VIRGINIA CAPITAL BANCSHARES INC
8-K, 1999-08-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) August 27, 1999

                         VIRGINIA CAPITAL BANCSHARES, INC.
                         ---------------------------------
            (Exact name of Registrant as specified in its Charter)

   Virginia                      0-25031                      54-1913168
- ----------------                 -------                     -----------
(State or other)          (Commission File Number)           (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)


400 George Street, Fredericksburg, Virginia                    22404
- -------------------------------------------                    -----
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:  (540) 899-5500
                                                     --------------





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ITEM 5.  OTHER EVENTS.
         -------------

      On August 27, 1999, Virginia Capital Bancshares, Inc. issued a press
release which announced that it had received regulatory clearance to repurchase
up to 5% of its outstanding shares.

      A press release announcing the stock repurchase is attached as Exhibit
99.1.

ITEM 7.  FINANCIAL STATEMENTS AND OTHER EXHIBITS.
         ----------------------------------------

      Exhibit 99.1 Press Release dated August 27, 1999.




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                                  SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    VIRGINIA CAPITAL BANCSHARES, INC.



Date: August 27, 1999               By:  /s/ Samuel C. Harding, Jr.
                                         -----------------------------------
                                         Samuel C. Harding, Jr.
                                         President





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EXHIBIT 99.1      PRESS RELEASE







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PRESS RELEASE
VIRGINIA CAPITAL BANCSHARES, INC.
                                                                        CONTACT:
                                                                 Peggy J. Newman
                                         Executive Vice President, Treasurer and
                                                                       Secretary
                                               Virginia Capital Bancshares, Inc.
                                                                  (540) 899-5500

                        VIRGINIA CAPITAL BANCSHARES, INC.
                           TO REPURCHASE COMMON STOCK

      Fredericksburg, Virginia, August 27, 1999 -- Virginia Capital Bancshares,
Inc. (NASDAQ; VCAP), the holding company for Fredericksburg Savings Bank,
Fredericksburg, Virginia, has announced that it has received regulatory
clearance to purchase up to 570,240 shares of its common stock.

      Samuel C. Harding, President of Virginia Capital Bancshares, Inc. said
that the Company has been authorized by its Board of Directors to repurchase up
to 5% of the Company's 11,404,800 outstanding shares during the next six months.

      Mr. Harding commented, "We believe that the repurchase of the shares will
enhance shareholder value as such repurchases have the effect of increasing the
earnings per share and book value of the remaining shares outstanding. The last
trade of the common stock on August 26, 1999 was at approximately 99.7 percent
of its tangible book value at $16.375 per share (as of June 30, 1999). Based
on this, we believe that the repurchase of our shares is an excellent long-term
investment."

      The repurchase will be made in open-market transactions, subject to the
availability of stock.

      Virginia Capital Bancshares, Inc. completed its initial public offering
of common stock in connection with the conversion of Fredericksburg Savings and
Loan Association, F.A. from a federally chartered mutual savings and loan
association to a federally chartered stock savings bank, on December 23, 1998.
In the conversion, Virginia Capital Bancshares, Inc. sold 10,560,000 shares at
$10.00 per share, raising 105,600,000 in gross proceeds.

      Fredericksburg Savings Bank is headquartered in Fredericksburg, Virginia,
and operates through its four banking offices located in the city of
Fredericksburg and Stafford and Spotsylvania Counties in Virginia.

     Statements contained in this news release, which are not historical facts,
contain forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risk and uncertainties, which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents filed by the
Company with the Securities and Exchange Commission from time to time.




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