Filed with the Securities and Exchange Commission on August 9, 1999
Registration No. 333-69321
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
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)
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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
NOTE: This Post-Effective Amendment No.1 reflects the decision by the
Board of Directors of Pinnacle Bankshares Corporation (the "Company") to include
all shareholders under the Company's dividend reinvestment plan, and to appoint
a third party administrator to administer the plan. The number of shares being
offered under the plan have not been increased. Consequently, the registration
fee for the shares of Common Stock to be offered pursuant to this plan was paid
at the time of the filing of the Company's Registration Statement on Form S-3
(Reg. 333-69321) to which this Post-Effective Amendment No.1 relates.
<PAGE>
PROSPECTUS
PINNACLE BANKSHARES CORPORATION
622 Broad Street
Altavista, Virginia 24517
(804) 369-3000
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
100,000 SHARES OF COMMON STOCK
($3.00 par value)
SUMMARY
The Amended and Restated Dividend Reinvestment Plan (the "Plan") of
Pinnacle Bankshares Corporation (the "Company") provides each 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 and amended by the Board on July 13, 1999 to include all
shareholders of the Company, including shareholders whose stock is registered in
the name of a nominee (for example, held in an account at a brokerage firm) and
change the Plan Administrator from The First National Bank of Altavista to
Registrar and Transfer Company.
The Plan now grants all shareholders the option to direct that cash
dividends on all or any portion of the shares then or subsequently held by such
a shareholder be reinvested 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.
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey
07016, 1-800-368-5948, will administer the Plan. If your shares are registered
in your own name, you may enroll in the Plan by completing the enclosed
Authorization Card. If your shares are held in an account at a brokerage firm,
you may enroll in the Plan by contacting the brokerage firm and requesting
participation.
It is suggested that this Prospectus be retained for future
reference.
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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 August 9, 1999.
<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.
i
<PAGE>
INCORPORATION BY REFERENCE
The Company's latest annual report on Form 10-KSB, and as amended on Form
10-KSB/A, filed pursuant to Section 13(a) of the Exchange Act which contains
consolidated financial statements for the Company's fiscal years ended December
31, 1998 and 1997, and the Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1999 and June 30, 1999 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 1998 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.
ii
<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
iii
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PINNACLE BANKSHARES CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
DESCRIPTION OF THE PLAN
Pinnacle Bankshares Corporation Dividend Reinvestment Plan (the "Plan")
provides all of the Company's 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 and amended by the
Board on July 13, 1999 to include all shareholders of the Company and to change
the Plan Administrator from The First National Bank of Altavista to Registrar
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016 (the "Plan
Administrator). Participation in the Plan is entirely voluntary.
Eligibility to Participate
All shareholders of the Company including those who have shares of Company
stock registered in their own name and shareholders whose stock is registered in
the name of a nominee (for example, held in an account at a brokerage firm) are
eligible to participate in the Plan.
Enrollment in the Plan
To enroll in the Plan, a shareholder whose stock is registered in their own
name and not registered in the name of a nominee must complete and sign the
enclosed Authorization Card and return it to Registrar and Transfer Company,
Attn: Dividend Reinvestment Service, 10 Commerce Drive, Cranford, New Jersey
07016. 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 Plan Administrator at the above address or
by telephone at 1-800-368-5948. Shareholders whose stock is registered in the
name of a nominee (for example, held in an account at a brokerage firm) must
contact the brokerage firm and request participation through the brokerage firm.
Participation will begin with the next dividend after the Authorization
Card is received or the Plan Administrator receives notice concerning the shares
held in an account with a brokerage firm, 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 Plan Administrator or through their brokerage firm so that it
is received by the Plan Administrator at least ten (10) business days prior to a
particular dividend record date.
1
<PAGE>
How the Plan Works
By completing and returning the Authorization Card or causing their
brokerage firm to notify the Plan Administrator, 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.
2
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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.
The Plan Administrator will hold the stock purchased under the Plan for the
account of each participant until participation in the Plan terminates or the
Plan is terminated by the Company. 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 to the Participants. 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 Plan
Administrator 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.
3
<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. If no instructions are received by
the Plan Administrator from a participant, such participant's shares will not be
voted.
4
<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.
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.
5
<PAGE>
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.
6
<PAGE>
Part II
Item 14. Other Expenses of Issuance and Distribution.
Registration Fees: less than $500*
Legal Fees: $2,000
Accounting Fees: $3,000
Printing Fees: less than $1,000
Other: less than $1,000
- -----------------------
* This registration fee was paid at the time of the filing of the Company's
Registration Statement on Form S-3 (Reg. No. 333-69321) to which this
Post-Effective Amendment No. 1 relates.
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
----------- ---------------------- -----------
4.1 Pinnacle Bankshares Corporation
Amended and Restated Dividend
Reinvestment Plan
5* Opinion of Mays & Valentine, L.L.P.
regarding the legality of the securities
being registered and consent, filed as
Exhibit 5 to Pinnacle Bankshares
Corporation's Registration Statement on
Form S-3 (Reg. No. 333-69321), filed on
December 17, 1998.
II-1
<PAGE>
23.1* Consent of Mays &
Valentine, L.L.P.
(included as part of Exhibit 5).
23.2 Consent of KPMG LLP
24* Powers of Attorney, filed as Exhibit 24 to
Pinnacle Bankshares Corporation's
Registration Statement on Form S-3
(Reg. No. 333-69321), filed on
December 17, 1998.
99.1 Dividend Reinvestment Plan
Shareholder Authorization Card.
- ------------------
* Incorporated by reference
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 of 1933;
(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.
(c) 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
II-2
<PAGE>
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.
II-3
<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 Post-Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Altavista, Commonwealth
of Virginia, on the 9th day of August, 1999.
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
Post-Effective Amendment No. 1 to the Company's Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Robert H. Gilliam, Jr. President and August 9, 1999
- ----------------------------- Chief Executive Officer
Robert H. Gilliam, Jr. (Principal Executive Officer)
and Director
/s/ Dawn P. Crusinberry Secretary, Treasurer and August 9, 1999
- ----------------------- Chief Financial
Dawn P. Crusinberry Officer (Principal Financial
Officer)
*/s/ Alvah P. Bohannon, III Director August 9, 1999
- -----------------------------
Alvah P. Bohannon, III
*/s/ John P. Erb Director August 9, 1999
- -----------------------------
John P. Erb
*/s/ Robert L. Finch Director August 9, 1999
- -----------------------------
Robert L. Finch
*/s/ R. B. Hancock, Jr. Director August 9, 1999
- -----------------------------
R. B. Hancock, Jr.
*/s/ James P. Kent, Jr. Director August 9, 1999
- -----------------------------
James P. Kent, Jr.
*/s/ Percy O. Moore Director August 9, 1999
- -----------------------------
Percy O. Moore
II-4
<PAGE>
*/s/ Carroll E. Shelton Vice President and Director August 9, 1999
- -----------------------------
Carroll E. Shelton
*/s/ Herman P. Rogers, Jr. Director August 9, 1999
- -----------------------------
Herman P. Rogers, Jr.
*/s/ Kenneth S. Tyler, Jr. Director August 9, 1999
- -----------------------------
Kenneth S. Tyler, Jr.
*/s/ John L. Waller Director August 9, 1999
- -----------------------------
John L. Waller
*/s/ A. Willard Arthur Director August 9, 1999
- -----------------------------
A. Willard Arthur
*/s/ James E. Burton, IV Director August 9, 1999
- -----------------------------
James E. Burton, IV
*By: /s/ Dawn P. Crusinberry
------------------------
Dawn P. Crusinberry
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Pinnacle Bankshares Corporation
Amended and Restated Dividend
Reinvestment Plan.
5* Opinion of Mays & Valentine, L.L.P.
regarding the legality of the securities
being registered and consent, filed as
Exhibit 5 to Pinnacle Bankshares
Corporation's Registration Statement on
Form S-3 (Reg. No. 333-69231) filed on
December 17, 1998.
23.1* Consent of Mays & Valentine, L.L.P.
(included as part of Exhibit 5).
23.2 Consent of KPMG LLP
24* Powers of Attorney, filed as Exhibit 24 to
Pinnacle Bankshares Corporation's
Registration Statement on Form S-3
(Reg. No. 333-69321), filed on
December 17, 1998.
99.1 Dividend Reinvestment Plan
Shareholder Authorization Card.
- ------------------
* Incorporated by reference
II - 6
<PAGE>
Exhibit 4.1
-----------
PINNACLE BANKSHARES CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
1. Purposes.
--------
The Pinnacle Bankshares Corporation Amended and Restated 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 to purchase additional
shares of Common Stock of the Company.
2. Administration.
--------------
The Plan shall be administered by Registrar and Transfer Company, 10
Commerce Drive, Cranford, New Jersey 07016 (the "Plan Administrator") which
shall act as the agent for the Participants with respect to the Plan.
3. Eligibility and Enrollment.
--------------------------
All shareholders of the Company including those who have
shares of Company stock registered in their own name and shareholders whose
stock is registered in the name of a nominee (for example, held in an
account at a brokerage firm) are eligible to participate in the Plan. To
enroll in the Plan, a shareholder whose stock is registered in their own
name and not registered in the name of a nominee must complete and sign an
authorization card and return it to the Plan Administrator. Shareholders
whose stock is registered in the name of a nominee (for example, held in an
account at a brokerage firm) must contact the brokerage firm and request
participation through the brokerage firm. Participation will begin with the
next dividend after the authorization card is received by the Plan
Administrator or the Plan Administrator receives notice concerning the
shares held in an account with a brokerage firm, 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.
1
<PAGE>
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.
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.
2
<PAGE>
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.
3
<PAGE>
6. Dividend Reinvestment Accounts.
------------------------------
The Plan Administrator shall maintain a dividend reinvestment account
for each Participant in the Plan and for those Participants participating
through their brokerage accounts, as a group, 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 appropriate 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
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 or causing their brokerage firm to file an appropriate application or
notification with the Plan Administrator. A Participant may enroll all
shares in the Plan including shares registered in such Participant's name
and shares registered in the name of a nominee (for example, a bank, broker,
or trustee).
4
<PAGE>
If all shares owned by a Participant are shares participating in the
Plan and a part of such shares are transferred by the Participant, 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 owned by the Participant, 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 Plan Administrator.
11. Termination of Participation in the Plan.
----------------------------------------
A Participant's participation in the Plan shall terminate if:
(a) The Plan Administrator is notified at least ten (10)
business days prior to a dividend record date that the Participant desires
to terminate his participation in the Plan;
5
<PAGE>
(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
Plan Administrator 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.
6
<PAGE>
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 or
the nominee for the Participant, as the case may be, 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.
7
<PAGE>
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.
8
<PAGE>
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.
Approved by the Board of Directors on December 8, 1998, and amended by the
Board of Directors on July 13, 1999.
9
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Pinnacle Bankshares Corporation:
We consent to the incorporation by reference in Post Effective Amendment No. 1
on Form S-3 of Pinnacle Bankshares Corporation of our report dated February 12,
1999, relating to the consolidated balance sheets of Pinnacle Bankshares
Corporation and subsidiary as of December 31, 1998 and 1997 and the related
consolidated statements of income and comprehensive income, changes in
stockholders' equity and cash flows for the years then ended, which report is
incorporated by reference in the December 31, 1998 Annual Report on Form 10-KSB
of Pinnacle Bankshares Corporation.
/s/ KPMG LLP
Roanoke, Virginia
August 6, 1999
Exhibit 99.1
------------
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 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
