Filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pinnacle Bankshares Corporation
(Exact Name of Registrant as specified in its Charter)
Virginia 54-1832714
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
622 Broad Street
Altavista, Virginia 24517
(804) 369-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------
ROBERT H. GILLIAM, JR. Copy to:
President and Chief Executive Officer FRED W. PALMORE, III, ESQUIRE
Pinnacle Bankshares Corporation Mays & Valentine, L.L.P.
622 Broad Street, P.O. Box 29 1111 East Main Street
Altavista, Virginia 24517 Richmond, Virginia 23218
(804) 369-3000 (804) 697-1200
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
block.[x]
If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [ ]
If the Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class Maximum Maximum Aggregate Amount of
of Securities to Amount to Offering Offering Price Registration
be Registered be Registered Price Fee
Per Unit (1)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock,
$3.00 par value 100,000 shares $33.50 $3,350,000 $931.30
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
according to the last reported price of the shares of the Registrant as reported
on the over-the-counter market on December 16, 1998.
-------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective such date as the Commission acting pursuant to Section 8(a) may
determine.
<PAGE>
PROSPECTUS
[logo]
PINNACLE BANKSHARES CORPORATION
622 Broad Street
Altavista, Virginia 24517
(804) 369-3000
DIVIDEND REINVESTMENT PLAN
100,000 SHARES OF COMMON STOCK
($3.00 par value)
SUMMARY
The Dividend Reinvestment Plan (the "Plan") of Pinnacle Bankshares
Corporation (the "Company") provides each registered holder of its Common Stock
with a simple and convenient method of investing cash dividends in additional
shares of Company Common Stock without fees of any kind. This Prospectus relates
to 100,000 shares of Company Common Stock reserved for sale under the Plan. The
Plan was adopted by the Board of Directors of the Company on December 8, 1998.
The Plan grants a registered shareholder the option to direct the Company
to invest cash dividends on all or any portion of the shares then or
subsequently held by such a shareholder for the purchase of additional shares.
The price of the shares purchased with reinvested dividends will be the
market price of the shares as determined under the Plan.
The First National Bank of Altavista, the wholly-owned banking subsidiary
of the Company, will administer the Plan. You may enroll in the Plan by
completing the enclosed Authorization Card.
It is suggested that this Prospectus be retained for future reference.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
This Prospectus is dated December 17, 1998.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to purchase any of the securities to which this
Prospectus relates, in any jurisdiction, to or from any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any distribution of the securities to which this
Prospectus relates shall, under any circumstances, create any implication that
the information contained herein is correct at any time subsequent to the date
hereof.
AVAILABLE INFORMATION
The Company has filed with the Commission a Form S-3 Registration
Statement (the "Registration Statement") under the Securities Act of 1933
relating to the shares of Company Common Stock issuable pursuant to the Plan. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement. For further
information, reference is made to the Registration Statement and to the exhibits
thereto, which may be inspected without charge at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies of which may be obtained from the Commission at prescribed rates.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at its regional offices at the following locations: Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
75 Park Place, Room 1228, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the Commission maintains an internet web site at
http://www.sec.gov., containing reports, proxy and informational statements and
other information regarding companies who file reports electronically with the
Commission.
The Company will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of any person, a copy of
any or all documents incorporated herein by reference (other than exhibits to
such documents). See "Incorporation By Reference." Written request should be
directed to Pinnacle Bankshares Corporation, 622 Broad Street, Altavista,
Virginia 24517, and telephone requests may be made at the following number:
(804) 369-3000.
<PAGE>
INCORPORATION BY REFERENCE
The Company's latest annual report on Form 10-KSB filed pursuant to Section
13(a) of the Exchange Act which contains consolidated financial statements for
the Company's fiscal years ended December 31, 1997 and 1996, and the Company's
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998 are specifically incorporated by reference into this
Prospectus. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's 1997 fiscal year are specifically
incorporated by reference into this Prospectus.
All documents subsequently filed by the Company pursuant to sections 13, 14
or 15(d) of the Exchange Act, prior to the termination of the offering of the
Common Stock pursuant to the Plan covered by this Prospectus, shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.
<PAGE>
TABLE OF CONTENTS
DESCRIPTION OF THE PLAN..........................................1
Eligibility to Participate..................................1
Enrollment in the Plan......................................1
How the Plan Works..........................................2
Stock Purchase Procedures...................................2
Statement of Account........................................3
Expenses of the Plan........................................3
Withdrawals.................................................3
Income Tax Status...........................................4
Stock Dividends, Stock Splits and Rights Offerings..........4
Voting of Shares Held by the Plan Administrator ............4
Responsibility of the Plan Administrator....................5
INTERPRETATION OF THE PLAN.......................................5
CHANGES TO THE PLAN..............................................5
USE OF PROCEEDS..................................................6
LEGAL OPINION....................................................6
<PAGE>
PINNACLE BANKSHARES CORPORATION
DIVIDEND REINVESTMENT PLAN
DESCRIPTION OF THE PLAN
Pinnacle Bankshares Corporation Dividend Reinvestment Plan (the "Plan")
provides the Company's registered shareholders with a simple and convenient
method for increasing their stock ownership in the Company by investing their
cash dividends on all or any portion of the shares of the Common Stock of the
Company held by them in additional shares of Company Common Stock. The Plan was
adopted by the Board of Directors of the Company on December 8, 1998. The First
National Bank of Altavista (the "Plan Administrator"), the wholly-owned banking
subsidiary of the Company, will administer the Plan. Participation in the Plan
is entirely voluntary.
Eligibility to Participate
All shareholders of the Company who have shares of Company stock registered
in their own name are eligible to participate in the Plan. A shareholder whose
stock is registered in the name of a nominee (for example, a bank, broker, or
trustee) must first become a holder of record by having shares transferred into
his own name in order to participate in the Plan.
Enrollment in the Plan
To enroll in the Plan, a shareholder must complete and sign the enclosed
Authorization Card and return it to Pinnacle Bankshares Corporation, Attention:
Dividend Reinvestment Service, 622 Broad Street, P. O. Box 29, Altavista,
Virginia 24517. An envelope is provided for this purpose. Additional forms and a
copy of the Plan as adopted by the Board of Directors of the Company may be
obtained at any time upon written request to the Company at the above address or
by telephone at (804) 369-3000.
Participation will begin with the next dividend after the Authorization
Card is received, provided it is received at least ten (10) business days prior
to that dividend record date. The Company policy for payment of cash dividends
is to pay such dividends on the second Friday following the second Tuesday in
January, April, July and October with the dividend record date occurring ten
days prior to the payment date.
Upon enrollment, participation continues automatically until terminated by
the shareholder or termination of the Plan by the Company. Shareholders who
enroll in the Plan need take no further action to participate in the Plan. Any
shareholder wishing to cease participation in the Plan must submit such request,
in writing to the Company, at least ten (10) business days prior to a particular
dividend record date.
<PAGE>
How the Plan Works
By completing and returning the Authorization Card, a participant may
direct that dividends on all or any portion of the shares of Company Common
Stock held of record will be reinvested in Company Common Stock. The participant
may include all or any portion of shares held at the time of enrollment, plus
all shares of Company Common Stock that may be subsequently purchased.
Stock Purchase Procedures
The Company will deliver, each quarter, to the Plan Administrator dividends
on those shares of Company Common Stock owned by a participant. The Plan
Administrator then promptly will apply a participant's dividends, combined with
those of other participants, to the purchase of shares of Company Common Stock.
Funds held by the Plan Administrator will not bear interest.
The source of shares of Company Common Stock to be purchased under the Plan
for the dividend reinvestment will be either, authorized but unissued shares of
the Company, shares of Company Common Stock purchased on the open market, or a
combination thereof, as determined by the Board of Directors of the Company.
The purchase price of shares purchased by the Plan Administrator from the
Company on behalf of the Plan participants shall be a price determined by a duly
authorized Dividend Reinvestment Plan Committee of the Company (the "Committee")
consisting of not less than four members of the Company's Board of Directors (at
least three of which shall be outside directors). In addition, the Committee
shall be advised by a non-Board member chosen by the Committee who is
experienced in the financial markets and the securities business (the "Outside
Advisor"). In determining the per share purchase price, the Committee, in
consultation with the Outside Advisor, shall take into consideration the book
value of the Common Stock of the Company, the relationship between the traded
price and book value of shares for financial institutions of similar size and
similar operating results to the Company, any recent trades of the Common Stock
of the Company brought to the attention of the Committee and such additional
information as the Committee in its judgment deems appropriate.
The purchase price of shares purchased in the open market shall be the
average of the actual purchase prices paid by the Plan Administrator for the
shares so purchased, net of broker's commissions, fees and federal transaction
taxes, if any.
All shares purchased with a participant's dividends will be credited to the
participant's Dividend Reinvestment Plan account. Shares that accumulate in that
account will earn dividends, and these also will be automatically reinvested as
well.
Since a participant's dividends will seldom be an amount that will purchase
an exact number of shares, purchases for an account will normally include a
fractional share. These fractional shares will earn proportional dividend income
the same as full shares.
<PAGE>
The Plan Administrator will hold the stock purchased under the Plan for the
account of each participant until participation in the Plan terminates. However,
a participant may withdraw full shares from his account on ten (10) business
days' written notice to the Plan Administrator. See the section "Withdrawals"
below for further information.
Separate certificates for the shares purchased under the Plan will not be
issued to participants. All certificates for shares purchased under the Plan
will be issued to and held by the Plan Administrator or its nominee for the
benefit of participants. This feature of the Plan protects against loss, theft
or destruction of stock certificates.
Statement of Account
After each dividend payment date, a statement of Plan Account will be
mailed. The statement will show the cost of shares purchased, current
transactions, and total full and fractional shares held in the Plan Account.
Each participant should keep these statements so as to be able to establish
the cost basis of shares purchased under the Plan.
Expenses of the Plan
Participants will incur no brokerage commissions, service charges or other
fees for purchases made under the Plan. All costs of administration of the Plan
will be paid by the Company.
Withdrawals
A participant may withdraw any and all of the full shares held by the Plan
Administrator on ten (10) business days' prior written notice to the Plan
Administrator. Upon receipt of a notice of withdrawal of shares, the Plan
Administrator shall promptly transmit to the participant certificates registered
in the participant's name for the full shares withdrawn.
To withdraw completely from the Plan, a participant must notify the Company
at least ten (10) business days prior to a particular dividend record date that
all shares registered in the participant's name are to be withdrawn from the
Plan and request the Plan Administrator to return all shares held in the
participant's account.
Shares of stock credited to a participant's account may not be pledged or
assigned. A participant who wishes to pledge or assign any such shares must
request that a certificate for such shares be issued in his name.
<PAGE>
Income Tax Status
Dividend Reinvestment - A shareholder who participates in the Plan will
have to report the receipt of dividend income equal to the fair market value of
the Common Stock purchased with the reinvested dividends. The tax basis of
shares acquired through the Plan will also be equal to the value of the Common
Stock purchased with the reinvested dividends. For example, Company stock with a
value of $100 will be purchased for a participant who reinvests a $100 cash
dividend, and such participant will have to report dividend income of $100 and
will have a basis in the purchased stock of $100. The holding period for shares
acquired through the Plan will begin on the day following the dividend payment
date.
A participant who is subject to withholding tax on the payment of dividends
will receive less stock than a participant who is not subject to withholding,
because less cash will be transferred to the Plan Administrator for its use in
purchasing additional shares.
Additional Tax Information - The tax basis of any shares acquired through
the Plan will be the fair market value as of the dividend payment date.
Each participant will receive a Plan statement of account after each
dividend payment date which details the year-to-date dividends paid to the
participant under the Plan.
A participant will not realize any taxable income when he receives a
certificate for whole shares credited to his account, either upon his request
for certain of those shares or withdrawal from or termination of the Plan.
Participants in the Plan are urged to consult with their own tax advisors
for more specific information with regard to the dividend reinvestment and
optional payment features of the Plan.
Stock Dividends, Stock Splits and Rights Offerings
If the Company should declare a stock dividend or split, each participant's
account will be credited with the number of shares issued based upon the number
of full and fractional shares held in the participant's account under the Plan.
Shares issued as a result of stock dividends or splits on shares registered in
the name of a participant will be distributed in the same manner as to those
shareholders who are not participating in the Plan. Rights issued on shares held
by the Plan will also be distributed to participants in the same manner as to
other shareholders.
Voting of Shares Held by the Plan Administrator
Participants will be entitled to vote all full shares and fractional shares
credited to their accounts in the Plan. The Plan Administrator will provide
documents for each participant's signature directing the Plan Administrator to
vote those shares credited to the account of the participant in accordance with
the participant's instructions on the form. These documents will be in addition
to and separate from proxies solicited from shareholders for all annual and
special shareholder meetings. If no instructions are received by the Plan
Administrator from a participant, such participant's shares will not be voted.
<PAGE>
Responsibility of the Plan Administrator
The Plan Administrator will receive the participant's dividend payments,
invest such amounts in additional shares of Common Stock, maintain continuing
records of each participant's account, and advise participants as to all
transactions in and the status of their accounts. The Plan Administrator will
act in the capacity of agent for the participants.
All notices from the Plan Administrator to a participant will be addressed
to the participant at his last address of record with the Plan Administrator.
The mailing of a notice to a participant's last address of record will satisfy
the Plan Administrator's duty of giving notice to such participant. Therefore,
participants must promptly notify the Plan Administrator of any change of
address.
Neither the Company, the Board of Directors, the Plan Administrator, the
Committee nor any director, officer or agent of the Company or the Plan
Administrator shall have any liability to the participants for any acts done in
the performance of duties hereunder in good faith nor for any good faith
omissions to act pursuant to the Plan including, without limitation, any claim
for liability arising from failure to terminate the participant's account upon
such participant's death or adjudicated incompetency prior to receipt of notice
in writing of such death or adjudicated incompetency, nor shall they have any
duties, responsibilities or liabilities except such as are expressly set forth
in the Plan.
The participants should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares purchased under the Plan
will, at any particular time, be worth more or less than their purchase price.
All transactions in connection with the Plan shall be governed by laws of
the Commonwealth of Virginia.
INTERPRETATION OF THE PLAN
The Board of Directors of the Company have absolute authority, in its sole
discretion, to interpret and consider any and all provisions of the Plan, to
adopt rules and regulations for administration of the Plan and to make other
distributions deemed necessary or otherwise for administration of the Plan.
<PAGE>
CHANGES TO THE PLAN
While the Company hopes to continue a dividend reinvestment plan
indefinitely, the Company reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to the Plan.
Participants will be notified of any such suspension, termination or
modification.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares that
will ultimately be sold under the Plan or the price at which such shares will be
sold. The Company intends to apply funds derived from the Plan to its general
funds for general corporate use, including investments in or the extension of
credit to its banking and non-banking subsidiaries.
LEGAL OPINION
Certain legal matters in connection with the Plan have been passed upon for
the Company by Mays & Valentine, L.L.P., Richmond, Virginia, which has acted as
special counsel in connection with the Plan.
<PAGE>
Item 14. Other Expenses of Issuance and Distribution.
Registration Fees: less than $500
Legal Fees: $5,000
Accounting Fees: $3,000
Printing Fees: less than $1,000
Other: less than $1,000
Item 15. Indemnification of Directors and Officers.
Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The statute also
permits a corporation to provide other or further indemnity in its articles of
incorporation, or in a bylaw or resolution approved by its directors or
shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall indemnify a director who entirely prevails in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.
The Articles of Incorporation of the Registrant provide that, to the
extent and under the circumstances permitted by Virginia Code Section 13.1-704B,
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding by reason of the fact that he
is or was a director or officer of the Registrant against liabilities,
penalties, claims and fines, including amounts paid in settlement, reasonable
expenses, and attorney's fees, imposed upon, threatened or asserted against him
or her because he or she is or was an officer or director of the Registrant,
except for an indemnity against willful misconduct or a knowing violation of
criminal law.
Item 16. Exhibits.
The following is a list of exhibits included as part of this registration
statement and included herewith at the end of this registration statement.
Sequential
Exhibit No. Description of Exhibit Page Number
1 Not Applicable.
2 Not Applicable.
4 Pinnacle Bankshares Corporation
Dividend Reinvestment Plan
5 Form of opinion of Mays & Valentine, L.L.P.
regarding the legality of the
securities being registered
and consent.
8 Not Applicable.
12 Not Applicable.
15 Not Applicable.
23.1 Consent of Mays &
Valentine, L.L.P.
(included as part of Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
28 Not Applicable.
99 Dividend Reinvestment Plan
Shareholder Authorization Card.
Item 17. Undertakings.
The following undertakings apply to the offering:
(a) Rule 415 Offering. The Registrant is registering securities under Rule 415
of the Securities Act, therefore it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Altavista, Commonwealth of Virginia, on the 17th day
of December, 1998.
PINNACLE BANKSHARES CORPORATION
By: / s/ Robert H. Gilliam, Jr.
--------------------------------------
Robert H. Gilliam, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert H. Gilliam, Jr. President and
- ----------------------------- Chief Executive Officer December 17, 1998
Robert H. Gilliam, Jr. (Principal Executive Officer)
and Director
/s/ Dawn P. Crusinberry Secretary, Treasurer and
- ---------------------------- Chief Financial December 17, 1998
Dawn P. Crusinberry Officer (Principal Financial
Officer)
*/s/ Alvah P. Bohannon, III Director December 17, 1998
- ----------------------------
Alvah P. Bohannon, III
*/s/ John P. Erb Director December 17, 1998
- ----------------------------
John P. Erb
*/s/ Robert L. Finch Director December 17, 1998
- ----------------------------
Robert L. Finch
*/s/ R. B. Hancock, Jr. Director December 17, 1998
- ----------------------------
R. B. Hancock, Jr.
*/s/ James P. Kent, Jr. Director December 17, 1998
- ----------------------------
James P. Kent, Jr.
*/s/ Percy O. Moore Director December 17, 1998
- ----------------------------
Percy O. Moore
*/s/ Carroll E. Shelton Vice President and Director December 17, 1998
- ----------------------------
Carroll E. Shelton
*/s/ Herman P. Rogers, Jr. Director December 17, 1998
- ----------------------------
Herman P. Rogers, Jr.
*/s/ Kenneth S. Tyler, Jr. Director December 17, 1998
- ----------------------------
Kenneth S. Tyler, Jr.
*/s/ John L. Waller Director December 17, 1998
- ----------------------------
John L. Waller
*/s/ A. Willard Arthur Director December 17, 1998
- ----------------------------
A. Willard Arthur
*/s/ James E. Burton, IV Director December 17, 1998
- -----------------------------
James E. Burton, IV
*By: /s/ Dawn P. Crusinberry
- -------------------------------
Dawn P. Crusinberry
Attorney-in-Fact
</TABLE>
Exhibit 4
PINNACLE BANKSHARES CORPORATION
DIVIDEND REINVESTMENT PLAN
1. Purposes.
The Pinnacle Bankshares Corporation Dividend Reinvestment Plan (the
"Plan") is intended to provide a method whereby shareholders of Pinnacle
Bankshares Corporation (the "Company") will have the opportunity to reinvest
cash dividends paid on their shares of Common Stock of the Company.
2. Administration.
The Plan shall be administered by The First National Bank of Altavista
(the "Bank" or the "Plan Administrator"), and designated persons thereof,
which shall act as the agent of the Company with respect to the Plan, and
the Company, in conjunction with the Bank, shall designate such employee or
employees of the Bank to act on behalf of the Plan Administrator for
Participants in the Plan.
3. Eligibility and Enrollment.
All registered shareholders of the Company holding any shares of
Company Common Stock shall be eligible for participation in the Plan.
Shareholders may enroll in the Plan with respect to all or any portion of
the shares registered in such shareholder's name. A shareholder desiring to
enroll in the Plan shall set forth on an authorization form the number of
shares to be enrolled in the Plan. To enroll in the Plan, a shareholder must
complete and sign an authorization form and return it to the Company.
Participation will begin with the next dividend after the authorization form
is received, provided it is received at least ten (10) business days prior
to that dividend record date.
4. Payment of Dividends to the Plan Administrator.
On the payment date for any cash dividend on Company Common Stock, the
Company shall, or shall cause, the dividends (less withholding taxes, if
any,) payable on all participating shares and all shares held by the Plan
Administrator under the Plan to be paid over to the Plan Administrator. The
Plan Administrator shall apply such dividends to the purchase of Company
Common Stock in accordance with the Plan.
<PAGE>
5. Purchase of Company Shares with Dividends.
The Plan Administrator shall apply the funds received in conformity
with paragraph 4 hereof, together with any funds held by the Plan
Administrator from prior dividend payments to either, as determined by the
Board of Directors of the Company:
(a) the immediate purchase from the Company out of the
Company's authorized but unissued shares of Common Stock, such number of
shares of Common Stock as the Company is then willing to sell to the Plan
Administrator for the purpose of investing such dividends in Company Common
Stock,
(b) the purchase of Company Common Stock on the open market,
which purchases may be made from time to time after the dividend payment
date but shall be made no later than the last day of the first calendar
month beginning after the dividend payment date, or
(c) a combination of (a) and (b) above.
To the extent that any applicable law requires the Company or the Plan
Administrator to withhold taxes in respect of any dividend on the purchase
of shares, and such sums have not been withheld by the Company out of the
dividends paid over to the Plan Administrator, the Plan Administrator shall
deduct the amounts so required by law to be withheld from the funds in its
hands prior to making the purchases provided for in this Paragraph 5, and
remit such sums to the Company, which shall be responsible for the proper
application thereof.
The per share purchase price of shares acquired from the Company
under paragraph 5(a) above shall be a price determined by a duly authorized
Dividend Reinvestment Plan Committee of the Company (the "Committee")
consisting of not less than four members of the Company's Board of Directors
(at least three of which shall be outside directors). In addition, the
Committee shall be advised by a non-Board member chosen by the Committee who
is experienced in the financial markets and securities business (the
"Outside Advisor"). In determining the per share purchase price, the
Committee, in consultation with the Outside Advisor, shall take into
consideration the book value of the Common Stock of the Company, the
relationship between the traded price and book value of shares for financial
institutions of similar size and similar operating results to the Company,
any recent trades of the Common Stock of the Company brought to the
attention of the Committee and such additional information as the Committee
in its judgment deems appropriate.
The per share purchase price charged to each participant's account in
respect of shares purchased in the open market under paragraph 5(b) above by
the Plan Administrator shall be the average of the actual purchase prices
paid by the Plan Administrator for the shares so purchased in respect of the
particular dividend being reinvested, net of broker's commissions, fees and
federal transactional taxes, if any.
The Plan Administrator may rely upon the per share purchase price set
by the Committee in making purchases of Common Stock of the Company for the
Plan.
6. Dividend Reinvestment Accounts.
The Plan Administrator shall maintain a dividend reinvestment account
for each Participant in the Plan to which shall be credited, on each
dividend payment date, the dividends applicable to such Participant's
participating shares. Upon purchase of shares by the Plan Administrator in
conformity with paragraph 5 hereof, each Participant's pro rata portion of
the applicable purchase price of such shares as set forth in Paragraph 5(a)
or 5(b), as applicable, shall be charged to the Participant's account and
each Participant's pro rata portion of the shares purchased (including
fractional shares calculated to three decimal places) shall be credited to
such Participant's account.
7. Registration of Shares.
All shares held by the Plan Administrator under the Plan shall be
held in the name of the Plan Administrator or its nominee.
8. Interest.
Funds held by the Plan Administrator shall not bear interest.
9. Participation and Withdrawals from the Plan.
A Participant may, at any time, add to, or reduce the number of
shares which such Participant desires to have participate in the Plan by
filing an appropriate application or notification with the Plan
Administrator. No Participant may enroll any shares in the Plan other than
shares registered in such Participant's name.
If all shares registered in a Participant's name are shares
participating in the Plan and a part of such shares are transferred out of
the Participant's name, such shares so transferred shall cease to
participate in the Plan but the remainder of such Participant's shares shall
continue to participate in the Plan.
Even if a Participant withdraws from the Plan or disposes of all
shares registered in such Participant's name, such Participant shall
continue to be a Participant in the Plan with respect to the shares in such
Participant's account with the Plan Administrator until all shares held by
the Plan Administrator in such Participant's account have been withdrawn
pursuant to Paragraph 10 or such Participant's participation in the Plan has
terminated pursuant to Paragraph 11.
Shares of Company Stock credited to a participant's account may not
be pledged or assigned. A participant who wishes to pledge or assign shares
must request that a certificate for such shares be issued in his name.
10. Withdrawal of Shares by Participants.
A Participant shall be entitled to withdraw any or all full shares
held by the Plan Administrator for such Participant's account on ten (10)
business days' written notice to the Company.
11. Termination of Participation in the Plan.
A Participant's participation in the Plan shall terminate if:
(a) The Participant notifies the Company at least ten (10)
business days prior to a dividend record date that the Participant desires
to terminate his participation in the Plan;
(b) All of such Participant's participating shares in the Plan
cease to be participating shares and Participant withdraws all full shares
held by the Plan Administrator in such Participant's account; or
(c) The Company terminates the Plan. 12. Distributions from
Participants' Accounts. Upon receipt of a notice of withdrawal of
shares held by the Plan
Administrator and upon termination of a participation in the Plan, the
Company or the Plan Administrator shall, after the expiration of the notice
period, transmit to the Participant certificates registered in the
Participant's name for the full shares withdrawn or, in the case of the
termination under Paragraph 11, for all shares in the Participant's account,
provided however, if notice of withdrawal or termination is received by the
Company after the second business day prior to the record date for the
determination of shareholders entitled to a dividend and before the payment
date for such dividend, the shares shall be distributed, together with
shares acquired with such dividend for the Participant's account, promptly
after the completion of the reinvestment of such dividend in Company Common
Stock.
If a distribution of shares is made by the Plan Administrator in
connection with a termination under Paragraph 11, the share certificates
delivered to the Participant shall be accompanied with a check for the fair
value of any fractional shares in the Participant's account. The fair value
of such fractional shares shall be calculated based upon the value of the
Common Stock as of the most recent determination of value under paragraph 5
above which precedes the date of the notice of withdrawal or, if
distribution is being delayed and made immediately following a dividend
payment date, as of the valuation determination following thereafter.
13. Fractional Share Account.
The Company will maintain with the Plan Administrator a fractional
share account for sales to and purchases from the Plan Administrator of
whole shares needed to provide fractional shares and for payment for
fractional shares, in the case of shares purchased by the Plan Administrator
on the over-the-counter market.
14. Voting.
The Company or the Plan Administrator will supply each Participant
with proxy statements and proxy forms indicating the number of full and
fractional shares held by such Participant. The Plan Administrator will vote
each Participant's full shares in conformity with the instructions shown on
the proxy cards returned to the Plan Administrator or the Company, and
similarly, the Plan Administrator will aggregate the vote of each
Participant's fractional shares in conformity with the instructions on such
proxy card with the fractional share votes of all other participants who
have instructed the Plan Administrator to vote their shares on the same
matters in the same manner such that the fractional share votes can be
aggregated into full share votes. If no instructions are received from a
Participant, such Participant's shares will not be voted.
15. Stock Dividends, Dividends in Kind and Rights. Dividends paid in
Common Stock of the Company will be delivered to
the Plan Administrator and credited to the accounts of Participants in
conformity with their rights thereto.
Dividends in shares other than Common Stock, property or other
similar distributions and rights offerings shall be distributed to
Participants in the same manner and to the same extent as to other
shareholders.
16. Reports to Participants.
Each Participant shall receive a statement of account following the
payment date for each dividend declared and paid by the Company showing the
amounts invested for the Participant's account, the purchase price and
number of shares purchased and other information for the year to date. Each
Participant also will receive a Prospectus for the Plan, and the Company's
Annual Report. In addition, Participants will receive copies of all
communications sent by the Company to the holders of Company Common Stock as
a class.
17. Administration and Interpretation.
The Board of Directors of the Company shall have absolute authority,
in its sole discretion, to interpret and construe any and all provisions of
the Plan, to adopt rules and regulations for administration of the Plan and
to make all other determinations deemed necessary or advisable for
administration of the Plan.
18. Good Faith. Neither the Company, the Board of Directors, the Plan
Administrator, the Committee nor any director, officer or agent of the
Company or the Plan Administrator shall have any liability to the
participants for any acts done in the performance of duties hereunder in
good faith nor for any good faith omissions to act pursuant to the Plan
including, without limitation, any claim for liability arising from failure
to terminate the participant's account upon such participant's death or
adjudicated incompetency prior to receipt of notice in writing of such death
or adjudicated incompetency, nor shall they have any duties,
responsibilities or liabilities except such as are expressly set forth in
the Plan.
19. Amendment and Termination of the Plan.
The Company reserves the right to amend, modify, suspend or terminate
the Plan at any time.
20. Governing Law.
The Plan, its operation and administration shall be governed by the
laws of the Commonwealth of Virginia.
21. Effective Date.
This Plan shall be effective when the Plan has been approved and
adopted by the Board of Directors and all appropriate regulatory approvals
have been obtained.
Approved by the Board of Directors on December 8, 1998.
Exhibits 5 and 23.1
[Letterhead of Mays & Valentine, L.L.P.]
December 17, 1998
Pinnacle Bankshares Corporation
622 Broad Street
Altavista, Virginia 24517
Gentlemen:
We have participated in the preparation of the Registration
Statement under the Securities Act of 1933 on Form S-3, including Exhibits (the
"Registration Statement"), of Pinnacle Bankshares Corporation ("Pinnacle")
relating to the registration of 100,000 shares of Pinnacle Common Stock, $3.00
par value, to be issued by Pinnacle pursuant to the terms of the Pinnacle
Bankshares Corporation Dividend Reinvestment Plan (the "Plan").
We have been requested to furnish an opinion to be included as an
exhibit to the Registration Statement. In connection with the furnishing of our
opinion, we have examined, among other things, the Articles of Incorporation and
Bylaws of Pinnacle. We have also examined the Plan and the minutes of the
proceedings of the Board of Directors of Pinnacle, the Registration Statement,
and such other records and documents as we deemed pertinent.
Based on the foregoing, with regard to the legality of the issuance
of the Pinnacle Common Stock being registered under the Registration Statement,
it is our opinion that:
1. Pinnacle has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Commonwealth of Virginia,
with full power and authority to carry on business in which it is now and will
be engaged.
2. The 100,000 shares of Pinnacle Common Stock being registered
under the Registration Statement pursuant to the Plan will, when issued, be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to us under the caption "Legal Opinion" in the contained therein.
Sincerely,
/s/ Mays & Valentine, L.L.P.
Exhibit 23.2
[Letterhead of KPMG Peat Marwick LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Pinnacle Bankshares Corporation on Form S-3 of our report dated
February 10, 1998, appearing in the Annual Report on Form 10-KSB of Pinnacle
Bankshares Corporation for the year ended December 31, 1997.
/s/ KPMG PEAT MARWICK LLP
Roanoke, Virginia
December 15, 1998
Exhibit 24
POWER OF ATTORNEY
I, Alvah P. Bohannon, III, hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ Alvah P. Bohannon, III
--------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, John P. Erb, hereby constitute and appoint, Robert H. Gilliam,
Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact, either of
whom acting individually is hereby authorized for me and in my name and on my
behalf as a director and/or officer of Pinnacle Bankshares Corporation (the
"Company"), to execute any and all instruments as such attorneys, or either of
them, may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ John P. Erb
---------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Robert L. Finch, hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ Robert L. Finch
-------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, R. B. Hancock, Jr., hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ R. B. Hancock, Jr.
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, James P. Kent, Jr., hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ James P. Kent, Jr.
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Percy O. Moore, hereby constitute and appoint, Robert H. Gilliam,
Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact, either of
whom acting individually is hereby authorized for me and in my name and on my
behalf as a director and/or officer of Pinnacle Bankshares Corporation (the
"Company"), to execute any and all instruments as such attorneys, or either of
them, may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ Percy O. Moore
------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Carroll E. Shelton, hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ Carroll E. Shelton
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Herman P. Rogers, Jr., hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ Herman P. Rogers, Jr.
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Kenneth S. Tyler, Jr., hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ Kenneth S. Tyler, Jr.
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, John L. Waller, hereby constitute and appoint, Robert H. Gilliam,
Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact, either of
whom acting individually is hereby authorized for me and in my name and on my
behalf as a director and/or officer of Pinnacle Bankshares Corporation (the
"Company"), to execute any and all instruments as such attorneys, or either of
them, may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ John L. Waller
------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, A. Willard Arthur, hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ A. Willard Arthur
---------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, James E. Burton, IV, hereby constitute and appoint, Robert H.
Gilliam, Jr. and Dawn P. Crusinberry, as my true and lawful attorneys-in-fact,
either of whom acting individually is hereby authorized for me and in my name
and on my behalf as a director and/or officer of Pinnacle Bankshares Corporation
(the "Company"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended (the "Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act of up to one hundred
thousand (100,000) authorized and unissued shares of the Company's Common Stock
(the "Offered Shares") under the Company's Dividend Reinvestment Plan. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-3, or
such other registration form as is appropriate to be filed, relating to the
Offered Shares, and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of December, 1998.
/s/ James E. Burton, IV
-----------------------
Signature
Exhibit 99
PINNACLE BANKSHARES CORPORATION
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION CARD
I hereby appoint the Plan Administrator as my agent under the terms
and conditions of the Dividend Reinvestment Plan (the "Plan") and authorize
Pinnacle Bankshares Corporation (the "Company") to pay to the Plan
Administrator and the Plan Administrator to receive dividends on my shares
of Company Common Stock and apply such amounts to the purchase of Company
Common Stock, as follows:
[ ]Reinvest Dividends [ ]Reinvest Dividends
on all of my on _______* shares
Common Stock of my Common Stock
*Insert number of shares. I understand that if the number of
shares registered in my name is less than the number specified,
reinvestment of dividends will be limited to such lesser number
of shares.
I acknowledge receipt of the Plan Prospectus and agree to be bound by
the terms and conditions of the Plan.
Date: ______________, _____ _______________________________
_______________________________
Shareholder(s) Signature(s)
(Sign exactly as your shares are
registered)
_______________________________
_______________________________
Print Shareholder(s) Name(s)
( )_________________________
Telephone Number
