SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
EASTERN VIRGINIA BANKSHARES, INC.
(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>
EASTERN VIRGINIA BANKSHARES, INC.
307 CHURCH LANE
TAPPAHANNOCK, VIRGINIA 22560-1005
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
THURSDAY, MAY 20, 1999
The second Annual Meeting of Shareholders of Eastern Virginia Bankshares, Inc.
(the "Company" or "EVB") will be held at Saint Margaret's School, 444 Water
Lane, Tappahannock, Virginia on Thursday, May 20, 1999, at 9:30 A.M. for the
following purposes:
1. To elect directors to serve for the ensuing year and until their successors
are elected and qualified;
2. To ratify the appointment by the Board of Directors of Yount, Hyde and
Barbour, P.C., independent certified public accountants, as auditors for
the Company for the ensuing year; and
3. To act upon such other matters as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on April 9, 1999, will be
entitled to vote at the Annual Meeting.
Attendance at the Annual Meeting will be limited to shareholders of record,
persons holding proxies from shareholders, and certain representatives of the
press and financial community. If you wish to attend the Annual Meeting, but
your shares are held in the name of a broker, bank or other nominee, you should
bring with you written confirmation from such nominee of your beneficial
ownership.
You are invited to attend the Annual Meeting in person. Whether you plan to
attend or not, it is important that your shares be represented. Please
complete, sign, date and return the enclosed proxy card promptly in the
enclosed self-addressed, postage-paid envelope. If you attend the meeting, you
may vote in person even if you have previously returned a Proxy Card.
Directors and Officers of the Company as well as a representative of Yount,
Hyde & Barbour, P.C., certified public accountants, will be present at the
meeting to answer any questions that shareholders may have. DUE TO LIMITED
SEATING SPACE, LUNCH WILL NOT BE SERVED.
By Order of the Board of Directors
/s/ L. E. Dawson, Jr.
---------------------
L. Edelyn Dawson, Jr.
Corporate Secretary
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN
PERSON OR THROUGH YOUR PROXY.
Tappahannock, Virginia
April 27, 1999
<PAGE>
EASTERN VIRGINIA BANKSHARES, INC.
PROXY STATEMENT
This Proxy Statement and the enclosed proxy card ("Proxy") are furnished in
connection with the SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF
EASTERN VIRGINIA BANKSHARES, INC. to be voted at the 1999 Annual Meeting of
Shareholders to be held Thursday, May 20, 1999, at 9:30 a.m. at Saint
Margaret's School, 444 Water Lane, Tappahannock, Virginia, and any adjournment
thereof. The distribution of this Proxy Statement and related proxy material
will commence on or about April 27, 1999.
VOTING AND REVOCATION OF PROXIES
All properly executed proxies delivered pursuant to this solicitation will be
voted at the Annual Meeting in accordance with instructions noted thereon or,
if no direction is indicated, they will be voted in favor of the proposals set
forth in the Notice of Annual Meeting. Any shareholder giving a proxy has the
right to revoke it at any time before the proxy is voted by giving written
notice to the Secretary of the Company, by executing or delivering a substitute
proxy or by attending the Annual Meeting and revoking the proxy at the meeting.
VOTING RIGHTS OF SHAREHOLDERS
Only Shareholders of record at the close of business on April 9, 1999, will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. As of the close of business on the record date, 5,131,034 shares of
Common Stock, par value $2.00 per share, were outstanding and entitled to vote
at the Annual Meeting. The Company has no other class of stock outstanding.
Each share of Common Stock will entitle the holder thereof to one vote on all
matters to come before the Annual Meeting. A majority of the votes entitled to
be cast, represented in person or by proxy, will constitute a quorum for the
transaction of business.
SOLICITATION OF PROXIES
The cost of the solicitation of proxies will be borne by the Company. In
addition to solicitation by use of the mail, certain officers and employees of
the Company (who will not be compensated in addition to their regular salaries)
may solicit proxies personally or by telephone. The Company will, upon written
request, reimburse brokerage firms and other custodians, nominees and
fiduciaries, for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners of EVB Common Stock.
PROPOSAL 1. ELECTION OF DIRECTORS
The nine individuals named below, each of whom currently serves on the Board of
Directors, will be nominated to serve as directors until the 2000 Annual
Meeting of Shareholders. A majority vote is required for their election.
Company bylaws provide that at the first five annual elections of Directors of
EVB, beginning in 1998, nominations made by the Board of EVB will consist of
five individuals designated by Directors of EVB who are also Directors of
Southside Bank and four individuals designated by Directors of EVB who are also
Directors of Bank of Northumberland, Inc. The persons named in the proxy will
vote for the election of nominees named below unless authority is withheld. If
for any reason any of the persons named 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.
1
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES SET
FORTH BELOW. The nine nominees receiving the greatest number of affirmative
votes cast at the Annual Meeting will be elected.
<TABLE>
<CAPTION>
NAME (AGE) DATE FIRST
OF DIRECTOR ELECTED PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- ----------------------- ----------- ----------------------------------------------------------
<S> <C> <C>
Thomas M. Boyd, Jr. 1997 President and Chief Executive Officer of EVB since its
Age 59 formation in December, 1997, and President and Chief
Executive Officer and a Director of Southside Bank
since 1982
W. Rand Cook 1997 Attorney with McCaul, Martin, Evans & Cook, P.C. in
Age 45 Mechanicsville, Virginia and a Director of Southside
Bank since 1996
Robert L. Covington 1997 Chairman of the Board of EVB since its formation in
Age 73 December 1997, and Chairman of the Board of Bank of
Northumberland, Inc. since 1991 and a Director of Bank
of Northumberland, Inc. since 1968. He was the President
and Chief Executive Officer of Bank of Northumberland,
Inc. prior to 1991
L. Edelyn Dawson, Jr. 1997 Secretary of the Board of EVB and Senior Vice President
Age 58 and Secretary of the Bank of Northumberland, Inc. since
1991 and a Director of the Bank of Northumberland, Inc.
since 1997
F. L. Garrett, III 1997 Vice Chairman of the Board of EVB and Chairman of the
Age 59 Board of Southside Bank, and a director of Southside
Bank since 1982. Oysterman and realtor in Essex County,
Virginia
F. Warren Haynie, Jr. 1997 Attorney with F. Warren Haynie, Jr., P.C. in Heathsville,
Age 60 Virginia and a Director of Bank of Northumberland, Inc.
since 1987
Eric A. Johnson 1997 General Manager of Mason Realty, Inc. in Urbanna,
Age 45 Virginia, and a Director of Southside Bank since 1988
William L. Lewis 1997 Attorney with Lewis & Ware, P.C. in Tappahannock,
Age 48 Virginia and a Director of Southside Bank since 1989
Lewis R. Reynolds 1997 Executive Vice President of EVB, and President and
Age 48 Chief Executive Officer of Bank of Northumberland, Inc.
since 1991, and a Director of Bank of Northumberland,
Inc. since 1994
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES
During 1998, the Board of Directors held twelve regular monthly meetings, and
one special meeting. All incumbent directors attended at least 75% of such
meetings. The full Board acts on all matters and has appointed no standing
committees other than the Audit Committee.
AUDIT COMMITTEE. The Audit Committee, whose members are Messrs. Johnson, Cook
and Haynie, recommends the independent auditors to be selected by the Board,
discusses with the independent auditors the scope of their proposed audit,
reviews the audit reports, discusses with management the implementation of the
auditor's recommendations, reviews the fee of the independent auditors for
audit and non-audit services, reviews the adequacy of the Company's system of
internal controls and reviews reports of audit activities performed by the
Company's internal auditor. The Committee met once in 1998.
2
<PAGE>
DIRECTORS FEES. Directors fees of $38,200 were paid by the Company in 1998.
Each director receives an annual retainer of $2,400 plus a fee of $400 per
meeting attended. Members of the Board who also serve as salaried officers of
subsidiary banks do not receive director's fees.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of April 9, 1999, relating to
beneficial ownership of Company Common Stock held by each director and director
nominee and each executive officer named in the Summary Compensation Table
below, and by the directors and all executive officers as a group.
As of April 9, 1999, no person beneficially owned 5% or more of the Company's
Common Stock. Mr. Covington is the only director who beneficially owned more
than 1% of the Company's Common Stock. His percentage ownership as of April 9,
1999 was 1.63%, and the directors and all executive officers as a group
beneficially owned as of that date 4.05% of the outstanding shares of Common
Stock.
<TABLE>
<CAPTION>
Name Stock Ownership
- --------------------------------------------- ----------------
<S> <C>
Thomas M. Boyd, Jr. 23,682
W. Rand Cook 1,172
Robert L. Covington 83,534
L. Edelyn Dawson, Jr. 16,256
F. L. Garrett, III 23,224
F. Warren Haynie, Jr. 4,000
Eric A. Johnson 5,442
William L. Lewis 20,335
Lewis R. Reynolds 18,238
All present executive officers and directors
as a group (10 persons) 207,913
</TABLE>
EXECUTIVE COMPENSATION
Executive Officers of EVB receive no compensation from EVB. At present, all
executive officers of EVB also are executive officers of either Southside Bank
or Bank of Northumberland, Inc. which do compensate their executive officers.
The table below, sets forth certain information concerning the annual and
long-term compensation earned by the Chief Executive Officer and all other
executive officers of the Company whose total compensation exceeded $100,000,
for each of the three fiscal years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
------------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION 401 (k) (2)
- ---------------------- ------ ----------- ---------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Thomas M. Boyd, Jr. 1998 $120,000 $ 100 $3,600
President and Chief 1997 $114,000 $ 100 $4,560
Executive Officer 1996 $108,000 $ 100 $ 6,696 $6,480
Lewis R. Reynolds 1998 $ 87,200 $21,420 --
Executive Vice 1997 $ 83,900 $19,371 --
President 1996 $ 77,428 $17,710 --
</TABLE>
- ----------
(1) The value of perquisites and other personal benefits did not exceed the
lesser of $50,000 or ten percent of total annual salary and bonus.
(2) These amounts represent contributions to a 401 (k) Plan and Profit Sharing
Plan.
3
<PAGE>
EMPLOYMENT CONTRACTS
The Company's subsidiary Bank of Northumberland, Inc. has employment agreements
with certain Bank executive officers, including Mr. Reynolds and Mr. Dawson to
serve as officers of Bank of Northumberland, Inc. Both contracts are for
five-year terms and expire on November 13, 2001. Each contract also provides
for automatic renewals for successive terms on one year at a time, unless the
contract is terminated by Bank of Northumberland, Inc. or the employee. Both
officers' salary are determined at the sole discretion of Bank of
Northumberland, Inc's. Board of Directors, with a minimum 1996 salary of
$72,628 for Mr. Reynolds and $67,450 for Mr. Dawson. In the event that either
officer's employment is terminated under this agreement within six months
before or 18 months after a change of control of Bank of Northumberland, Inc.,
the officer is entitled to receive the greater of (i) his current salary and
benefits or (ii) the level of such salary and benefits in effect over the most
recent 12 months preceding the date of his termination of employment. Each
officer would be eligible to receive this compensation subsequent to his
termination in these circumstances over the longer of (i) an additional 12
months, or (ii) the remainder of his unexpired original term.
SHAREHOLDER RETURN ON INVESTMENT
The Company is subject to the rules of the Securities and Exchange Commission
(the "SEC") that require all public companies to present a graph of total
investment return in their annual proxy statements. The rules require a line
graph which compares the Corporation's cumulative shareholder return on its
Common Stock with the Standard & Poor's 500 Stock Index ("S&P 500 Stock Index")
and either a published industry index or an index of peer companies selected by
the Corporation. The graph below presents a comparison of the Corporation's
performance with the S&P 500 Stock Index and the SNL Securities $250 to $500
million Bank Index ("the SNL $250m-$500m Bank Asset Size Index"), assuming that
investments of $100 were made on January 2, 1998, and that divdidends were
reinvested. SNL Securities, based in Charlottesville, Virginia is a research
and publishing firm specializing in the collection and dissemination of data on
the financial securities industry. This graph covers the period of time from
the beginning of trading in EVBS stock in January, 1998 through December 31,
1998.
[GRAPH]
E. VA S&P 500 SNL
------- -------- -----
1/12/98 100 100 100
3/31/98 124.64 113.41 106.01
6/30/98 126.73 117.15 106.38
9/30/98 104.64 105.50 90
12/31/98 103.76 127.96 89.85
<TABLE>
<CAPTION>
PERIOD ENDING
-------------------------------------------------------------------
INDEX 1/2/98 3/31/98 6/30/98 9/30/98 12/31/98
- --------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Eastern Virginia Bankshares, Inc. 100.00 124.64 126.73 104.64 103.76
S&P 500 100.00 113.41 117.15 105.50 127.96
SNL $250M-$500M Bank Asset-Size Index 100.00 106.01 106.38 90.00 89.85
</TABLE>
While the growth in the Corporation's stock price since its inception a year
ago has lagged behind the S&P 500 Stock Index, the Coporation outperformed its
peer group.
4
<PAGE>
INTEREST OF DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS
The Company's banking subsidiaries extended credit to directors and officers of
the Company and its subsidiaries during 1998. All such loans (i) were made in
the ordinary course of business, (ii) were made on substantially the same terms
including interest rates and collateral requirements as those of comparable
loans to other customers, and (iii) did not involve more than the normal risk
of collectibility nor do they present other unfavorable features.
The banking subsidiaries of the Company, pursuant to the Company's employee
loan policy, make individual general purpose loans on a nondiscriminatory basis
to employees of subsidiaries at interest rates below those for comparable
transactions with other persons. This policy does not extend to executive
officers, principal officers or directors. The subsidiary banks are prohibited
from making loans, with the exception of residential mortgages and educational
loans, to executive officers in excess of certain dollar limits fixed by
banking laws.
F. Warren Haynie, Jr., a director of the Company, is a principal in the
Heathsville law firm of F. Warren Haynie, Jr. P.C., which serves as legal
counsel for Bank of Northumberland, Inc. William L. Lewis, a director of the
Company, is a principal in the Tappahannock law firm of Lewis and Ware, P.C.,
which serves as legal counsel for Southside Bank
COMPLIANCE WITH STOCK OWNERSHIP REPORTING REQUIREMENTS
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors and executive officers of the Company are required to file reports
with the SEC indicating their holdings of and transactions in the Company's
stock. To the Company's knowledge, based on the December 29, 1997 formation
date of the Company, review of stock transfer records and oral representations
that no other reports were required, insiders of the Company complied with all
filing requirements during 1998.
PROPOSAL 2. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed Yount, Hyde & Barbour, P.C., as the
Company's independent public accountants for the year 1999, and has further
directed that management submit the selection of independent public accountants
for ratification by the shareholders at the Annual Meeting. Yount, Hyde &
Barbour, P.C. has served as the Company's independent public accountants since
the Company's formation in 1997. The firm has advised the Company that neither
the firm nor any member of the firm now has, or has held during the past five
years, any direct or indirect financial interest in the Company or any of its
subsidiaries. Representatives of the firm are expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, management of the Company has no
knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matter properly comes
before the Annual Meeting, the persons named in the accompanying proxy intend
to vote such proxy, to the extent entitled, in accordance with their best
judgment.
PROPOSALS FOR THE 2000 ANNUAL MEETING
SEC Reg. 240.14a-8.(a)(3)(i) provides that, in addition to any other applicable
requirements, for business to be properly brought before the Annual Meeting by
a shareholder (including shareholder nominations of Director candidates), the
shareholder must give timely notice to the Secretary of the Company at least
120 days prior to the proxy statement date for the Annual Meeting. As to each
matter, the notice must comply with certain informational requirements set
forth in the Bylaws.
In order for a shareholder proposal to be considered for possible inclusion in
the 2000 Proxy Statement, it must be received by the Secretary of the Company
no later than November 30, 1999.
5
<PAGE>
IMPACT OF THE YEAR 2000 ISSUE
THE PROBLEM
The Year 2000 issue (Y2K) involves the risk that computer programs and computer
systems may not be able to perform without interruption into the new
millennium. On older computers, memory and storage space were limited and
expensive. In many cases, only the last two digits of the year (99) were used,
with the century (19) being implied. At the turn of the century, some computers
may recognize the year "00" as 1900 instead of 2000, causing problems ranging
from minor inaccuracies to systems failures. EVB is committed to achieving Year
2000 readiness well in advance of the millennium change. It is EVB's goal to
continue to deliver uninterrupted and unparalleled service into the 21st
century and beyond.
EVB and its subsidiary banks are dependent upon various hardware and software
systems which may be impacted by this century date change. In 1997, the
Corporation initiated a review and assessment of all possible systems which may
be affected, including hardware, software, telecommunications, environmental
systems and security systems. Based on this assessment the Corporation believes
that its mainframe hardware and banking software are currently Y2K compliant.
However testing is required to confirm this. Testing began in early 1998 and
will continue through the second quarter of 1999. For some systems, the
Corporation determined that replacement or modification of certain pieces of
hardware would be required for systems to function properly in the year 2000. A
new mainframe computer was installed in the third quarter of 1998, and
provisions have been made for other equipment that has been determined not to
be year 2000 compliant.
YEAR 2000 PROJECT PHASES
In 1997, EVB developed a comprehensive five step plan to prepare for the
millennium change as outlined below:
PHASE I - ORGANIZATIONAL AWARENESS - Management determined that the strategic
importance of Year 2000 as a business objective must be understood by the Board
of Directors, senior management, officers and employees of all affiliates.
PHASE II - ASSESSING ACTIONS AND DEVELOPING DETAILED PLANS - Management created
a detailed inventory of centralized and decentralized software, hardware, and
networks as well as equipment that might contain embedded computer chips, and
logic. This inventory went beyond the obvious business computer processing
systems to also include HVAC systems, vaults, and security equipment.
PHASE III - RENOVATING SYSTEMS, APPLICATIONS, AND EQUIPMENT - In this phase,
the necessary upgrading of hardware and operating systems takes place. In
addition, the contingency plans are developed identifying alternative
approaches if renovations of current software, hardware and equipment should
fail to adequately correct any deficiencies.
PHASE IV - VALIDATING RENOVATED SYSTEMS THROUGH TESTING - In this phase EVB has
developed and coordinated detailed test schedules with correspondents and
vendors to ensure Year 2000 preparedness.
PHASE V - IMPLEMENTATION - Implementation requires careful planning to ensure
that interrelated applications are coordinated as to when they go into
production. This phase also includes monitoring of systems throughout 1999 and
into 2000 to ensure date functions and interdependencies work properly.
MISSION CRITICAL SYSTEM TESTING
Based on the areas identified, the banks have prioritized the systems into
three categories: mission critical, medium risk and low risk. Mission critical
applications have been certified as compliant by the specific vendors. The
banks are currently testing these systems and project that the majority of
testing will be completed by early second quarter 1999. An FDIC review of the
vendor that provides our primary hardware and software has been completed and
the vendor's performance was rated as completely satisfactory. Additionally we
have completed proxy testing these same systems. The banks have also received
verification of compliance from vendors in the medium risk and low risk
categories. All vendors are either compliant or have documented projects with
completion dates prior to June 30, 1999. Corporate management has been working
steadily on all related aspects of
6
<PAGE>
business that could be affected, and EVB has been scrutinized by regulatory
authorities to ensure that it is proceeding with a prudent plan of action for
year 2000 readiness and keeping its customers informed.
As of December 31, 1998, EVB and its subsidiary banks have spent approximately
$100,000 associated with Year 2000 compliance. These costs include testing,
training, hardware and software replacement and upgrades. It is anticipated
that another $75,000 will be expended to complete the Year 2000 changes and
testing. EVB estimates that 1998 cost of addressing this Y2K issue was
approximately 1.3% of 1998 earnings (or 0.29% of assets) which was immaterial
when considering the size of the Corporation. Year 2000 issue costs in 1999 and
2000 are also expected to be immaterial. The projections of total costs of
EVB's Year 2000 project and the expected completion dates are based on EVB's
best estimates, which are necessarily based in part on assumptions of future
events including the availability of adequate resources and completion of third
party modification plans.
Management believes it has taken all reasonable steps to minimize the
operational, regulatory and legal risks associated with the century date
change. Large borrowers have been interviewed to determine applicable risks,
and loan documentation has been amended to address Year 2000 issues. The
Company has followed a recommended regulatory outline for this project, and is
maintaining documentation to address any legal issues. Each of the subsidiary
banks has implemented a written contingency plan which addresses actions to be
taken in the event of problems related to the Year 2000 date change issue.
Management believes that the current staffing levels are sufficient to complete
the project and to administer contingency plans if necessary.
CONTINGENCY PLANS
Simultaneous with its continued testing of mission critical systems, EVB is
preparing alternate solutions through a business resumption contingency plan to
mitigate potential risks on January 1, 2000. This contingency plan is being
developed for all core business functions and their supporting information
technology systems and will include trigger dates for implementation of
alternative solutions. Core business risks are being prioritized based upon
greatest risk to the Corporation. Contingency plans will identify financial and
human resources necessary for their execution.
The risk of failure is not limited to internal technology systems. The
Corporation depends on data provided by its business partners, correspondent
banks, Federal Reserve Bank and other third parties. EVB also depends on
vendors from which telecommunications, software, and other services are
provided. Finally, EVB depends on services provided by the public
infrastructure including power, voice and data communications, water, and
transportation. EVB's contingency plan will address these concerns to ensure
that the Corporation can operate at an acceptable level should infrastructure
problems occur.
WORST-CASE YEAR 2000 SCENARIO
Until the Year 2000 event actually occurs and for a period of time thereafter,
there can be no assurance that there will be no problems related to Year 2000.
The Corporation could face, among other things, business disruptions,
operational problems, financial losses, legal liability and similar risks, and
the Corporation's business, results of operations and financial position could
be materially adversely affected. The Corporation's credit risk associated with
borrowers may increase to the extent borrowers fail to adequately address Year
2000 issues.
While the Corporation has no reason to conclude that a failure will occur, the
most likely worst-case Y2K scenarios entail those items over which EVB has
absolutely no control, (1) the unpredictable actions of irrational public
demand even if the Y2K computer issue presents no problems, and (2) a scenario
where a disruption or failure of the Corporation's power suppliers or voice and
data transmission suppliers impacts the Corporation, its customers, vendors and
the public infrastructure. If such public reaction or a failure were to occur,
the Corporation would implement a contingency plan. While it is impossible to
quantify the impact of such scenarios, the most reasonably likely worst-case
scenario would entail liquidity issues related to increased customer
withdrawals or the diminishment of service levels, resulting in customer
inconvenience, and additional costs associated with the implementation of
contingency plans.
The foregoing Year 2000 discussion contains "forward-looking statements" within
the meaning of the Private Securities Litigation Act of 1995. Such statements
are based on management's best current estimates, which
7
<PAGE>
were derived utilizing numerous assumptions about future events, including the
continued availability of certain resources, representations received from
third-party vendors and other factors. However there can be no guarantee that
these estimates will be achieved, and actual results could differ materially
from the Corporation's current estimates. The inability to control the actions
and plans of vendors and suppliers, customers, government entities, and other
third parties with respect to Year 2000 issues are associated risks. Specific
factors that might cause such material differences include, but are not limited
to: results of Year 2000 testing; adequate resolution of Year 2000 issues by
governmental agencies, businesses or other third parties that are service
providers; borrowers or customers of the Corporation: the adequacy of and
ability to implement contingency plans; and similar uncertainties. The
forward-looking statements made in the foregoing Year 2000 discussion speak
only as of the date on which such statements are made, and the Corporation
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or
reflect the occurrence of unanticipated events.
The foregoing Year 2000 discussion constitutes a Year 2000 Readiness Disclosure
within the meaning of the Year 2000 Readiness and Disclosure Act of 1998.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for 1998, filed with the
SEC, excluding exhibits, can be obtained without charge by writing to Ned
Stephenson, Vice President and Chief Financial Officer; Eastern Virginia
Bankshares, Inc.; P.O. Box 1005; Tappahannock, Virginia 22560.
By Order of the Board of Directors
L. Edelyn Dawson, Jr.
Corporate Secretary
8
<PAGE>
PROXY
EASTERN VIRGINIA BANKSHARES, INC.
307 CHURCH LANE, BOX 1005
TAPPAHANNOCK, VIRGINIA 22560
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoint(s) F. W. Haynie, Jr. and William L. Lewis,
any one or more of whom may act, and hereby authorize them to represent and to
vote, as designated below, all the shares of common stock of Eastern Virginia
Bankshares, Inc. held on record by the undersigned on April 9, 1999, at the
annual meeting of shareholders to be held on May 20, 1999, at Saint Margaret's
School, 444 Water Lane, Tappahannock, Virginia, at 9:30 A.M. or any adjournment
thereof.
1. TO ELECT AS DIRECTORS ALL NINE nominees listed below, who constitute the
present Board of Directors.
INSTUCTION: To WITHHOLD authority to vote for any or all nominee(s),
strike a line though the nominee's name(s) in the list below.
<TABLE>
<S> <C>
Thomas M. Boyd, Jr. F. L. Garrett, III
W. Rand Cook F. Warren Haynie, Jr.
Robert L. Covington Eric A. Johnson
L. Edelyn Dawson, Jr. William L. Lewis
Lewis R. Reynolds
</TABLE>
[ ] FOR [ ] AGAINST [ ]ABSTAIN
2. TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF YOUNT, HYDE &
BARBOUR, P.C., independent public accountants, as auditors for the Company for
the ensuing year.
[ ] FOR [ ] AGAINST [ ]ABSTAIN
<PAGE>
(REVERSE SIDE OF PROXY CARD)
3. To act upon such other matters as may properly come before the meeting
or any adjournment thereof. As of the date of this Proxy, management has no
knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matter properly comes
before the Annual Meeting, the persons named in the accompanying proxy intend
to vote such proxy, to the extent entitled, in accordance with their best
judgment.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholders. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as stock is registered. When shares are held by joint
tenants, both should sign. When signing as executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
------------------------
Signature
------------------------
Signature
(if held jointly)
Date:------------------------ , 1999
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD USING
THE ENCLOSED ENVELOPE.
