
Ronald Leon Moore 2,204 (7) (2)
Dorsey H. Thompson 2,909 (8) (2)
All directors and executive officers as 67,030 13.1
a group (7 persons)
</TABLE>
(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 176 shares owned with his wife.
(4) Includes 5,280 shares owned by his wife.
(5) Includes 1,586 shares owned with his wife.
(6) Includes 246 shares owned jointly with his wife, 220 shares owned by
his wife and 220 shares owned as custodian for his son.
(7) Includes 1,100 shares owned by his wife, and 388 shares owned jointly
with his wife.
(8) Includes 946 shares owned jointly with his wife.
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<PAGE>
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, 1998, 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 an 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 & Company, LLC is being recommended to the stockholders of the
Corporation for appointment as independent auditor for the year ending December
31, 1999. 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 2000
------------------------------
If any eligible stockholder intends to present a proposal at the 2000
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 27, 1999. Otherwise, such proposal
will not be considered for inclusion in the Corporation's proxy statement for
such meeting.
5
<PAGE>
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.
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