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, 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
VIRGINIA FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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 is 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 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>
March 16, 1999
[VFC Letterhead]
Dear Shareholder:
The Annual Meeting of Shareholders of Virginia Financial Corporation will be
held Monday, April 26, 1999, 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 Corporation's 1998 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 1998 is evidenced in the Corporation's continued growth. We
appreciate your efforts and look forward to 1999.
Your dividend check for the first quarter of 1999 is enclosed.
Very truly yours,
/s/ William P. Heath, Jr.
William P. Heath, Jr.
President
Enclosures
<PAGE>
VIRGINIA FINANCIAL CORPORATION
24 SOUTH AUGUSTA STREET
P. O. DRAWER 1309
STAUNTON, VIRGINIA 24402-1309
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 1999
TO THE SHAREHOLDERS OF VIRGINIA FINANCIAL CORPORATION:
Notice is hereby given that the 1999 Annual Meeting of Shareholders of Virginia
Financial Corporation 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 26, 1999, at 7:30 p.m., local time, for the following purposes:
ITEM 1. To elect directors of the Corporation 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. 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 16, 1999 as the
date of record for the determination of shareholders entitled to notice of, and
to vote at, the 1999 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 Corporation's 1998 Annual Report. It is the intent
of management to mail the proxy materials on March 26, 1999.
By order of the Board of Directors,
/s/ William P. Heath, Jr.
William P. Heath, Jr.
President
March 26, 1999
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 24402-1309
PROXY STATEMENT
1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 1999
It is the intent of management to mail this Proxy Statement on March 26, 1999.
This statement is furnished in connection with the solicitation of proxies to be
used at the 1999 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 Monday,
April 26, 1999, 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 Corporation 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 March 16, 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 Corporation outstanding and
entitled to vote at the Annual Meeting is 4,000,000. The Corporation 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 Corporation 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.
<PAGE>
Thus, although abstentions and broker non-votes (shares held by customers which
may not be voted on certain matters because the broker has not yet 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 the 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 Corporation.
Solicitations will be made only by the use of the mails, except that officers
and regular employees of the Corporation 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 Corporation 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 Corporation'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> <C> <C>
Common Carlyle Van D. Cochran 271,826 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 the Corporation's 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 Corporation's Bylaws, the Board of Directors has the
power to fix the number of directors of the Corporation 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 than 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 AS
DIRECTOR OCCUPATION DURING OF MARCH 16, 1999
NAME (AGE) SINCE (1) PAST FIVE YEARS (2) (PERCENT OF CLASS) (3)
- --------- ----- --------------- ------------------
<S> <C> <C> <C>
Lee S. Baker, (48) 1984 Owner - Manager 22,156(4)
Staunton Tractor, Inc. *
Benham M. Black, (64) 1969 Chairman of the Board of 19,612(5)
the Corporation and the *
Bank;
Attorney-at-Law,
Black, Noland & Read, P.L.C.
Harry V. Boney, Jr., (65) 1975 Vice Chairman of the Board 25,700(6)
of the Bank *
William P. Heath, Jr., (53) 1997 President of the Corporation 1,996(7)
and the Bank *
Jan S. Hoover, (40) 1995 Vice President and 1,100
Treasurer, *
Arehart Associates, Ltd.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
SERVED AS PRINCIPAL BENEFICIALLY OWNED AS
DIRECTOR OCCUPATION DURING OF MARCH 16, 1999
NAME (AGE) SINCE (1) PAST FIVE YEARS (2) (PERCENT OF CLASS) (3)
--------- --------- --------------- ------------------
<S> <C> <C> <C>
Martin F. Lightsey, (56) 1995 President and CEO, 3,050
Specialty Blades, Inc. *
James S. Quarforth, (44) 1995 President, CEO and Director, 800
CFW Communications Co.; *
Director, American
Telecasting, Inc.
All directors and executive 83,460
officers as a group 2.09%
(8 persons)
</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 Corporation 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; Mr. Heath has been President of the Bank since
January 1, 1997 and President of the Corporation 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) 18,192 shares are registered in the name of corporations.
(5) 100 shares are registered in spouse's name; 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 Corporation'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.
(6) 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.
(7) 298 shares are registered in spouse's name; the reporting of such shares
is not to be construed as an admission of beneficial ownership.
<PAGE>
COMMITTEES OF THE CORPORATION AND ITS SUBSIDIARY
The Corporation'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
Corporation, using an internal auditor to protect against improper and unsound
practices and to furnish adequate protection to all assets and records. During
1998, the committee did not meet.
The Corporation does not have a Nominating Committee. Therefore, the Board of
Directors selects candidates for nomination to membership on the Corporation'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 2000 Annual Meeting of Shareholders
should be received prior to November 1, 1999. During 1998, nominations were made
at one meeting.
The Corporation'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 four
directors: James S. Quarforth, Chairman; Benham M. Black, Steven C. Corell, and
Lee S. Baker. 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 Corporation, the Bank's
Examination Committee engages a qualified firm of certified public accountants
to conduct such audit work as is necessary and to receive written reports. In
addition, the auditor of the Corporation and its subsidiary, the Bank, reports
to the chairman of the Examination Committee on all matters relating to the
Corporation and the Bank. During 1998, the committee held five meetings.
PERSONNEL AND SALARY COMMITTEE. The Bank's 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 1998, the committee held six meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Bank's Personnel and Salary Committee is or has been an
employee of the Corporation or the Bank. Furthermore, none of the Corporation's
or the Bank's executive officers has served on the board of directors of any
Corporation of which a member of the committee is an employee.
<PAGE>
OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation 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 collectibility or present other unfavorable features.
During 1998, the highest aggregate extension of credit to directors, officers,
principal shareholders and their associates as a group amounted to $962,707
which is 2.12% of the equity capital of the Corporation, and the outstanding
balances of these credits as of December 31, 1998 amounted to $962,707 which is
2.12% of the equity capital of the Corporation.
During 1998, there were no extensions of credit to a director, officer,
principal shareholder and/or their associates which exceeded 10% of the
Corporation's capital.
DIRECTORS' FEES AND ATTENDANCE
During 1998, directors were paid fees at the rate of $120.00 for attendance at
each monthly meeting and each special meeting of the Board of Directors. The
total directors' fees paid for 1998 were $9,600. Full-time, salaried officers of
the Corporation were not paid for attendance at any Board of Directors meeting.
During 1998, there were 14 meetings of the Board of Directors and each nominee
attended more than 75% of the meetings.
The average attendance of all nominees at Board of Directors meetings was 96%.
TRANSACTIONS IN WHICH DIRECTORS HAVE AN INTEREST
During the year 1998, the Corporation paid $53,860 for legal services to the
firm of Black, Noland and Read, P.L.C., of which Mr. Black is a member.
During 1998, the Corporation paid $74,512 to Insurance Partners of Virginia, for
various insurance coverages. H. C. Stuart Cochran, a director of Planters Bank &
Trust Company of Virginia, is Vice President and Treasurer of Insurance Partners
of Virginia.
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual compensation earned
by the executive officers of the Bank. Since the Corporation was formed as the
Bank's holding company effective January 2, 1997, the amounts reflected below
related to compensation earned as an officer of the Bank for each of the three
years listed. However, the individuals' current positions are reflected in the
principal positions listed.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1)
- -------- ---- --------- -------- ----------------
<S> <C> <C> <C> <C>
William P. Heath, Jr. 1998 142,000 11,318 23,581
President of the Corporation 1997 132,000 14,278 24,634
and President of the Bank 1996 115,000 10,419 20,772
Joseph Shomo 1998 100,850 8,038 18,452
Senior Vice President of 1997 95,600 10,341 18,678
the Bank 1996 90,600 8,209 17,650
Fred D. Bowers 1998 94,000 7,492 19,663
Secretary/Treasurer of the 1997 88,600 9,584 19,266
Corporation and Senior Vice 1996 84,000 7,611 18,640
President/Cashier of the Bank
Thomas A. Davis 1998 85,890 6,846 16,626
Senior Trust Officer 1997 81,800 8,848 17,462
of the Bank 1996 78,600 7,121 16,158
</TABLE>
- -----------------
(1) 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 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.
<PAGE>
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 Corporation 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 Corporation.
The Board Of Directors sets base salaries at levels competitive with amounts
paid to senior executives with comparable qualifications, experience and
responsibilities after comparing salary ranges of similarly 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 Corporation'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 and its assessment of
both the Chief Executive Officer's past performance and expected future
contributions in leading the Corporation. In addition to the internal measures
above, the Board of Directors also reviews the financial performance of the
Corporation 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
Corporation, 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 1998 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. This
formula defines the incentive fund available for distribution for the year. The
incentive funds are allocated pro rata to all employees based on their earnings.
The foregoing report has been furnished by Committee members Hoover, Baker,
Lightsey and Quarforth.
<PAGE>
SHAREHOLDER RETURN
Management provides below a line graph which compares the Corporation's
shareholder return to the returns of the NASDAQ stock index and to the returns
of The Carson Medlin Company's Independent Bank Index (IBI), an index of 23
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.
[GRAPH]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
VIRGINIA FINANCIAL CORPORATION 100 127 149 186 213 256
INDEPENDENT BANK INDEX 100 119 151 191 280 296
NASDAQ INDEX 100 98 138 170 209 293
Specifically, this graph was created by comparing the percentage change in stock
prices for the Corporation 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 prices at
December 31, 1993 or by temporary swings in stock price at December 31 of a
given year.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Yount, Hyde & Barbour, P.C. served as the Corporation's principal independent
certified public accountants for the fiscal year ended December 31, 1998. No
company has been selected by the Board of Directors to act as the Corporation's
independent certified public accountants for the current fiscal year. The Board
will make this decision later in the year. A representative of Yount, Hyde &
Barbour, P.C. will be present at the Annual Meeting of Shareholders and will be
given the opportunity to make a statement and respond to appropriate questions
from the shareholders.
OTHER MATTERS
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 Corporation according to their best judgment.
INFORMATION RELATING TO SHAREHOLDER PROPOSALS
In the event shareholders of the Corporation intend to make any proposals to be
presented at the next Annual Meeting of Shareholders of the Corporation to be
held April 24, 2000, such proposals must be received at the Corporation's
principal executive offices located at 24 South Augusta Street, Staunton,
Virginia 24401, by November 1, 1999, in order for such proposals to be included
in the Corporation's proxy statement and form of proxy relating to such meeting.
AVAILABILITY OF FORM 10-K
ON OR ABOUT MARCH 31, 1999, THE CORPORATION WILL FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION AN ANNUAL REPORT (FORM 10-K) FOR THE YEAR 1998. THE
CORPORATION WILL PROVIDE A COPY OF THE CORPORATION'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,
/s/ William P. Heath, Jr.
William P. Heath, Jr.
President
March 26, 1999
<PAGE>
PROXY
VIRGINIA FINANCIAL CORPORATION
1999 Annual Meeting of Shareholders
Held April 26, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned Shareholder hereby constitutes and appoints G. Raymond
Ergenbright and Elizabeth M. Schreiber, 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 1999 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 26th day of April, 1999,
at 7:30 p.m., local time, and at any adjournment or 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 or nominees designated
by the Board of Directors.
<TABLE>
<CAPTION>
<S> <C> <C>
_____ 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.
</TABLE>
(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 take action upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ON ITEM 1 LISTED ABOVE, AND YOUR
PROXY WILL BE VOTED FOR ITEM 1 IF NO SPECIFICATION IS MADE. IF ANY OTHER MATTERS
COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED WITH RESPECT THERETO IN THE
INTEREST OF THE CORPORATION ACCORDING TO THE BEST JUDGMENT OF THE PERSON OR
PERSONS VOTING THE PROXY.
<PAGE>
This proxy is revocable by you at any time prior to the voting of the shares
represented, by notifying the Secretary of the Corporation 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____________________ , 1999 ___________________________ (SEAL)
Number of Shares_______________ ___________________________ (SEAL)
___________________________ (SEAL)
Return to:
Virginia Financial Corporation
P.O. Drawer 1309
Staunton, Virginia 24402-1309
