<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PINNACLE BANKSHARES CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Dear Fellow Shareholders:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of Pinnacle Bankshares Corporation, the holding company
for The First National Bank of Altavista. The meeting will be held on
Tuesday, April 11, 2000, at 11:30 a.m. at the Fellowship Hall of
Altavista Presbyterian Church, located at 707 Broad Street, Altavista,
Virginia. The accompanying Notice and Proxy Statement describe the
matters to be presented at the meeting. Enclosed is our 1999 Annual
Report to Shareholders that will be reviewed at the Annual Meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
AS SOON AS POSSIBLE. Whether or not you will be able to attend the
Annual Meeting, it is important that your shares be represented and
your vote recorded. The proxy may be revoked at any time before it is
voted at the Annual Meeting.
We appreciate your continuing loyalty and support of The First
National Bank of Altavista and Pinnacle Bankshares Corporation.
Sincerely,
/s/ Robert H. Gilliam, Jr.
Robert H. Gilliam, Jr.
PRESIDENT &
CHIEF EXECUTIVE OFFICER
Altavista, Virginia
March 10, 2000
<PAGE>
PINNACLE BANKSHARES CORPORATION
622 BROAD STREET
ALTAVISTA, VIRGINIA 24517
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NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
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TO BE HELD APRIL 11, 2000
The 2000 Annual Meeting of Shareholders of Pinnacle Bankshares
Corporation (the "Company") will be held at the Fellowship Hall of Altavista
Presbyterian Church, located at 707 Broad Street, Altavista, Virginia, on
Tuesday, April 11, 2000, at 11:30 a.m. for the following purposes:
1. To elect four Class III directors to serve until the 2003
Annual Meeting of Shareholders, as described in the Proxy
Statement accompanying this notice.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on February 25, 2000,
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors
/s/ Dawn P. Crusinberry
Dawn P. Crusinberry
SECRETARY
March 10, 2000
IMPORTANT NOTICE
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT
THE MEETING. SHAREHOLDERS ATTENDING THE MEETING MAY PERSONALLY VOTE ON ALL
MATTERS WHICH ARE CONSIDERED, IN WHICH EVENT THE SIGNED PROXIES ARE REVOKED.
<PAGE>
PINNACLE BANKSHARES CORPORATION
622 BROAD STREET
ALTAVISTA, VIRGINIA 24517
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
APRIL 11, 2000
GENERAL
The following information is furnished in connection with the
solicitation by and on behalf of the Board of Directors of the enclosed proxy to
be used at the 2000 Annual Meeting of Shareholders (the "Annual Meeting") of
Pinnacle Bankshares Corporation (the "Company") to be held Tuesday, April 11,
2000, at 11:30 a.m. at the Fellowship Hall of Altavista Presbyterian Church,
located at 707 Broad Street, Altavista, Virginia. The approximate mailing date
of this Proxy Statement and accompanying proxy is March 10, 2000.
REVOCATION AND VOTING OF PROXIES
Execution of a proxy will not affect a shareholder's right to attend
the Annual Meeting and to vote in person. Any shareholder who has executed and
returned a proxy may revoke it by attending the Annual Meeting and requesting to
vote in person. A shareholder may also revoke his proxy at any time before it is
exercised by filing a written notice with the Company or by submitting a proxy
bearing a later date. Proxies will extend to, and will be voted at, any properly
adjourned session of the Annual Meeting. If a shareholder specifies how the
proxy is to be voted with respect to any proposals for which a choice is
provided, the proxy will be voted in accordance with such specifications. If a
shareholder fails to specify with respect to such proposals, the proxy will be
voted FOR proposal 1, as set forth in the accompanying notice and further
described herein.
VOTING RIGHTS OF SHAREHOLDERS
Only those shareholders of record at the close of business on February
25, 2000, are entitled to notice of and to vote at the Annual Meeting, or any
adjournments thereof. The number of shares of common stock of the Company
outstanding and entitled to vote at the Annual Meeting is 720,096. The Company
has no other class of stock outstanding. A majority of the votes entitled to be
cast, represented in person or by proxy, will constitute a quorum for the
transaction of business. Each share of Company Common Stock entitles the record
holder thereof to one vote upon each matter to be voted upon at the Annual
Meeting.
With regard to the election of directors, votes may be cast in favor or
withheld. If a quorum is present, the nominees receiving a plurality of the
votes cast at the Annual Meeting will be elected directors; therefore, votes
withheld will have no effect. Thus, although abstentions and broker non-votes
(shares held by customers which may not be voted on certain matters because the
broker has not received specific instructions from the customer) are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business, they are generally not counted for purposes of determining whether
such proposals have been approved and therefore have no effect.
<PAGE>
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by the Company.
Solicitations will be made only by the use of the mails, except that officers
and regular employees of the Company and The First National Bank of Altavista
(the "Bank") may make solicitations of proxies by telephone, telegram, special
letter, or by special call, acting without compensation other than regular
compensation. It is contemplated that brokerage houses and other nominees,
custodians, and fiduciaries will be requested to forward the proxy soliciting
material to the beneficial owners of the stock held of record by such persons,
and the Company will reimburse them for their charges and expenses in this
connection.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the Company's knowledge, no shareholder of the Company owns 5% or
more of the outstanding common stock. For information regarding securities
ownership by members of the Company's Board of Directors and management, please
see "Election of Directors" below.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Board is divided into three classes (I, II, and III) of
directors. The term of office for Class III directors will expire at the Annual
Meeting. Four persons named below, each of whom currently serves as a director
of the Company, will be nominated to serve as a Class III director. If elected,
the Class III nominees will serve until the 2003 Annual Meeting of Shareholders.
The persons named in the proxy will vote for the election of the nominees named
below unless authority is withheld. The Company's Board believes that the
nominees will be available and able to serve as directors, but if any of these
persons should not be available or able to serve, the proxies may exercise
discretionary authority to vote for a substitute proposed by the Company's
Board.
Certain information concerning the nominees for election at the Annual
Meeting is set forth below, as well as certain information about the Class I and
Class II directors who will continue in office.
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<TABLE>
<CAPTION>
COMMON
SHARES OF OWNERSHIP AS A
DIRECTOR OF COMPANY PERCENTAGE OF
NAME (AGE) AND PRINCIPAL OCCUPATION COMPANY BENEFICIALLY COMMON STOCK
ADDRESS LAST FIVE YEARS SINCE (1) OWNED (2)(3) OUTSTANDING
------- --------------- --------- ------------ -----------
<S> <C>
CLASS III DIRECTORS (NOMINEES) (SERVING UNTIL THE 2003 ANNUAL MEETING)
Warren G. Lowder (46) Vice President, Secretary & CFO 1999(5) 600 *
Altavista, Virginia The Lane Company, Inc.
Herman P. Rogers, Jr. (56) Plant Manager 1997 1,584(7) *
Altavista, Virginia BGF Industries, Inc.
Carroll E. Shelton (49) Senior Vice President 1990 4,760(8) *
Hurt, Virginia The First National Bank
of Altavista
John L. Waller (56) Owner & Operator 1989 1,728(9) *
Hurt, Virginia Waller Farms, Inc.
CLASS I DIRECTORS (SERVING UNTIL THE 2001 ANNUAL MEETING)
A. Willard Arthur (54) Chairman and Secretary 1998 406 *
Rustburg, Virginia Marvin V. Templeton & Sons, Inc.
John P. Erb (56) Assistant Superintendent 1989 1,982(12) *
Altavista, Virginia Campbell County Schools
Robert H. Gilliam, Jr. (54) President & CEO 1979 7,202(10) 1.00%
Lynch Station, Virginia The First National Bank
Of Altavista
R. B. Hancock, Jr. (49) President & Owner 1994 1,986(11) *
Huddleston, Virginia R.B.H., Inc. d/b/a Napa
Auto Parts
CLASS II DIRECTORS (SERVING UNTIL THE 2002 ANNUAL MEETING)
Alvah P. Bohannon, III (52) President 1985 1,950 *
Altavista, Virginia Altavista Motors, Inc.
James E. Burton, IV (43) Vice President, Operations 1998 4,647(4) *
Lynchburg, Virginia Marvin V. Templeton & Sons, Inc.
James P. Kent, Jr. (60) Partner 1980 10,451(6) 1.45%
Hurt, Virginia Kent & Kent
Percy O. Moore (66) Retired 1989 1,701(7) *
Altavista, Virginia Customer Service
Supervisor
All directors and executive 40,436 5.62%
officers as a group (13 persons)
</TABLE>
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<PAGE>
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* Less than 1.0%; based on total outstanding shares of 720,096 shares as of the
date of this Proxy Statement. (1) Reflects year that director initially served
on the Board of the Bank, the Company's sole subsidiary.
Effective May 1, 1997, the Company became the holding company for the
Bank.
(2) For purposes of this table, beneficial ownership has been determined in
accordance with the provision of Rule 13d-3 of the Securities Exchange
Act of 1934 under which, in general, a person is deemed to be the
beneficial owner of a security if he has or shares the power to vote or
direct the voting of the security or the power to dispose of or direct
the disposition of the security, or if he has the right to acquire
beneficial ownership of the security within sixty days.
(3) Includes shares held by affiliated corporations, close relatives, and
children, and shares held jointly with spouses or as custodians or
trustees for children.
(4) 320 of the reported shares held solely in spouse's name and 3,059
shares held as custodian for minor children.
(5) Pursuant to the Bylaws of the Company and the Bank, Mr. Lowder was
elected to the respective Boards as a Director of the Company and the
Bank on September 13, 1999.
(6) 930 of the reported shares held solely in spouse's name.
(7) Shares held jointly with spouse.
(8) 3,160 shares are held jointly with spouse; and includes 1,600 shares
which represents shares that Mr. Shelton has the option to purchase as
of May 1, 1999 under the 1997 Incentive Stock Option.
(9) 79 of the reported shares held in name of majority children living at
home.
(10) Includes 2,400 shares which represents shares that Mr. Gilliam has the
option to purchase as of May 1, 1999 under the 1997 Incentive Stock
Option.
(11) 1,701 of the reported shares held jointly with spouse and 284 of the
reported shares held in name of
majority child living at home.
(12) 1,972 of the reported shares held jointly with spouse and 10 of the
reported shares held in name of majority child living at home.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Company's Board and through committees of the Bank's Board, certain of which are
set forth below. The Company became the holding company for the Bank in May
1997, and currently, the Bank's committees make recommendations to the Company's
Board regarding the audit, personnel and nominating functions. During calendar
year 1999, the Company's Board of Directors held 8 meetings and the Bank's Board
of Directors held 12 meetings. No director attended fewer than 75 percent of the
total meetings of the Company's and the Bank's Boards of Directors and the Bank
committees on which he or she served during this period.
AUDIT COMMITTEE. The Bank's Audit Committee meets to review reports of
the Bank's internal auditor who reports directly to the Audit Committee and
reviews the annual report of the Company's independent auditors. Members of the
Audit Committee are Messrs. Bohannon, Finch, Hancock, Moore, Burton and Waller,
and they met 5 times in 1999.
PERSONNEL COMMITTEE. The Bank's Personnel Committee reviews officer and
employee compensation and employee benefit plans and makes recommendations to
the Board concerning such matters. The Personnel Committee makes recommendations
as to the employment of officers of the Bank. Members of the Personnel Committee
are Messrs. Erb, Hancock, Rogers, Arthur and Gilliam, and they met 4 times in
1999.
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<PAGE>
NOMINATING COMMITTEE. The Nominating Committee's duties include
consideration of candidates for board election. The Nominating Committee makes a
recommendation to the Board concerning candidates for any vacancy that may occur
and the entire Board then determines which candidate(s) should be nominated for
the shareholders' approval. Members of the Nominating Committee are Messrs. Erb,
Bohannon, Kent, and Gilliam, and they met 3 times in 1999. While the Board of
Directors will consider nominees recommended by shareholders, it has not
actively solicited recommendations from the Bank's shareholders for nominees,
nor has it established any procedures for this purpose.
TRANSACTIONS WITH MANAGEMENT
Directors and officers of the Bank and persons with whom they are
associated have had, and expect to have in the future, banking transactions with
the Bank in the ordinary course of their businesses. In the opinion of
management of the Bank, all such loans and commitments for loans were made on
substantially the same terms, including interest rates, collateral and repayment
terms as those prevailing at the same time for comparable transactions with
other persons, were made in the ordinary course of business, and do not involve
more than a normal risk of collectibility or present other unfavorable features.
DIRECTORS' FEES
All directors of the Company received an annual retainer of $1,000 in
1999. Directors of the Bank received an annual retainer of $3,500 in 1999 and,
in addition, the outside directors received $200.00 for each committee meeting
attended.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
As of December 31, 1999, borrowing by all policy-making officers,
directors, principal shareholders and their associates amounted to $2,765,000 or
18%, of total capital. The maximum aggregate amount of such indebtedness during
1999 was $2,765,000, or 18% of total year-end capital. These loans were made in
the ordinary course of the Bank's business, on the same terms, including
interest rates and collateral, as those prevailing at the same time for
comparable transactions with others, and do not involve more than the normal
risks of collectibility or present other unfavorable features. The Bank expects
to have in the future similar banking transactions with officers, directors,
principal shareholders and their associates.
EXECUTIVE COMPENSATION
The following table provides information concerning Mr. Gilliam,
President and CEO, the only executive officer of the Company whose compensation
exceeded $100,000 for any year in the three-year period ended December 31, 1999.
All compensation, other than director fees for members of the Company's Board of
Directors, was paid by the Bank, the Company's wholly-owned subsidiary.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME AND PRINCIPAL
------------------- OPTIONS ALL OTHER
POSITION YEAR SALARY($)(1) BONUS($) GRANTED (#) COMPENSATION ($)(2)
-------- ---- ------------ -------- ----------- -------------------
<S> <C>
Robert H. Gilliam, Jr. 1999 129,500 11,250 - 1,364
PRESIDENT & CHIEF 1998 124,250 12,000 - 2,087
EXECUTIVE OFFICER 1997 118,250 13,800 6,000 1,724
</TABLE>
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(1) Includes a Board retainer of $4,500 in 1999, $4,250 in 1998, and $3,250
in 1997.
(2) Cost (based on IRS uniform cost table) of more than $50,000 of group-
term life insurance provided by employer.
STOCK OPTIONS
No options were granted to Mr. Gilliam during 1999 or 1998. Mr. Gilliam
was granted 6,000 options during fiscal year 1997. These options vest over a
five year period, have an exercise price of $20 per share and expire December
30, 2007.
The following table reflects certain information regarding the
exercise of stock options during the year ended December 31, 1999, as well as
information with respect to unexpected options held at such date by Mr. Gilliam.
<TABLE>
<CAPTION>
YEAR-END OPTION VALUES
----------------------
OPTIONS EXERCISED VALUE OF UNEXERCISED "IN
------------------------------ NUMBER OF UNEXERCISED THE MONEY" OPTIONS AT
SHARES OPTIONS AT YEAR YEAR END($)(1)
ACQUIRED ON VALUE END(#) EXERCISABLE/ EXERCISABLE/
NAME EXERCISED(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ----------- ------------- -------------
<S> <C>
Robert H. Gilliam, Jr. 0 0 2,400/3,600 32,700/49,050
</TABLE>
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(1) Calculated as the difference between the current market value and the
exercise price of the options. Assumes a current market value of
$33.625 per share, as of December 31, 1999.
EMPLOYEE BENEFIT PLANS
RETIREMENT PLAN. The Bank maintains a Non-Contributory Defined Benefit
Retirement Plan (the "Retirement Plan") covering substantially all employees who
have reached the age of 21 and have been fully employed for at least one year.
The Retirement Plan, sponsored by the Virginia Bankers Association, provides
participants with retirement benefits related to salary and years of credited
service. Employees become vested after five plan years of service, and the
normal retirement date is the plan anniversary date nearest the employee's 65th
birthday. The Retirement Plan does not cover directors who are not active
officers. The amount expensed for the Retirement Plan during the year ended
December 31, 1999, was $141,226.
The following table shows the estimated annual retirement benefits
payable to employees in the average annual salary and years of service
classifications set forth below assuming retirement at the normal retirement age
of 65.
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ANNUAL RETIREMENT BENEFIT: First National Bank of Altavista
<TABLE>
<CAPTION>
Five-Year
Average Salary YEARS OF SERVICE
-------------- ----------------
10 15 20 25 30 35
-- -- -- -- -- --
<S> <C>
25,000 3,750 5,625 7,500 9,375 11,250 12,188
40,000 6,525 9,788 13,050 16,313 19,575 21,338
55,000 9,900 14,850 19,800 24,750 29,700 32,588
75,000 14,400 21,600 28,800 36,000 43,200 47,588
100,000 20,025 30,038 40,050 50,063 60,075 66,338
125,000 25,650 38,475 51,300 64,125 76,950 85,088
150,000 31,275 46,913 62,550 78,188 93,835 103,838
175,000 36,900 55,350 73,800 92,250 110,700 122,588
200,000 42,525 63,788 85,050 106,313 127,575 141,338
</TABLE>
Benefits under the Retirement Plan are based on a straight life annuity
assuming full benefit at age 65, no offsets, and covered compensation of $33,000
for a person age 65 in 1999. Compensation for 1999 was limited to $160,000 by
the Internal Revenue Code. The estimated annual benefit payable under the
Retirement Plan upon retirement is $69,423 for Mr. Gilliam, credited with 40
years of service. Benefits are estimated on the basis that he will continue to
receive, until age 65, covered salary in the same amount paid in 1999.
PROFIT SHARING/401(K) PLAN. The Bank adopted a Defined Contribution
Profit Sharing Thrift Plan (the "Thrift Plan") effective January 1, 1997. The
Thrift Plan, sponsored by the Virginia Bankers Association, includes a 401(k)
savings provision which authorizes a maximum voluntary salary deferral of up to
15% of compensation, subject to statutory limitations. All full-time employees
who have reached the age of 21 with at least six months of service are eligible
to participate. Contributions and earnings, which are tax-deferred, may be
invested in various investment vehicles offered through the Virginia Bankers
Association. The profit sharing arrangement allows for employer contributions in
such amount, if any, which the Board of Directors shall determine. Employees
become 100% vested in any employer contributions which may be made after five
plan years of service. The Bank made no contributions to the Thrift Plan for the
year ended December 31, 1999.
INCENTIVE STOCK OPTION PLAN. The Company adopted the 1997 Incentive
Stock Plan (the "Incentive Plan") effective May 1, 1997. The Incentive Plan
makes available up to 25,000 shares of common stock for awards to key employees
of the Company and its subsidiaries in the form of stock options, stock
appreciation rights, and restricted stock (collectively, "Awards"). The purpose
of the Incentive Plan is to promote the success of the Company and its
subsidiaries by providing incentives to key employees that will promote the
identification of their personal interests with the long-term financial success
of the Company and with growth in shareholder value. The Incentive Plan is
designed to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of key employees upon whose judgment, interest,
and special effort the successful conduct of its operation is largely dependent.
Under the terms of the Incentive Plan, the non-employee directors of
the Personnel Committee of the Board of Directors of the Bank (the "Committee")
will administer the plan. No director may serve as a member of the Committee if
he is eligible to participate in the Incentive Plan or was at any time within
one year prior to his appointment to the Committee eligible to participate in
the Incentive Plan. The Committee will have the power to determine the key
employees to whom Awards shall be made.
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<PAGE>
Each Award under the Incentive Plan will be made pursuant to a written
agreement between the Company and the recipient of the Award (the "Agreement").
In administering the Incentive Plan, the Committee will have the authority,
subject to approval, amendment and modification by the Board of Directors of the
Company, to determine the terms and conditions upon which Awards may be made and
exercised, to determine terms and provisions of each Agreement, to construe and
interpret the Incentive Plan and the Agreements, to establish, amend, or waive
rules or regulations for the Incentive Plan's administration, to accelerate the
exercisability of any Award, the end of any performance period, or termination
of any period of restriction, and to make all other determinations and take all
other actions necessary or advisable for the administration of the Incentive
Plan.
The Board may terminate, amend, or modify the Incentive Plan from time
to time in any respect without shareholder approval, unless the particular
amendment or modification requires shareholder approval under the Internal
Revenue Code of 1986, as amended (the "Code"), the rules and regulations under
Section 16 of the Securities Exchange Act of 1934 or pursuant to any other
applicable laws, rules, or regulations.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors, executive
officers and 10% beneficial owners of the Company's Common Stock to file reports
concerning their ownership of Common Stock. The Company believes that its
officers and directors complied with all filing requirements under Section 16(a)
of the Securities Exchange Act of 1934 during 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES LISTED ABOVE.
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<PAGE>
INDEPENDENT ACCOUNTANTS
KPMG LLP, served as the Company's independent accountants for the year
ended December 31, 1999. No accountants have been selected by the Board to act
as the Company's independent accountants for the year ending December 31, 2000.
The Board will make that selection later in the year. A representative of KPMG
LLP will be present at the Annual Meeting and will be given the opportunity to
make a statement and respond to appropriate questions from the shareholders.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company has
no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matters properly come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxy, to the extent entitled, in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2001 Annual
Meeting must be received by the Company no later than November 5, 2000. Under
applicable law, the Board of Directors need not include an otherwise appropriate
shareholder proposal (including any shareholder nominations for director
candidates) in its proxy statement or form of proxy for that meeting unless the
proposal is received by the Company's Secretary, at the Company's principal
office in Altavista, Virginia, on or before the date set forth above.
By Order of the Board of Directors
/s/ Dawn P. Crusinberry
Dawn P. Crusinberry
SECRETARY
Altavista, Virginia
March 10, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB REPORT (INCLUDING
EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR
ENDED DECEMBER 31, 1999, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS UPON
WRITTEN REQUEST DIRECTED TO THE COMPANY'S SECRETARY AS SET FORTH ON THE FIRST
PAGE OF THIS PROXY STATEMENT.
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<PAGE>
[X] PLEASE MARK VOTES RECOVABLE PROXY
AS IN THIS EXAMPLE PINNACLE BANKSHARES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
April 11, 2000
The undersigned shareholder of Pinnacle Bankshares Corporation (the
"Corporation") hereby appoints Gil Cothran, E. H. Frazier, Jr. and Henry S.
Pittard as proxies, such persons being duly appointed by the Board of Directors
with the power to appoint an appropriate substitute, to cast all votes that the
undersigned shareholder is entitled to cast at the annual meeting of
shareholders (the "Annual Meeting") to be held at 11:30 a.m. Eastern Time, on
Tuesday, April 11, 2000, at the Fellowship Hall of Altavista Presbyterian
Church, located at 707 Broad Street, Altavista, Virginia and at any adjournments
thereof, upon the following matters. The undersigned shareholder hereby revokes
any proxy or proxies heretofore given.
Please be sure to sign and date Date
this Proxy in the box below.
Stockholder sign above. Co-holder (if any) sign above
1. To elect four Class III directors With- For All
for three-year terms (Proposal 1): For hold Except
[ ] [ ] [ ]
Nominees: Warren G. Lowder
Herman P. Rogers,Jr.
Carroll E. Shelton
John L. Waller
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and write the name of the nominee(s) in the space provided
below.
- -------------------------------------------------------------------------------
2. The Proxies are authorized to vote upon such other business as may properly
come before the Annual Meeting, or any adjournments of the meeting, in
accordance with the determination of a majority of the Corporation's Board
of Directors.
Please check box if you plan to attend the
April 11, 2000 Annual Stockholders Meeting. [ ]
Number Attending [ ]
The proxy will be voted as directed by the undersigned shareholder. Unless
contrary direction is given, this proxy will be voted FOR the election of the
nominees listed in Proposal 1, and in accordance with the determination of a
majority of the Board of Directors as to any other matters. The undersigned
shareholder may revoke this proxy at any time before it is voted by delivering
to the Secretary of the Corporation either a written revocation of the proxy or
a duly executed proxy bearing a later date, or by appearing at the Annual
Meeting and voting in person. The undersigned shareholder hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement.
Detach above card, sign, date and mail in postage paid envelope provided.
PINNACLE BANKSHARES CORPORATION
Please date and sign exactly as your name(s) appear(s) hereon. Each executor,
administrator, trustee, guardian, attorney-in-fact and any other fiduciary
should sign and indicate his or her full title. When stock has been issued in
the name of two or more persons, all should sign.
If you receive more than one proxy card, please sign and return all cards in the
accompanying envelope.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
