SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential of Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BAY BANKS OF VIRGINIA, INC.
---------------------------
(Name of Registrant as Specified in Its Charter)
BAY BANKS OF VIRGINIA, INC.
---------------------------
(Name of Person(s) Filing Proxy Statement)
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:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------
5) Total fee paid:
------------------------------------------------
[ ] 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: ________________________________________
2) Form Schedule or Registration Statement No.: ___________________
3) Filing Party: __________________________________________________
4) Date Filed: ____________________________________________________
<PAGE>
[use Bay Banks letterhead]
April 16, 1999
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
of Bay Banks of Virginia, Inc. on May 17, 1999, at 1:00 p.m., at Indian Creek
Yacht & Country Club, Kilmarnock, Virginia. We would be pleased to have you as
our guest for a buffet luncheon starting at 12:15 p.m. If you wish to attend,
please indicate this on the luncheon reservation card that is enclosed. This
will allow us to have an accurate count of those joining us for the luncheon.
The primary business of the meeting will be the re-election of two
directors of the Company and the ratification of the appointment of independent
auditors, as more fully explained in the accompanying proxy statement.
During the meeting, we also will report to you on the condition and
performance of the Company and its subsidiary, the Bank of Lancaster. You will
have an opportunity to question management on matters that affect the interests
of all stockholders.
We hope you can join us for the luncheon and attend the Annual Meeting
on May 17th. Whether or not you plan to attend, PLEASE COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. Your vote is
important.
Thank you for your interest in the Company's affairs. As always, we are
most grateful for your continuing support of the Company and the Bank of
Lancaster.
Sincerely,
Ammon G. Dunton, Jr. Austin L. Roberts, III
Chairman of the Board President and Chief
Executive Officer
<PAGE>
BAY BANKS OF VIRGINIA, INC.
100 SOUTH MAIN STREET
KILMARNOCK, VIRGINIA 22482
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 1999
To Our Stockholders:
The Annual Meeting of Stockholders of Bay Banks of Virginia, Inc. (the
"Company") will be held at Indian Creek Yacht & Country Club, Kilmarnock,
Virginia, on May 17, 1999 at 1:00 p.m. for the following purposes:
1. To elect two directors to serve for a three-year term and until
their successors are elected and qualified;
2. To ratify the selection of Eggleston Smith P.C., independent
certified public accountants, as auditors of the Company for the
year ending December 31, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 2, 1999
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors
Hazel S. Pittman
CORPORATE SECRETARY
April 16, 1999
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING.
<PAGE>
BAY BANKS OF VIRGINIA, INC.
100 S. MAIN STREET
KILMARNOCK, VIRGINIA 22482
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 1999
GENERAL
The enclosed proxy is solicited by the Board of Directors of Bay Banks
of Virginia, Inc. (the "Company") for its Annual Meeting of Stockholders to be
held on Monday, May 17, 1999, at the time and place and for the purpose set
forth in the accompanying Notice of the Annual Meeting or any adjournment
thereof. The approximate mailing date of this Proxy Statement and accompanying
proxy is April 16, 1999.
REVOCATION AND VOTING OF PROXIES
Execution of a proxy will not affect a stockholder's right to attend the
Annual Meeting and to vote in person. Any stockholder who has executed and
returned a proxy may revoke it by attending the Annual Meeting and requesting to
vote in person. A stockholder 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
adjourned session of the Annual Meeting.
VOTING RIGHTS AND SOLICITATION
Only stockholders of record at the close of business on April 2, 1999
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 on April 2, 1999 was 1,168,633. The Company has no other class
of stock outstanding. A 60% majority of the shares entitled to vote, represented
in person or by proxy, will constitute a quorum for the transaction of business.
Each share of common stock entitles the recordholder thereof to one vote
upon each matter to be voted upon at the Annual Meeting. Shares for which the
holder has elected to abstain or to withhold the proxies' authority to vote
(including broker non-votes) on a matter will count toward a quorum, but will
not be included in determining the number of votes cast with respect to such
matter.
The cost of solicitation of proxies will be borne by the Company.
Solicitation is being made by mail, and if necessary may be made in person, by
telephone, or special letter by officers and regular employees of the Company,
acting without compensation other than regular compensation.
PRINCIPAL STOCKHOLDERS
The only beneficial owner of 5% or more of the common stock of the
Company is the Bank of Lancaster Employee Stock Ownership Trust (the "Trust")
which owns 64,677 shares, or 5.5%, of the outstanding common stock. The Trust
<PAGE>
was established pursuant to the Bank of Lancaster Employee Stock Ownership Plan
("ESOP"). Four members of the Board of Directors of the Bank of Lancaster (the
"Bank") are trustees of the ESOP. As of April 2, 1999, all shares held in the
Trust had been allocated to the accounts of participating employees. Under the
terms of the ESOP, the trustees must vote all allocated shares held in the ESOP
in accordance with the instructions of the participating employees, and
allocated shares for which employees do not give instructions will be voted in
the same ratio on any matter as to those shares for which instructions are
given.
On April 2, 1999, the directors, including those nominated for
re-election, and executive officers of the Company beneficially owned as a group
69,957 shares, or 5.9%, of the Company's common stock, including shares for
which they hold currently exercisable stock options.
PROPOSAL ONE - ELECTION OF DIRECTORS
The Company's Board is divided into three classes (I, II and III). The
term of office for Class I directors will expire at the Annual Meeting. The two
persons named immediately below, each of whom currently serves as a director of
the Company, will be nominated to serve as Class I directors. If elected, the
two nominees will serve until the Annual Meeting of Stockholders held in 2002.
The persons named in the proxy will vote for the election of the nominees named
below unless authority is withheld. If for any reason any of the persons named
as nominees below should become unavailable to serve, an event which management
does not anticipate, proxies will be voted for the remaining nominees and such
other person or persons as the Board of Directors may designate.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE TWO
NOMINEES SET FORTH BELOW. The two nominees receiving the greatest number of
affirmative votes cast at the Annual Meeting will be elected.
<TABLE>
<CAPTION>
BANK COMPANY
DIRECTOR DIRECTOR PRINCIPAL OCCUPATION
NAME (AGE) SINCE SINCE DURING PAST FIVE YEARS
---------- -------- -------- ----------------------
<S> <C> <C> <C>
1999 CLASS (NOMINEES FOR ELECTION):
Austin L. Roberts, III (52) 1990 1997 President and Chief Executive Officer
of the Company and the Bank
W. Bruce Sanders (48) 1983 1997 Owner and President of Rappahannock
Yachts (marina), Irvington, VA
OTHER DIRECTORS NOT STANDING FOR RE-ELECTION AT THIS TIME:
2000 CLASS (DIRECTORS SERVING UNTIL THE 2000 ANNUAL MEETING):
Weston F. Conley, Jr. (64) 1979 1997 President and Manager of RCV Seafood
Corporation (seafood processor and
wholesaler), Morattico, VA
<PAGE>
Thomas A. Gosse (52) 1994 1997 President and Chief Executive Officer
since 1997 of Northern Neck Insurance
Company, Irvington, VA; formerly a
principal in the accounting firm of
Braun, Dehnert, Clarke & Co., P.C.,
Irvington, VA
2001 CLASS (DIRECTORS SERVING UNTIL THE 2001 ANNUAL MEETING):
William A. Creager (66) 1994 1997 Retired, was founder and formerly
served as President and Chairman of
Capital Systems Group (a professional
services and information systems
company), Rockville, MD
Ammon G. Dunton, Jr. (63) 1977 1997 Chairman of the Board of the Company
and the Bank; Attorney, Senior Partner
of Dunton, Simmons & Dunton, White
Stone, VA
</TABLE>
In accordance with the Company's By-Laws, stockholders intending to
nominate director candidates at a stockholder meeting must deliver notice within
specified timeframes and must follow a specific procedure. A stockholder
desiring information on timeframes and procedures should request the information
from the Corporate Secretary.
BOARD COMMITTEES AND ATTENDANCE
During 1998 there were four meetings of the Board of Directors. Each
director attended at least 75% of all meetings of the Board and applicable
committee meetings. The entire Board of Directors serves as the Audit and
Nominating Committees.
DIRECTORS' COMPENSATION
Non-officer directors of the Company receive $200 for each meeting of
the Company's Board of Directors. Directors who are employees of the Company and
Bank are not compensated for attendance at Board meetings and do not receive any
fees for attendance at committee meetings. The Chairman of the Board, Mr. Ammon
G. Dunton, Jr., is a Company and Bank officer. As an officer, he received
$32,000 in compensation in 1998, but received no annual retainer or Board or
committee attendance fees.
In accordance with the 1998 Non-Employee Directors Stock Option Plan
approved by stockholders at the 1998 annual meeting, each of the ten
non-employee directors of the Company and the Bank were granted in May, 1998 a
stock option for 250 shares of the Company's common stock at its then fair
market value. This plan, which reserves a total of 25,000 shares of common stock
of the Company, provides that each non-employee director of the Company and its
subsidiaries is eligible to receive a stock option grant for 250 shares in May
of each year during the term of the plan.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Company directors, executive officers, and members of their
immediate families, and corporations, partnerships and other entities of which
such persons are officers, directors, partners, trustees, executors or
beneficiaries, are customers of the Bank. All loans and loan commitments to them
were made in the ordinary course of business, upon substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than normal
risk of collectibility or present other unfavorable features. It is the policy
of the Bank to provide loans to officers who are not executive officers and to
employees at more favorable rates than those prevailing at the time for
comparable transactions with other persons. These loans do not involve more than
the normal risk of collectibility or present other unfavorable features.
The law firm of Dunton, Simmons & Dunton serves as legal counsel to the
Company and the Bank. Mr. Ammon G. Dunton, Jr., is a senior member of the firm.
In addition, American Standard Insurance, of which John Cardwell is the manager,
provided insurance to the Company and the Bank.
None of the directors serves as a director of any other publicly held
company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act"), directors and executive officers of the Company are required to
file reports with the Securities and Exchange Commission indicating their
holdings of and transactions in Company common stock. To the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
insiders of the Company complied with all filing requirements during 1998 with
the exception of Mr. W.T. James, III who, on one occasion with respect to one
transaction, was late in filing a report. Such report was subsequently filed.
OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth, as of April 2, 1999, certain information
with respect to the beneficial ownership of Company common stock held by each
director and nominee and each executive officer named in the Summary
Compensation Table below, and by the directors and all executive officers as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP (1) OF CLASS
---- ----------------------- --------
<S> <C> <C>
William A. Creager............................. 2,450 (2) (3) (4)
Weston F. Conley, Jr........................... 27,058 (2) (3) 2.3%
Ammon G. Dunton, Jr............................ 18,862 (2) (3) 1.6%
Thomas A. Gosse................................ 1,850 (2) (3) (4)
Austin L. Roberts, III......................... 12,302 (2) (5) 1.0%
W. Bruce Sanders............................... 1,738 (4)
Paul T. Sciacchitano........................... 5,697 (5) (4)
All directors and executive officers as a group 69,957 (5) 5.9%
</TABLE>
<PAGE>
(1) For purposes of this table, beneficial ownership has been determined in
accordance with the provisions of Rule 13d-3 of the Exchange Act 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.
(2) Includes shares held by affiliated corporations, close relatives and
children, and shares held jointly with spouses or as custodians or trustees,
as follows: Mr. Creager, 200 shares, Mr. Conley, 4,886 shares; Mr. Dunton,
2,662 shares; Mr. Gosse, 1,100 shares; and Mr. Roberts, 800 shares.
(3) Includes 250 shares that may be acquired pursuant to currently exercisable
stock options granted under the 1998 Non-Employee Directors Stock Option
Plan.
(4) Represents less than 1% of Company common stock.
(5) Includes: (i) 10,450 shares and 3,750 shares that may be acquired by Mr.
Roberts and Mr. Sciacchitano, respectively, pursuant to currently
exercisable stock options; and (ii) 15,200 shares that may be acquired by
all executive officers and non-employee directors of the Company as a group
pursuant to currently exercisable stock options.
BOARD OF DIRECTORS OF THE BANK
As the parent company of the Bank, the Company will appoint the
directors of the Bank. The following persons have been appointed to serve as
directors of the Bank.
<TABLE>
<CAPTION>
BANK DIRECTOR
NAME (AGE) SINCE PRINCIPAL OCCUPATION
--------- ------------- --------------------
<S> <C> <C>
Fletcher L. Brown, III (53) 1994 Owner and President of Eubank & Son
Hardware, Kilmarnock, VA
John J. Cardwell (66) 1989 Manager of American Standard Insurance
Company (independent insurance
agency), Kilmarnock, VA
David W. Cheek (50) 1995 Dealer/ Manager of TD McGinnes (car
dealership), Kilmarnock, VA
Weston F. Conley, Jr. (64) 1979 President and Manager of RCV Seafood
Corporation (seafood processor and
wholesaler), Morattico, VA
William A. Creager (66) 1994 Retired, was founder and formerly
served as President and Chairman of
Capital Systems Group (a professional
services and information systems
company), Rockville, MD
Ammon G. Dunton, Jr. (63) 1977 Chairman of the Board of the Company
and the Bank; Attorney, Senior Partner
of Dunton, Simmons & Dunton, White
Stone, VA
Thomas A. Gosse (52) 1994 President and Chief Executive Officer
of Northern Neck Insurance Company,
Irvington, VA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BANK DIRECTOR
NAME (AGE) SINCE PRINCIPAL OCCUPATION
--------- ------------- --------------------
<S> <C> <C>
W. T. James, III (69) 1979 Chairman of the Board of Northern Neck
Insurance Company, Irvington, VA
Patricia N. Lawler (55) 1998 President of Lawler Real Estate, Inc.,
White Stone, VA
Austin L. Roberts, III (52) 1990 President and Chief Executive Officer
of the Company and the Bank
W. Bruce Sanders (48) 1983 Owner and President of Rappahannock
Yachts (marina), Irvington, VA
A. Wayne Saunders (62) 1992 Secretary/Treasurer of MDAssociates,
Kilmarnock, VA
</TABLE>
EXECUTIVE COMPENSATION
No officer receives compensation from the Company. All compensation is
paid through the Bank.
The following table presents compensation information on the President
and Chief Executive Officer and the Chief Financial Officer of the Company. No
other executive officer of the Company or Bank earned over $100,000 in 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
-----------------
ANNUAL COMPENSATION (1) SECURITIES
NAME AND -------------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (2) COMPENSATION (3)
------------------ ---- ------ ----- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Austin L. Roberts, III 1998 $135,000 -- 2,500 $8,242
President/Chief 1997 122,000 -- -- 9,247
Executive Officer 1996 112,000 $10,000 2,450 9,401
Paul T. Sciacchitano 1998 $105,000 -- 1,500 $6,282
Chief Financial 1997 96,000 -- -- 6,994
Officer 1996 90,000 $ 5,000 1,750 7,244
- -----------------
</TABLE>
(1) The named officers did not receive perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of the total of their
respective salaries and bonuses.
(2) The Company's stock option plan does not permit the granting of
restricted stock awards or stock appreciation rights, and it is the
Company's only stock-based long-term compensation plan currently in
effect in which employees may participate.
<PAGE>
(3) These amounts represent Company contributions allocated under the Bank's
401(k) plan and the ESOP, respectively, to the named officers for 1998
in the following amounts: Austin L. Roberts, III, $3,034 and $5,208; and
Paul T. Sciacchitano, $2,098 and $4,184.
STOCK OPTION GRANTS IN 1998
The Company's stock option plan provides for the granting of both
incentive and non-qualified stock options to executive officers and key
employees of the Company and its subsidiaries.
The following table provides certain information concerning stock
options granted during 1998 to Messrs. Roberts and Sciacchitano.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------
NUMBER OF PERCENT OF
SHARES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES EXERCISE PRICE EXPIRATION
GRANTED (1) IN 1998 PER SHARE DATE
----------- ------- --------- ----
<S> <C> <C> <C> <C>
Austin L. Roberts, III 2,500 18.5% $27.50 4/16/08
Paul T. Sciacchitano 1,500 11.1% $27.50 4/16/08
</TABLE>
(1) The option grants are subject to certain performance criteria being
achieved. As of this date, there has not been a determination whether
the granted options have been earned.
STOCK OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES
The following table shows certain information with respect to the number
and value of unexercised options at year-end. No stock options were exercised
during 1998 by Messrs. Roberts or Sciacchitano.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998
ACQUIRED VALUE -------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Austin L. Roberts, III None -- 10,450 2,500 $186,750 $12,500
Paul T. Sciacchitano None -- 3,750 1,500 $58,250 $7,500
</TABLE>
BENEFIT PLANS
PENSION PLAN. The Bank has a non-contributory defined benefit pension
plan which covers substantially all salaried employees who have reached the age
of twenty-one and who have completed one year of service. A participant's
monthly retirement benefit (if they have twenty-five years of credited service
at their normal retirement date) is 25% of their final average pay, plus an
additional 18.75% if their pay is in excess of the participant's Social Security
covered pay. The Social Security covered pay is the average pay of the
<PAGE>
participant's working lifetime prior to the year the participant attains his or
her Social Security retirement age. If the participant has less than twenty-five
years of service at his or her normal retirement date, the participant's monthly
retirement benefit will be actuarially reduced by 1/25 for each year of credited
service less than twenty-five years. Cash benefits under the plan generally
commence on retirement, death or other termination of employment and are payable
in various forms at the election of the participant.
401(K) PLAN. The Bank has a contributory 401(k) plan. All salaried
employees are eligible to participate after having worked six months
consecutively, and there is no age requirement. Participants may elect to defer
between 1% to 15% of their base compensation which will be contributed to the
plan, providing the amount deferred does not exceed the dollar maximum election
deferral for each year. The Bank's match is 100% up to a 2% deferral; the Bank
will provide a 25% match on employee contributions up to 4% of salary. Under the
plan, an employee is vested 20% after three years and 20% each year thereafter
for the next four years of service. If an employee leaves prior to the
three-year period, he or she forfeits any accrued Bank match contribution.
Distributions to participants are made at death, retirement or other
termination of employment in a lump sum payment. The plan permits certain
in-service withdrawals. Normal retirement age is considered sixty-five; early
retirement is considered at fifty-five with ten years of vested service;
disability retirement has no age requirements but a service requirement of ten
years of vested service.
STOCK OPTION PLAN. The Company has two incentive stock option plans for
employees, the 1985 plan (which has expired, but options granted thereunder are
still exercisable) and the 1994 plan. The 1994 plan provides for the award of
incentive stock options to key employees of the Bank as selected by the Board of
Directors. The Board of Directors makes awards under the plan and fixes the
terms and conditions of each award pursuant to a separate agreement entered into
with each optionee. The price of shares of stock to be issued upon the exercise
of options is 100% of the fair market value on the date of the award. The option
is not exercisable after the expiration of ten years from the date such option
is granted. An option is not transferable by a person to whom it is granted
other than by will or the laws of descent and distribution.
Under the 1985 plan, accounting for two 10% stock dividends and a
2-for-1 split, 31,080 shares were reserved and options covering all such shares
have been granted or exercised. Under the 1994 plan, 75,000 shares have been
reserved, and options covering 21,080 shares have been granted.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP). The ESOP is a non-contributory
plan supported by annual contributions made at the discretion of the Board of
Directors. The ESOP is a stock bonus plan qualified under Section 401(a) of the
Internal Revenue Code and an employee ownership plan under Section 4975(E)(7) of
the Internal Revenue Code. The ESOP is administered by trustees and an
administrative committee elected by the Board of Directors for the exclusive
benefit of participants. The ESOP is eligible to each Bank employee over the age
of twenty-one and credited with at least 1,000 hours of service for the plan
year.
PROPOSAL TWO - RATIFICATION OF SELECTION OF ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of Directors has
appointed Eggleston Smith, P.C., certified public accountants, as the Company's
independent auditors for 1999, subject to ratification of the stockholders.
Eggleston Smith P.C. rendered audit services to the Company during 1998. These
services consisted primarily of the examination and audit of the institution's
financial statements, tax reporting assistance, and other audit and accounting
matters. Stockholders are requested to ratify the selection by vote at the
Annual Meeting.
Representatives of Eggleston Smith P.C. are expected to be present at
the Annual Meeting and are expected to be available to respond to your
questions during and after the meeting.
<PAGE>
OTHER MATTERS
Management knows of no other business to be brought before the Annual
Meeting. Should any other business properly be presented for action at the
meeting, the shares represented by the enclosed proxy shall be voted by the
persons named therein in accordance with their best judgment and in the best
interests of the Company.
2000 ANNUAL MEETING OF STOCKHOLDERS
In accordance with the By-Laws of the Company, as currently in effect,
the Annual Meeting of Stockholders for 2000 will be held on May 15, 2000. The
Board of Directors need not include an otherwise appropriate stockholder
proposal in its proxy statement or form of proxy for that meeting unless the
proposal is received by the Company at its main office on or before January 13,
2000. A stockholder desiring additional information on timeframes and procedures
should request the information from the Corporate Secretary.
ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR 1998, EXCLUDING
EXHIBITS, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE OBTAINED
WITHOUT CHARGE BY WRITING TO MR. PAUL T. SCIACCHITANO, TREASURER, BAY BANKS OF
VIRGINIA, INC., P. O. BOX 1869, KILMARNOCK, VIRGINIA 22482.
<PAGE>
BAY BANKS OF VIRGINIA, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Ammon G.
Dunton, Jr. and Austin L. Roberts, III, or either of them, as proxies with full
power of substitution to represent the undersigned and vote, as designated
below, all the shares of Common Stock of Bay Banks of Virginia, Inc. held of
record by the undersigned on April 2, 1999, at the Annual Meeting of
Stockholders to be held on May 17, 1999, at 1:00 p.m. at the Indian Creek Yacht
and Country Club, Kilmarnock, Virginia, or any adjournment thereof, on each of
the following matters:
1. Election of directors.
[ ] FOR all Nominees listed below [ ] WITHHOLD AUTHORITY to vote
for those indicated below
Austin L. Roberts, III W. Bruce Sanders
NOTE: You may line through the name of any individual nominee for whom
you wish to withhold your vote.
2. To ratify the selection by the Board of Directors of Eggleston, Smith,
P.C., independent certified public accountants, as auditors of the
Company for 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting. The Board of Directors
has not been notified of any such matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" EACH PROPOSAL. ALL JOINT OWNERS MUST SIGN.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE
AS SUCH.
SIGNATURE
---------------------------------
SIGNATURE (IF JOINTLY OWNED)
DATED:____________________, 1999
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
LECLAIR RYAN
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ELEVENTH FLOOR, 707 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
TELEPHONE: (804) 783-2003
FACSIMILE: (804) 783-2294
April 19, 1999
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
ATTN: Filing Desk
Bay Bank of Virginia, Inc. (0-22955)/
Definitive Proxy Materials
Ladies and Gentlemen:
On behalf of Bay Banks of Virginia, Inc., Kilmarnock, Virginia ("Bay
Banks"), and pursuant to Regulation S-T under the Securities Act of 1933, as
amended, we are transmitting one copy of Bay Bank's definitive proxy statement
and form of proxy for its annual meeting of shareholders to be held on May 17,
1999.
Seven paper copies of Bay Bank's 1998 Annual Report to Shareholders are
being filed under separate cover.
Any questions or comments concerning this filing should be directed to
the undersigned at (804) 783-2003.
Sincerely,
/s/ Scott H. Richter
Scott H. Richter
Enclosures
cc: Mr. Austin L. Roberts, III
George P. Whitley, Esq.
