UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 24, 1999
----------------
BAY BANKS OF VIRGINIA, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Virginia 0-22955 54-1838100
-------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
100 S. Main Street, Kilmarnock, Virginia 22482
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (804) 435-1171
---------------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On August 24, 1999, the Registrant announced that its Board of Directors
approved on August 19, 1999, a share repurchase program for its common stock.
The Board authorized the Registrant to repurchase up to 15,000 shares of common
stock from time to time based on, among other things, market price and share
availability.
A copy of the press release relating to the announcement is attached as an
exhibit hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release, dated August 24, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BAY BANKS OF VIRGINIA, INC.
By: /s/ Austin L. Roberts, III
----------------------------------
Austin L. Roberts, III
President and CEO
August 24, 1999
3
<PAGE>
EXHIBIT INDEX
Number Description of Exhibit
- ------ ----------------------
99.1 Press Release, dated August 24, 1999.
FOR IMMEDIATE RELEASE
- ---------------------
August 24, 1999
Contact: Hazel S. Farmer
BANK OF LANCASTER
(804) 435-4101
BAY BANKS DECLARES THIRD QUARTER DIVIDEND
AND SHARE REPURCHASE PROGRAM
The Board of Directors of Bank of Lancaster's holding company, Bay Banks
of Virginia, Inc., at its meeting held on August 19, 1999, declared the third
quarterly cash dividend at 19 cents per share payable on September 24, 1999 to
Stockholders of record September17, 1999. This dividend will be paid on
1,171,456 shares for a total of $222,576.
Bay Banks of Virginia President Austin L. Roberts, III reported that this
dividend brings the total dividends for the three quarters of 1999 to $666,104,
compared to $589,095 for the first three quarters of 1998 and $528,661 for the
same period in 1997.
The Board of Directors of Bay Banks at its August 19th meeting also
authorized the purchase of up to 15,000 shares of the Company's common stock.
Management anticipates that such purchases will occur over an extended period of
time.
In making the above announcements, Roberts reported that the Bank
continues to grow and prosper. He noted that through the first seven months of
1999, earnings increased 19% over the first seven months of 1998. Roberts noted
that loan quality remains very good and loans have increased 10% over this same
period last year, while checking accounts have increased 13%.
Assets are at an all-time high of $200,540,000.
Roberts also noted that following an evaluation of it's capital adequacy,
liquidity and profitability, the Bank continues to maintain the highest ratings
as one of the safest, soundest banks in the United States by leading national
rating services such as Veribanc, Inc. and Bauer Financial Reports. The Bank
also continues to hold the Federal Deposit Insurance Company's (FDIC) highest
rating of "Well Capitalized."
One of the major topics of discussion today is the Year 2000 date change,
Roberts stated; and "Bank of Lancaster established a Y2K Task Force that has
been working for almost three years to prepare us to meet the challenges this
date change presents." He noted that "while no one can assure the public that
there will no problems or delays, we can report without hesitation that we are
prepared. All of our computer systems are Y2K compliant, we have put contingency
plans into place, and we have made every effort possible to reduce the risks
associated with this important event. On the first business day of the Year
2000, Bank of Lancaster will be ready for business as usual and should temporary
delays occur, our contingency plans and our manual operations will move
efficiently and promptly into place. We will do our utmost to make certain that
our customers experience little or no disruption to their banking transactions."
<PAGE>
"Superior customer service is what we strive to provide to each of our
customers and that goes hand in hand with our motto of `Respect the Individual -
Value the Relationship'," Roberts stated. "As we look to the future and the new
millennium, we will continue to focus on technology to provide our customers
with services and products they find of value but we will never lose sight of
the importance of greeting our customers with a smile and a sincere handshake,
which in our minds will always remain a top priority. All of us here at Bank of
Lancaster are excited about the challenges and the opportunities of the Year
2000, and we look forward to sharing this excitement and our vision for the
future as we continue to serve our community and our customers."
This constitutes a Year 2000 readiness disclosure by Bay Banks of Virginia, Inc.
for the purposes of the Year 2000 Information and Readiness Disclosure Act.
* * * * * * * * *
