SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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 ss. 240.14 a-11(c) or ss. 240.14a-12
VIRGINIA FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
Cadmus Financial Communications
(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:
.......................................................................
(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(Set forth the amount on which
the filing fee was calculated and state how it was determined):
.......................................................................
(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 O-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>
[VIRGINIA FINANCIAL CORPORATION LETTERHEAD]
March 27, 1998
Dear Shareholder:
The Annual Meeting of Shareholders of Virginia Financial Corporation
will be held Monday, April 27, 1998, at 7:30 p.m., local time. The meeting will
be held at the Main Office of Planters Bank & Trust Company of Virginia, located
at 24 South Augusta Street, Staunton, Virginia.
Included with this letter are several very important items which you
should take time to review. These items are:
1. Notice of Annual Meeting of Shareholders.
2. Proxy Statement.
3. PROXY.
4 The Company's 1997 Annual Report.
We hope you will attend this meeting; however, if you cannot, we would
appreciate your completing the enclosed PROXY and returning it in the envelope
provided. Even if you plan to attend, it would be helpful, if you would sign and
return the PROXY so that we can be assured of a quorum for the meeting. When
registering, you may revoke your PROXY in order to vote in person.
Your support during 1997 is evidenced in the Company's continued
growth. We appreciate your efforts and look forward to 1998.
Your dividend check for the first quarter of 1998 is enclosed.
Very truly yours,
VIRGINIA FINANCIAL CORPORATION
William P. Heath, Jr.
President
Enclosures
<PAGE>
VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P. O. DRAWER 1309
STAUNTON, VIRGINIA 24401
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1998
To: SHAREHOLDERS OF VIRGINIA FINANCIAL CORPORATION
Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Virginia Financial Corporation (the "Company") will be held at the Main Office
of Planters Bank & Trust Company of Virginia, located at 24 South Augusta
Street, Staunton, Virginia, on Monday, April 27, 1998, at 7:30 p.m., local time,
for the following purposes:
ITEM 1. To elect directors of the Company to serve for a term of one year
until the next annual meeting of shareholders or until their successors
are elected and qualified.
ITEM 2. To ratify the appointment of Yount, Hyde & Barbour, P.C., independent
public accountants, for the fiscal year ending December 31, 1998.
ITEM 3. For the transaction of such other business as may properly be brought
before the meeting.
The Board of Directors has fixed the close of business on March 18,
1998, as the record date for the determination of shareholders entitled to
notice of and to vote at the 1998 Annual Meeting of Shareholders and any
adjournment or adjournments thereof.
There is included herewith a Proxy Statement to which your attention is
directed together with the Company's 1997 Annual Report. It is the intent of
management to mail the proxy materials on March 27, 1998.
By Order of the Board of Directors
William P. Heath, Jr.,
President
March 27, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE RETURN ENVELOPE PROVIDED. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
<PAGE>
VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P. O. DRAWER 1309
STAUNTON, VIRGINIA 24401
---------------------------------------
PROXY STATEMENT
---------------------------------------
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1998
It is the intent of management to mail this Proxy Statement on March
27, 1998. This statement is furnished in connection with the solicitation of
proxies to be used at the 1998 Annual Meeting of Shareholders of Virginia
Financial Corporation (the "Company") to be held at the Main Office of Planters
Bank & Trust Company of Virginia, located at 24 South Augusta Street, Staunton,
Virginia, on Monday, April 27, 1998, at 7:30 p.m., local time.
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 proposals 1 and 2, 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 March
18, 1998, 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 4,000,000. 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.
<PAGE>
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. The ratification of Yount, Hyde & Barbour, P.C.,
as the Company's independent public accountants, requires the affirmative vote
of a majority of the shares cast on the matter. 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.
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 Planters Bank & Trust Company of
Virginia (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.
PRINCIPAL SHAREHOLDERS
To the best of management's knowledge, the following own either
beneficially or of record more than 5% of the Company's outstanding shares of
common stock.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
----- ---------------- -------------------- -----
<S> <C>
Common Carlyle Van D. Cochran 271,816 Direct 6.8
8205 Kerry Road
Chevy Chase, Maryland
Common Mocomp, Inc. 279,672 Direct (1) 7.0
P.O. Box 920
Verona, Virginia 24482
</TABLE>
- -----------------------
(1) One hundred percent (100%) of Mocomp, Inc. common stock is owned by a Trust
Under Agreement dated January 10, 1992; P. W. Moore, Trustor and P. W.
Moore, Jr., Dorothy B. Moore and Benham M. Black, Trustees; Mocomp, Inc.
owns 279,672 shares of Company Common Stock. The reporting of such shares
is not to be construed as an admission of beneficial ownership by the
listed trustees.
<PAGE>
ITEM 1
CANDIDATES FOR DIRECTORS;
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors has the
power to fix the number of directors of the Company at not less than five (5)
nor more than fifteen (15). The Board has adopted a resolution setting the
number of directors to be elected at this Annual Meeting at seven (7) and
recommending that the persons listed below be elected as directors to serve
until the next Annual Meeting and until their successors are duly elected and
qualify. The Board of Directors has no reason to believe that the persons named
will not be available, but in the event a vacancy among the nominees occurs
prior to the meeting, the proxy will (unless otherwise directed thereon) be
voted either for less that seven (7) as the number of directors to be elected or
for a substitute nominee or nominees designated by the Board of Directors, and
for the remaining nominees.
<TABLE>
<CAPTION>
Number of Shares
Served as Principal Beneficially Owned
Director Occupation During as of March 18, 1998
Name (Age) Since(1) Past Five Years(2) (Percent of Class)(3)
- ---------- -------- ------------------ ---------------------
<S> <C>
Lee S. Baker (47) 1984 Owner - Manager, 18,856 (5)
Staunton Tractor, Inc. *
Benham Black (63) 1969 Chairman of the Board of 25,032 (6)
the Company and the Bank; *
Attorney-at-Law,
Black, Roland & Read, P.L.C.
Harry V. Boney, Jr. (64) 1975 Vice Chairman of the Board 25,700 (7)
of the Bank *
William P. Heath, Jr. (52) 1998 President of the Company 1,798 (8)
and the Bank *
Jan S. Hoover (41) 1995 Vice President and Treasurer, 800
Arehart Associates, Ltd. *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Principal Beneficially Owned
Served as Occupation During as of March 18, 1998
Name (Age) Since(1) Past Five Years(2) (Percent of Class)(3)
- ---------- -------- ------------------ ---------------------
<S> <C>
Martin F. Lightsey (55) 1995 President and CEO, 2,800
Specialty Blades, Inc. *
James S. Quarforth (43) 1995 President, CEO and Director, 800
CFW Communications, Co.; *
Director, American Telecasting, Inc.;
and Chairman, Virginia PCS
Alliance, L.C.
All directors and executive 84,792
officers as a group (8 persons) 2.12%
</TABLE>
- ---------------------
* Less than 1.0%; based on total outstanding shares of 4,000,000 shares as of
date of this Proxy statement.
(1) Dates reference when nominee became a director of the Bank, except that Mr.
Black became a director of Augusta Bank and Trust Company, a predecessor of
the Bank in 1971. Mr. Heath was appointed to and by the Board of Directors
of the Company on January 1, 1998.
(2) Mr. Black has been Chairman of the Board of the Bank since April 13, 1994,
and was Vice Chairman of the Bank from April 1984 to April 12, 1994; Mr.
Boney was the President of the Bank from January 14, 1976 to December 31,
1996; and Mr. Heath has been President of the Bank since January 1, 1997
and President of the Company since January 1, 1998.
(3) 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.
(4) Includes shares held by affiliated corporations, close relatives, and
children, and shares held jointly with spouses or as custodians or trustees
for children.
(5) 17,192 shares are registered in the names of corporations.
(6) 100 shares are registered in spouse's name and 5,420 shares are registered
in the name of trustees; the reporting of such shares is not to be
construed as an admission of beneficial ownership; in addition, Mr. Black
is a trustee for Mocomp, Inc., which owns 279,672 shares of the Company's
common stock. The reporting of such shares is not to be construed as an
admission of beneficial ownership by the listed trustees, and none of these
shares are reflected in this table.
(7) 300 shares are registered in spouse's name and 22,000 shares are registered
in the name of trustees; the reporting of such shares is not to be
construed as an admission of beneficial ownership.
(8) 198 shares are registered in spouse's name; the reporting of such shares
are not to be construed as an admission of beneficial ownership.
<PAGE>
Committees the Company and Its Subsidiary
The Company's Board of Directors currently has only one standing
committee, the Examination Committee. This committee consists of three
directors; Lee S. Baker, Chairman, Jan S. Hoover and Martin F. Lightsey. The
Examination Committee will establish the scope and detail of the continuous
audit program for the Company, using an internal auditor to protect against
improper and unsound practices and to furnish adequate protection to all assets
and records. During 1997, the committee did not meet.
The Company does not have a Nominating Committee. Therefore, the Board
of Directors selects candidates for nomination to membership on the Company's
Board. The Board also considers those nomination recommendations by shareholders
which are submitted, in writing, along with biographical and business experience
information, on a timely basis. The Board received no such nominations related
to this year's meeting. Nominations for the 1999 Annual Meeting of Shareholders
should be received prior to November 1, 1998. During 1997, nominations were made
at one meeting.
The Company's sole operating subsidiary is the Bank, which maintains
several standing committees, including an Examination Committee and a Salary
Committee.
Examination Committee. The Bank's Examination Committee consists of
five directors: G. Raymond Ergenbright, Chairman; Benham M. Black, Steven C.
Corell, William P. Heath, Jr., and James S. Quarforth. The Examination Committee
establishes the scope and detail of the continuous audit program and loan
review, which is conducted by the internal auditor to protect against improper
and unsound practices and to furnish adequate protection to all assets and
records.
Subject to approval of the Board of Directors of the Company and the
Company's shareholders, the Bank's Examination Committee engages a qualified
firm of certified public accountants to conduct such audit work as is necessary
and receives written reports. In addition, the auditor of the Company and its
subsidiary, the Bank, reports to the chairman of the Examination Committee on
all matters relating to the Company and the Bank. During 1997, the committee
held five meetings.
Personnel and Salary Committee. The Bank's Personnel and Salary
Committee consists of four directors: Jan S. Hoover, Chairman, Lee S. Baker,
Martin F. Lightsey and James S. Quarforth. The Personnel and Salary Committee
provides overall guidance to salary compensation of all personnel. The committee
reviews salary administration, as necessary, including evaluation, salary grades
and ranges, salary surveys, and recommends to the Board of Directors salary
changes when needed. During 1997, the committee held four meetings.
Compensation Committee Interlocks and Insider Participation
<PAGE>
No member of the Bank's Personnel and Salary Committee is or has been
an employee of the Company or the Bank. Furthermore, none of the Company's or
the Bank's executive officers has served on the board of directors of any
company of which a member of the committee is an employee.
Other Transactions With Management
The Company has had, and expects to have in the future, transactions in
the ordinary course of business with a number of its directors, officers,
principal shareholders and their associates on substantially the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others and do not involve more than
the normal risk of collectability or present other unfavorable features.
During 1997, the highest aggregate extension of credit to directors,
officers, principal shareholders and their associates as a group amounted to
$887,656 which is 2.15% of the equity capital of the Company, and the
outstanding balances of these credits as of December 31, 1997 amounted to
$887,656 which is 2.15% of the equity capital of the Company.
During 1997, there were no extensions of credit to a director, officer,
principal shareholder and/or their associates which exceeded 10% of the
Company's capital.
Directors' Fees and Attendance
During 1997, directors were paid fees at the rate of $110.00 for
attendance at each monthly meeting and each special meeting of the Board of
Directors. The total directors' fees paid for 1997 were $7,040. Full-time,
salaried officers of the Company were not paid for attendance at any Board of
Directors meeting.
During 1997, there were 14 meetings of the Board of Directors and each
nominee attended more than 75% of the meetings of the Board of Directors, except
James S. Quarforth who attended 71% of the Board of Directors meetings.
The average attendance of all nominees at Board of Directors meetings
was 92%.
Transactions In Which Directors Have An Interest
During the year 1997, the Company paid $33,346 for legal services to
the firm of Black, Noland and Read, of which Mr. Black is a member, and the
Company proposes to retain this firm to perform legal services for the Company
during 1998.
During 1997, the Company paid $77,307 to Insurance Partners of
Virginia, for various insurance coverages. H. C. Stuart Cochran, a director of
Planters Bank & Trust Company of Virginia, is Vice President and Treasurer of
Insurance Partners of Virginia.
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual
compensation earned by the executive officers of the Bank. Since the Company was
formed as the Bank's holding company effective January 2, 1997, the amounts
reflected below related to compensation earned as an officer of the Bank for
each of the three years listed. The Company has not paid any compensation to
officers of the Company since it was incorporated. However, the individuals
current positions are reflected in the principal positions listed.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Name and ------------------------------------------------------------
Principal All Other
Position Year(1) Salary ($) Bonus($) Compensation( $)(2)
- -------- ------- ----------- ---------- -------------------
<S> <C>
Harry V. Boney, Jr. 1997 85,000 9,194 21,298
Vice Chairman of the Board of 1996 155,000 14,043 25,686
the Bank 1995 145,000 14,882 25,548
William P. Heath, Jr. 1997 132,000 14,278 24,634
President of the Company 1996 115,000 10,419 20,772
and President of the Bank 1995 - - -
Joseph Shomo 1997 95,600 10,341 18,678
Senior Vice President of 1996 90,600 8,209 17,650
the Bank 1995 86,100 8,837 17,035
Fred D. Bowers 1997 88,600 9,584 19,266
Secretary/Treasurer of Company 1996 84,000 7,611 18,640
and Senior Vice 1995 79,800 8,190 18,060
President/Cashier of the Bank
Thomas A. Davis 1997 81,800 8,848 17,462
Senior Trust Officer 1996 78,600 7,121 16,158
of the Bank 1995 74,600 7,656 15,477
</TABLE>
(1) Mr. Boney stepped down as the President of the Company on December 31,
1997, and the Board of Directors elected Mr. Heath as the President of the
Company effective January 1, 1998. Mr. Heath began his employment with the
Bank in 1996.
(2) This amount represents the cost of the following benefits for the named
officer. Medical insurance, disability insurance, life insurance and
retirement are provided for all full-time employees. Amounts of life
insurance are based on individual salary levels for all employees except
officers with the title of vice president or above and trust officer or
above. These officers receive part term life and part whole life based on
individual salary levels. All full-time
<PAGE>
employees who meet the minimum age requirement of 20 1/2 years of age
participate in a defined contribution retirement plan based on total
compensation.
Personnel and Salary Committee Report on Executive Compensation
The Personnel and Salary Committee of the Board of Directors of the
Bank has furnished the following report on executive compensation.
The committee has developed and implemented compensation policies and
plans which seek to enhance the profitability of the Company and maximize
shareholder value by aligning closely the financial interests of its Senior
Officers with those of its Shareholders. The policies are designed to provide
competitive levels of compensation to attract and retain corporate officers and
key employees with outstanding abilities and to motivate them to perform to the
full extent of their abilities. The policies provide for both annual salaries
and participation in an incentive compensation plan with all other employees of
the Company.
The Board of Directors approve base salaries at levels
competitive with amounts paid to senior executives with comparable
qualifications, experience and responsibilities after comparing salary ranges of
similar sized banks located in Virginia. The Virginia Bankers Association Salary
Survey of Virginia Banks is used for comparison of salaries paid for similar
positions and responsibilities. The annual and incentive compensation is also
closely tied to the Company's success in achieving significant financial
performance goals.
The Board of Directors approves the Chief Executive Officer's annual
salary based on the compensation data from selected peer banks, their assessment
of past performance and its expectation as to future contributions in leading
the Company. In addition to the internal measures above, the Board of Directors
also reviews the financial performance of the Company in relation to peer group
averages and predetermined goals set by the Board of Directors. A subjective
approach is used in its evaluation of these factors and therefore does not rely
on a formula or weights of specific factors.
The incentive compensation plan, which includes all employees of the
Company, stresses rewards for achievement of financial goals set each year. This
program rewards employees for producing higher income, reducing costs and
providing customers with excellent service. The formula for 1997 as adopted by
the Board of Directors calls for an incentive of an increasing percentage based
on achievement of specified levels of return on assets and asset growth. The
formula defines the incentive fund available for distribution for the year. The
incentive funds are allocated prorata to all employees based on their salary.
The foregoing report has been furnished by Committee members Hoover,
Baker, Lightsey and Quarforth.
SHAREHOLDER RETURN
Management provides below a line graph which compares the Company's
shareholder return with the return of the NASDAQ stock index and to the returns
of The Carson Medlin Company's
<PAGE>
Independent Bank Index (IBI), an index of 18 financial institutions located in
Florida, Georgia, North Carolina, Tennessee and Virginia, as calculated by The
Carson Medlin Company, Investment Bankers. The total five year return was
calculated for each of the institutions in the peer group taking into
consideration changes in stock price, cash dividends, stock dividends, and stock
splits since December 31, 1993. The individual results were then weighted by the
market capitalization of each institution in the survey relative to the entire
peer group.
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C>
Planters Bank & Trust Company of Virginia 100 140 178 210 261 299
Independent Bank Index 100 125 153 208 248 358
NASDAQ Index 100 115 112 159 195 240
</TABLE>
Specifically, this graph was created by comparing the percentage change
in stock prices for the Company and both indices on a year to year basis,
looking only at the closing price of the stock as of December 31 of each year
surveyed. Accordingly, this graph may be affected by unusually high or low of a
given year. prices at December 31, 1993 or by temporary swings in stock price at
December 31 of a given year.
ITEM 2
APPROVAL OF AUDITORS
The Board of Directors has again selected the firm of Yount, Hyde &
Barbour, P.C. to serve as the Company's independent auditors for the year
beginning January 1, 1998, and is requesting shareholders' approval of this
selection. The firm is considered well qualified for the task and the Board
recommends approval. During 1997, annual audit fees, including review of filings
with SEC, Annual Report to Shareholders, Annual Proxy Statement and preparation
of the corporate income tax return amounted to $60,659. These professional
services provided were approved by the Board of Directors. Services were
provided at independent accountants' regular and customary rates.
It is expected that a representative of Yount, Hyde & Barbour, P.C.
will be present at the Annual Meeting of Shareholders. Such representative will
have an opportunity to make a statement, if he so desires, and will be available
to respond to appropriate questions from shareholders.
ITEM 3
OTHER MATTERS
<PAGE>
Management knows of no other matter to be presented for consideration
at the meeting by management or by shareholders, other than matters described
herein. If any other matters shall properly come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote thereon in the
interest of the Company according to their best judgment.
INFORMATION RELATING TO SHAREHOLDER PROPOSALS
In the event shareholders of the Company intend to make any proposals
to be presented at the next Annual Meeting of Shareholders of the Company to be
held April 26, 1999, such proposals must be received at the Company's principal
executive offices at 24 South Augusta Street, Staunton, Virginia 24401, by
November l, 1998, in order for such proposals to be included in the Company's
proxy statement and form of proxy relating to such meeting.
AVAILABILITY OF FORM 10-K
ON OR ABOUT MARCH 31, 1998, THE COMPANY, WILL FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION AN ANNUAL REPORT (FORM 10-K) FOR THE YEAR 1997. THE
COMPANY WILL PROVIDE A COPY OF THE COMPANY'S FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, WITHOUT CHARGE, TO ANY PERSON FROM WHOM
THE BOARD OF DIRECTORS HAS SOLICITED A PROXY FOR USE AT THE ANNUAL MEETING OF
SHAREHOLDERS, UPON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO MR. FRED D.
BOWERS, SECRETARY/TREASURER, VIRGINIA FINANCIAL CORPORATION, DRAWER 1309,
STAUNTON, VIRGINIA 24402-1309.
BY ORDER OF THE BOARD OF DIRECTORS
STAUNTON, VIRGINIA
March 27, 1998 William P. Heath, Jr. , President
<PAGE>
PROXY
Virginia Financial Corporation
1998 Annual Meeting of Shareholders
Held April 27, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned Shareholder hereby constitutes and appoints H. C.
Stuart Cochran and Steven C. Corell, or either of them, proxies of the
undersigned, with full power of substitution, to vote the shares of common stock
of Virginia Financial Corporation, outstanding in the name of the undersigned,
at the 1998 Annual Meeting of Shareholders of Virginia Financial Corporation to
be held at the Main Office of Planters Bank & Trust Company of Virginia, located
at 24 South Augusta Street, Staunton, Virginia, on the 27th day of April, 1998,
at 7:30 p.m., local time, and at any adjournment of adjournments thereof, with
all powers the undersigned would possess if personally present:
ITEM 1: To elect the seven (7) nominees for Directors as set forth in the Proxy
Statement including voting for a lesser number, if a vacancy occurs among the
nominees, and voting in respect to any substitute nominee of nominees designated
by the Board of Directors.
_____FOR all nominees listed below _____WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
Lee S. Baker Jan S. Hoover
Benham M. Black Martin F. Lightsey
Harry V. Boney, Jr. James S. Quarforth
William P. Heath, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)
I withhold authority for ______________________________________________________
ITEM 2: To ratify the appointment of Yount, Hyde & Barbour, P.C, as independent
public accountants for the year ending December 31, 1998.
_____FOR _____AGAINST
ITEM 3: To take action upon such other matters as may properly come before the
meeting or any adjournment of adjournments thereof:
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ON ITEMS 1 AND 2 LISTED ABOVE,
AND YOUR PROXY WILL BE VOTED FOR ITEMS 1 AND 2 IF NO SPECIFICATION IS MADE. IF
ANY OTHER MATTERS COME BEFORE THE MEETING, THIS PROXY BE VOTED WITH RESPECT
THERETO IN THE INTEREST OF THE COMPANY ACCORDING TO THE BEST JUDGMENT OF THE
PERSON OR PERSONS VOTING THE PROXY.
(Over)
<PAGE>
This proxy is revocable by you at any time prior to the voting of the
shares represented, by notifying the Secretary of the Company in writing before
such vote or by filing another proxy with the Secretary bearing a later date.
Shareholders who are present at the meeting may withdraw their proxy and vote in
person. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such. Both joint holders should sign.
Dated ______________________, 1998 _______________________________(SEAL)
Number of Shares ___________ _______________________________(SEAL)
_______________________________(SEAL)
Return to:
Virginia Financial Corporation
P.O. Drawer 1309
Staunton, Virginia 24402-1309
