VIRGINIA CAPITAL BANCSHARES INC
8-K, 2000-03-03
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) March 3, 2000

                        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 March 3, 2000, Virginia Capital Bancshares, Inc. issued a press release
which announced that it had completed the repurchase of 541,728 shares of its
common stock.

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

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

      Exhibit 99.1 Press Release dated March 3, 2000.




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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: March 3, 2000                 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.
                      COMPLETES REPURCHASE OF COMMON STOCK

      Fredericksburg, Virginia, March 3, 2000 -- Virginia Capital Bancshares,
Inc. (NASDAQ; VCAP), the holding company for Fredericksburg Savings Bank,
Fredericksburg, Virginia, has announced that it has completed the repurchase of
541,728 shares of its common stock.

      The Board of Directors authorized the repurchase of up to 5% of the
Company's 10,834,560 outstanding shares in January 2000.

      Samuel C. Harding, President of Virginia Capital Bancshares, Inc.
commented "We continue to view the repurchase of stock as an excellent long-term
investment of Company funds which will enhance shareholder value."

      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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