As filed with the Securities and Exchange Commission on March 3, 1994
Registration No. 33-61694
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE
AMENDMENT NO. 2 TO
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________
CENTRAL FIDELITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1091649
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1021 East Cary Street
P. O. Box 27602
Richmond, Virginia 23261
(804) 782-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William N. Stoyko, Esquire
Central Fidelity Banks, Inc.
1021 East Cary Street
P. O. Box 27602
Richmond, Virginia 23261
(804) 697-7145
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William H. Schwarzschild, III, Esquire
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Christian & Dobbins
1021 East Cary Street
Richmond, Virginia 23219
(804) 783-6432
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ( X )
<PAGE>
PROSPECTUS
CENTRAL FIDELITY BANKS, INC.
Stock Purchase Program
500,000 Shares of Common Stock
(Par Value $5.00 Per Share)
This Prospectus relates to an aggregate of 500,000 authorized and unissued
shares of common stock, $5.00 par value per share ("Common Stock"), of
Central Fidelity Banks, Inc. (the "Company") reserved for purchase under, and
participations in, the Central Fidelity Banks, Inc. Stock Purchase Program
(the "Program").
The Program is a means by which investors may conveniently purchase shares
of Common Stock of the Company, either on a monthly basis or from time to time.
Participants in the Program may make monthly investments in Common Stock
through debits against their eligible deposit accounts in banks or other
financial institutions, or may make voluntary cash payments at any time. In
addition, the Program offers participants the opportunity to reinvest all, a
portion, or none of cash dividends paid on shares of Common Stock or to have
cash dividends directly deposited to a designated deposit account.
Participants incur no brokerage fees to purchase shares of Common Stock under
the Program.
The Program replaces the Company's Automatic Dividend Reinvestment and
Shareholder Investment Service (the "Dividend Reinvestment Plan").
Shareholders participating in the Dividend Reinvestment Plan are
automatically enrolled in the Program and need take no action to continue the
reinvestment of dividends on their Common Stock. However, they must submit a
Change of Status Form to establish direct debits from their eligible deposit
accounts for the purchase of Common Stock under the Program or otherwise to
change their participation under the Program. Shareholders not electing to
participate in the Program will continue to receive full payment of cash
dividends declared by the Company on Common Stock.
INVESTMENTS IN SHARES OF COMMON STOCK HELD IN CUSTODY FOR INVESTORS UNDER THE
PROGRAM ARE NOT GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY, ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY
A BANK, AND INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MARCH 3, 1994.
<PAGE>
Statement Of Available Information
The Company's principal executive offices are located at 1021 East Cary
Street, Richmond, Virginia 23219, and its telephone number is (804) 782-4000.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices
of the Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549 and at regional offices of the Commission at the following locations:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and World Trade Center, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Company has filed with the Commission a Registration Statement, as
amended, on Form S-3 under the Securities Act of 1933 with respect to the
Common Stock offered hereby and participations in the Program. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company, the Program and the Common Stock
offered hereby, reference is made to the Registration Statement and
amendments and exhibits thereto, which may be inspected and copied as
described above.
Incorporation Of Certain Documents By Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates.
1. The Company's Annual Report and Form 10-K for 1992 filed
pursuant to Section 13 of the Exchange Act, which
contains certified consolidated financial statements for
the Company's fiscal year ended December 31, 1992.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993 filed pursuant to Section 13 of
the Exchange Act.
3. The Company's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with its
Annual Meeting of Shareholders on May 12, 1993.
4. The description of the Common Stock contained in the
Registration Statement on Form S-3, as amended, filed May
27, 1992 (File No. 33-48012) under the Securities Act of
1933.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock pursuant to the
Program covered by this Prospectus, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the foregoing documents incorporated herein by
reference (other than certain exhibits to such documents). Requests should be
directed to: Central Fidelity Banks, Inc., P.O. Box 27602, Richmond, Virginia
23261, Attention: Susan Mistr; Telephone (804) 697-7261; Telefax (804)
697-7260.
The Company
Central Fidelity Banks, Inc., a Virginia corporation headquartered in
Richmond, Virginia, is a bank holding company registered with the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended. The Company was formed in the late 1970's through the
consolidation of two bank holding companies, Central National Corporation and
Fidelity American Bankshares, Inc., the earliest predecessors of which were
organized in 1911 and 1865, respectively. The Company and its subsidiaries
comprise the fourth largest commercial banking organization within Virginia,
based on core deposit market share data, having assets of over $9.6 billion,
deposits of over $6.6 billion and shareholders' equity of approximately $726
million at December 31, 1993.
The Company conducts its business primarily through its wholly owned banking
subsidiary, Central Fidelity National Bank, a national banking association
(the "Bank"). As of December 31, 1993, the Bank operated 230 branch offices
and 195 automated teller machines. The Company, through the Bank and its
other subsidiaries, provides a wide variety of financial services to a
customer base consisting of individuals, corporations, institutions and
governments, located primarily in Virginia.
The Common Stock, par value $5.00 per share, of the Company is listed on the
NASDAQ National Market System.
Description Of The Stock Purchase Program
The Program replaces the Company's Dividend Reinvestment Plan effective on
the date when the Program commences. Participants in the Dividend
Reinvestment Plan need take no action to continue as participants in the
Program, unless they wish to establish a direct debit against an eligible
deposit account at the Bank or another financial institution for the purchase
of Common Stock or otherwise modify their participation under the Program, in
which event they must submit a Change of Status Form. Holders of the
Company's Common Stock not wishing to participate in the Program will
continue to receive cash dividends, as and when declared and paid.
Purpose
The purpose of the Program is to provide prospective investors and owners of
the Company's Common Stock with an attractive means of investing in shares of
the Common Stock. Participants in the Program ("Participants") may purchase
Common Stock of the Company through (i) automatic withdrawals from their
eligible deposit accounts at the Bank or other financial institutions, (ii)
cash payments made by check or money order, (iii) reinvestment of cash
dividends on the Company's Common Stock held under the Program or held by the
Participant in certificated form or (iv) a combination of the foregoing.
Advantages
Persons or entities that participate in the Program ("Participants") may:
o Acquire shares of the Company's Common Stock for the first
time.
o Purchase Common Stock under the Program without payment of
brokerage commissions and fees.
o Purchase shares of Common Stock systematically through pre-
arranged monthly debits (within specified limits) from
an eligible deposit account at the Bank or at another
financial institution.
o Make cash payments (within specified limits) to purchase the
Company's Common Stock at regular intervals or at any
time.
o Reinvest all, a portion or none of the dividends received on
shares of the Company's Common Stock.
o Elect convenient direct deposit of cash dividends received
on shares of Common Stock.
o Invest any amount of money (within specified limits) in
shares of Common Stock, since the Program provides for
fractional interests in the shares held under the
Program.
o Utilize the Program's free safekeeping and custodial service
for shares of the Common Stock.
o Maintain records of holdings of Common Stock, and amounts
invested therein, through the free recordkeeping and
reporting services provided by the Program.
o Receive periodic statements through the mail setting forth
all transactions for the Participant's account under the
Program.
o Sell all or a portion of the shares of Common Stock held for
the Participant's account under the Program and receive
the proceeds therefrom, subject to payment of any
applicable brokerage fees and taxes.
o Transfer all or a portion of the shares of Common Stock held
for the Participant's account under the Program to
another existing or new account under the Program.
o Withdraw and obtain certificates for all or a portion of the
shares of Common Stock held for the Participant's account under the
Program.
Administration
Central Fidelity National Bank, Richmond, Virginia, which is a wholly-owned
subsidiary of the Company, administers the Program, arranges on behalf of
Participants with an independent agent (the "Independent Agent") for the
purchase and custody of shares of Common Stock acquired under the Program,
keeps Program records, sends statements of account to Participants and
performs other administrative duties relating to the Program. The Bank may be
contacted by writing to:
Stock Purchase Program
c/o Central Fidelity National Bank
Stock Transfer Department
P.O. Box 27602
Richmond, Virginia 23261
or by calling (804) 697-6836 or toll-free 1-800-293-CFBS (2327) between the
hours of 9 a.m. and 5 p.m., Eastern time, on any day when the Bank is open
for business, or by telefax to (804) 697-6990.
Costs
All costs of establishing and administering the Program, including any
applicable brokerage commissions and fees associated with purchases of Common
Stock under the Program, will be paid by the Company. If a Participant
directs the Bank to sell or withdraw any of such Participant's shares held
under the Program, the Bank may deduct from the proceeds of such sale any
applicable brokerage commissions and taxes. In addition, the Bank reserves
the right to impose a reasonable charge for the issuance of duplicate account
statements, research of account balances or transaction histories and other
special services provided at the request of Participants.
Participation
Any owner of the Company's Common Stock and any other person or entity that
wishes to participate in the Program may do so by submitting a properly
completed Enrollment Form. Persons or entities that are residents or citizens
of countries other than the United States, its territories or its possessions
may enroll in the Program if to do so would not constitute a violation of
law.
Enrollment
A person or entity may enroll in the Program at any time by completing and
signing an Enrollment Form and returning it to the Bank. Instructions for the
establishment of Program accounts, including but not limited to joint
accounts and custodial accounts for minors, are provided on the Enrollment
Form. A postage-paid envelope and an Enrollment Form are provided with this
Prospectus for this purpose. Upon receipt and acceptance by the Bank,
enrollment in the Program will become effective. Persons or entities
presently participating in the Company's Dividend Reinvestment Plan need take
no further action to continue the reinvestment of their dividends. However,
they must submit a Change of Status Form if they wish to alter their
participation or exercise other available options under the Program.
Additional Enrollment Forms, Change of Status Forms and copies of this
Prospectus may be obtained at any time by telephone or written request to the
Bank.
Purchase Options
Automatic Account Debits
Automatic account debits for purchases of Common Stock under the Program may
be made from the following eligible deposit accounts: (i) regular or interest
checking accounts, savings accounts, money market accounts or other deposit
accounts accessible by check that are maintained with Central Fidelity
National Bank or (ii) deposit accounts at other financial institutions that
may be accessed by check and electronic funds transfer debit. Participants
may wish to verify that their deposit accounts may be electronically debited
before enrolling in the Program.
To establish an automatic debit on an eligible deposit account, a Participant
must send the Bank a completed and signed Enrollment Form and a voided check
or deposit slip showing the number of the deposit account to be debited and
the name and ABA routing number of the financial institution where the
account is maintained. If the eligible deposit account is a joint account,
all account owners must execute the Enrollment Form. Automatic account debits
must be in the minimum amount of $25 and, when combined with other cash
payments under the Plan made by a Participant, may not exceed $10,000 per
month. A Participant should allow up to 15 business days for the Bank to
establish an automatic debit after receipt of an Enrollment Form.
Automatic account debits will be made on the 5th and/or the 20th of each
month, as designated on the Participant's Enrollment Form (a "Debit Date").
If such date falls on a Saturday, Sunday or bank holiday, the Debit Date will
be the next banking day. A Participant may discontinue or alter monthly
account debits by filling out and submitting to the Bank a Change of Status
Form or otherwise notifying the Bank in writing. Participants should allow up
to 15 business days after receipt of such instructions by the Bank for an
automatic debit to be discontinued or altered. If the funds from an automatic
account debit are not received by the Bank in a timely fashion for any
reason, the Bank will not purchase Common Stock for the Participant on the
next scheduled Purchase Date unless it has received funds from another
source.
Cash Payments
Any Participant who has enrolled in the Program may make cash payments for
the purchase of Common Stock. Participants are not required to make such
payments, and the amount and timing of such payments may vary. A cash payment
for the initial purchase of shares of Common Stock under the Program by the
Participant may be made by enclosing a check or money order for not less than
$100 nor more than $10,000 with the Enrollment Form. Thereafter, cash
payments in an amount not less than $25 nor more than $10,000 per month (when
combined with the Participant's automatic account debits, if any, under the
Program) may be made by check or money order at any time by sending them to
the Bank. Checks and money orders should be made payable to "Central Fidelity
Stock Purchase Program," and Participants should indicate their Program
account number on their checks. Cash payments made by check or money order
are subject to collection by the Bank in U.S. funds. If collected funds are
not received by the Bank in time to be invested on a scheduled Purchase Date,
the Bank will hold such payment for investment on the following Purchase
Date. If a check or money order for an optional cash payment is returned to
the Bank unpaid for any reason, the Bank will not be obligated to purchase
Common Stock for the Participant unless it has received funds from another
source.
Dividend Reinvestment
A Participant having shares of Common Stock held under the Program or holding
shares of Common Stock in certificated form may direct that all, a portion or
none of the dividends on such shares be reinvested. Dividends to be
reinvested in shares of the Common Stock are credited to the Participant's
account under the Program when paid, and are automatically invested in shares
of Common Stock on the next Purchase Date. Any shares representing stock
dividends or splits distributed by the Company on shares of Common Stock held
for a Participant's account under the Program will be credited to the
Participant's account. A Participant must be enrolled in the Program and be
the owner of shares of Common Stock on the record date for a dividend in
order to have that dividend reinvested under the Program. Dividends
reinvested are not counted towards the $10,000 monthly limit for investments
under the Program.
Direct Deposit of Cash Dividends
Participants in the Program also may arrange for direct deposit of any cash
dividends not being reinvested under the Program. Dividends designated for
direct deposit will be paid by electronic transfer of funds to the
Participant's designated deposit account. To establish direct deposit of cash
dividends, Participants must complete and sign an Enrollment Form or Change
of Status Form and submit it to the Bank with a voided check or deposit slip
showing the number of the deposit account to be credited and the name and ABA
routing number of the financial institution where the account is maintained.
A Participant may change the designated account for direct deposit or
discontinue this feature by submitting a signed Change of Status Form or
other written instructions to the Bank. Participants should allow up to 15
days for a direct deposit authorization or other instruction to be processed
and become effective after receipt by the Bank.
Price and Timing of Purchases
All purchases of Common Stock under the Program will be made on the first
business day of each calendar month or such other day as the Bank may
determine (or on successive days if sufficient shares are not otherwise
available) (the "Purchase Date"), but not less frequently than once in every
calendar month. On the Purchase Date, the Bank will either (i) forward to the
Independent Agent funds available for the purchase of the Company's Common
Stock or (ii) apply such funds towards the purchase from the Company of
authorized but unissued shares of Common Stock. When authorized but unissued
shares of Common Stock are purchased from the Company, the Company will
receive the proceeds and use them for its general corporate purposes. See
"USE OF PROCEEDS" below.
The price of shares of Common Stock purchased from the Company under the
Program will be equal to the average of the high and low sales prices for the
Common Stock on the Purchase Date, excluding brokerage commissions, as quoted
on the NASDAQ National Market System. If no shares of Common Stock are traded
on a Purchase Date, the price will be the average of the high and low prices
quoted on the NASDAQ National Market System on the most recent day when
shares of Common Stock were traded. In the case of shares of Common Stock
purchased in the market, the price will be the average price of all shares of
Common Stock purchased by the Independent Agent on behalf of Participants in
the Program on the Purchase Date.
If on any Purchase Date the Independent Agent is unable for any reason to
purchase sufficient shares of Common Stock in the market, it may, at the
option of the Company's management, seek to purchase additional shares in the
market on successive days, acquire authorized and unissued shares from the
Company and/or suspend share purchases and allocate purchased shares to
Program accounts on a pro rata basis. For purposes of determining the average
purchase price of shares purchased in the market, all such shares shall be
deemed to be purchased on the Purchase Date.
The decision as to whether funds will be forwarded to the Independent Agent
for the purchase of Common Stock in the market or whether authorized and
unissued shares of Common Stock will be acquired for the Program directly from
the Company is within the sole discretion of the Company's management.
Custody and Deposit of Shares
Certificates for shares purchased under the Program will be held by the
Independent Agent for the benefit of Participants. The number of shares of
Common Stock purchased and held for the account of a Participant under the
Program will be shown on an account statement mailed to such Participant at
least quarterly. This feature of the Program protects against possible loss,
theft or destruction of stock certificates.
Upon enrolling in the Program or at any time, a Participant holding one or
more certificates for shares of Common Stock may deposit them with the
Program. The shares will be credited to the Participant's account under the
Program and held in the same manner as shares purchased through the Program.
Certificates for shares of Common Stock to be deposited in a Participant's
account under the Program should be endorsed by the owners exactly as shown
on the face of the certificate and sent to the Bank.
Certificates for any number of whole shares of Common Stock credited to a
Participant's account under the Program will be issued without charge upon
the Participant's written request to the Bank. Certificates representing
fractional shares of Common Stock will not be issued to Participants under
any circumstances. Any remaining whole and fractional shares will continue to
be held in the Participant's Program account.
Transfer of Shares
A Participant is entitled to transfer shares of Common Stock credited to such
Participant's account under the Program to another new or existing account
under the Program. Only whole shares may be transferred, unless all of the
shares in the Participant's account are being transferred. If the transfer is
to a new account under the Program, an Enrollment Form for such account must
be completed, signed and submitted to the Bank. All owners of the
transferring account must endorse the request. In addition, the signatures
must be guaranteed by a bank or brokerage firm.
Statements
At least quarterly, the Bank will mail to each Participant a statement
indicating (i) the amount invested and price per share of Common Stock
purchased and sold for the Participant's account under the Program, (ii) the
number of full and fractional shares of Common Stock purchased and sold for
the Participant's account under the Program, (iii) the total number of full
and fractional shares of Common Stock held for the Participant under the
Program and (iv) any other transactions for the Participant's account under
the Program, including the withdrawal or transfer of shares of Common Stock.
Participants should retain their account statements for future reference and
for use in tax preparation, as they will reflect the cost basis and sales
price of shares purchased and sold under the Program and the dates and
amounts of all transactions under the Program.
Voting of Shares
All shares of Common Stock credited to a Participant's account under the
Program will be voted by the Bank as the Participant directs in writing, or
may be voted by the Participant in person, upon such matters as are submitted
to a vote of the shareholders of the Company. The Bank will not vote the
shares held under the Program for the account of a Participant from whom no
voting directions are received. Proxy materials will be forwarded to each
Participant. In addition, Participants will receive all other periodic
reports and communications mailed generally to shareholders of the Company.
Withdrawal or Sale of Shares
A Participant may request that the Bank sell, or withdraw and issue to the
Participant, one or more certificates for all or part of the shares held for
the Participant's account under the Program. Proceeds from the sale of whole
or fractional shares, less any applicable brokerage commissions and taxes,
will be paid to the Participant by check. The net proceeds from the sale of
whole or fractional shares held in a Participant's account under the Program,
and a certificate for whole shares withdrawn from a Participant's account,
will be mailed by the Bank directly to the Participant. In no event will
certificates for fractional shares of Common Stock held under the Program be
issued to Participants. Participants should allow up to 15 business days for
the issuance of checks representing the net proceeds of shares sold or
certificates for shares withdrawn from the Program. If a Participant submits
a request to withdraw shares of Common Stock held in an account under the
Program, all owners of the account must sign the request. If any portion of
a Participant's shares of Common Stock held under the Program are to be sold,
all owners must sign the request and their signatures must be guaranteed by
a bank or brokerage firm.
Enrollment in the Program will continue notwithstanding the withdrawal or
sale of all shares held for a Participant under the Program, unless the
Participant has notified the Bank in writing of the Participant's intent to
terminate enrollment in the Program.
If all shares held for a Participant's account are withdrawn or sold after an
ex-dividend date for the Common Stock but before the dividend payment date,
the dividend on those shares will be paid by check if the Participant has
indicated to the Bank the intent to terminate enrollment in the Program.
Otherwise, the dividends will continue to be reinvested or deposited as
previously directed by the Participant.
Termination
A Participant may terminate enrollment in the Program at any time by
submitting a properly completed and signed Change of Status Form or other
written notice to the Bank. Upon termination of enrollment, a Participant
must designate that (i) all shares in such Participant's account be sold and
a check for the proceeds, less any applicable brokerage commissions and
taxes, be issued or (ii) all whole shares be issued to the Participant in
certificate form together with a check for the proceeds from the sale of
fractional shares, less any applicable brokerage fees and taxes. Participants
should allow up to 15 business days for the processing of any withdrawal
request after receipt by the Bank. There is no charge by the Bank for closing
a Participant's account other than payment of any applicable brokerage
commissions and taxes associated with a sale of the Participant's shares.
The Company reserves the right, exercisable in its discretion, to terminate,
modify or suspend the Program in whole or in part at any time. The Company
will provide written notice to Participants of any such action. Termination,
modification or suspension of the Program will not affect a Participant's
ownership of shares of Common Stock previously purchased under the Program.
Participants will retain the right to receive stock certificates for whole
shares of Common Stock held in their accounts under the Program and cash for
any fractional share or to direct that some or all shares of Common Stock in
their accounts under the Program be sold and to receive the proceeds less any
applicable brokerage fees and taxes. The Company, in its sole discretion, may
also terminate any Participant's account under the Program due to inactivity,
automatic account debits that are unpaid, returned checks or money orders
representing cash payments, or for any other reason.
Liability of the Company and the Bank
Neither the Company, the Bank, the Independent Agent nor their respective
directors, officers, employees or agents shall be liable for any acts or
omissions done or made by them in good faith in connection with the Program,
including without limitation any claim of liability (i) arising out of a
failure to terminate a Participant's account on the death or incompetency of
such Participant prior to the receipt of written notice by the Bank of such
death or the adjudication of incompetency, (ii) with respect to the price or
prices at which shares of Common Stock are purchased or sold for the
Participant's account in accordance with the terms of the Program, (iii)
concerning the times when purchases or sales of shares of Common Stock are
made under the Program or (iv) with respect to modification, suspension or
termination of the Program. In no event shall the Company, the Bank, the
Independent Agent or their respective directors, officers, employees or
agents be liable for any change in the value of the shares of Common Stock
acquired or held for the accounts of Participants under the Program.
Miscellaneous Matters
In the event the Company should make available to its shareholders rights to
purchase additional shares of Common Stock or other securities of the
Company, the Independent Agent will sell such rights accruing to the shares
of Common Stock held for the Participant's account under the Program and will
apply the net proceeds of such sales to the purchase of additional shares of
Common Stock. A Participant will be able to exercise such rights only if the
shares on which they are issued have previously been withdrawn from the
Program and registered in the name of the Participant.
No interest will be paid on funds from any source held under the Program,
including funds held for investment in Common Stock and proceeds from the
sale of shares of Common Stock.
All matters in connection with the Program shall be governed by the laws of
the Commonwealth of Virginia and applicable federal law.
Other Information
The Company's Common Stock is listed on the NASDAQ National Market System. As
of the date of this Prospectus, the indicated annual dividend on the Common
Stock is $1.12 per share. The price of the Company's Common Stock varies over
time, and dividends thereon are only paid as and when declared by the
Company's Board of Directors. Participation in the Program is not a guaranty
that any dividend on the Common Stock will be declared and paid in the
future.
There can be no assurance that shares of Common Stock purchased under the
Program will be worth more or less, at any particular time, than their
purchase price. Participants should note that purchases of Common Stock under
the Program with dividend reinvestments and automatic debits from eligible
deposit accounts will be made systematically in fixed amounts in accordance
with the terms of the Program, unlike purchases with voluntary cash payments
or direct market purchases of Common Stock which may be made in the
Participant's discretion. Accordingly, the timing and amount of purchases
from reinvested dividends or automatic account debits will not be subject to
the Participant's judgment regarding the market price for the Common Stock or
other existing or anticipated market conditions at the time shares are
purchased. The Program, because it involves only investments in Common Stock
of the Company, does not provide investment diversification.
Depending upon its future needs and circumstances, the Company may engage in
additional financings, including the offering and sale of Common Stock, to
increase its capital or for other general corporate purposes. Such activities
may have an effect on the market price of the Common Stock.
INVESTMENTS IN COMMON STOCK HELD UNDER THE PROGRAM ARE NOT FDIC INSURED, ARE
NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY THE BANK AND INVOLVE
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
Federal Income Tax Considerations
For income tax purposes, Participants who reinvest their dividends will be
deemed to have received taxable income equal to the amount of all cash
dividends declared and paid by the Company. To the extent dividends paid by
the Company to its shareholders are treated as having been made from the
Company's earnings and profits, such distributions will be dividends taxable
as ordinary income. Historically, the Company has had sufficient earnings and
profits so that Participants may expect the full amount of any distribution
under the Program to be taxable as a dividend. For corporate shareholders,
the full amount of dividends reinvested under the Program will be eligible
for the dividends received deduction available under the Internal Revenue
Code.
The cost basis for federal income tax purposes of shares of Common Stock
purchased by a Participant under the Program generally will be the price at
which the shares are purchased by the Independent Agent in the market or
issued by the Company and credited by the Bank to the Participant's account
under the Program. The holding period for shares acquired through the Program
will begin on the day after the date of purchase.
Participants in the Program that are U.S. citizens subject to backup
withholding, and foreign Participants that are subject to U.S. withholding,
will have withheld from dividends and from the proceeds paid to them from
sales of Common Stock held under the Program the amounts required to be
withheld under applicable federal law. The balance of their dividends will be
reinvested or paid to them by check, as they have designated.
The Company will send to each individual who is a Participant and to the
Internal Revenue Service a 1099 Information Return showing the total amount
of dividends paid on all shares of Common Stock held under the Program on
behalf of the Participant and all shares held in the Participant's name
outside the Program. The Bank will also send a 1099 Information Return
showing the proceeds of all shares sold by the Bank on the Participant's
behalf and the amount of any taxes withheld or brokerage fees paid.
The foregoing is a general summary of the federal tax consequences to
Participants in the Program as of the date of this Prospectus. Participants
should consult their tax advisors for current federal and state tax
implications applicable to them.
Use Of Proceeds
The net proceeds from the sale of any authorized and unissued shares of
Common Stock offered under the Program will be used for the general corporate
purposes of the Company
Indemnification
The Articles of Incorporation of the Company, as well as the statutes of the
Commonwealth of Virginia, contain provisions providing for the
indemnification of the directors and officers of the Company against certain
liabilities, including liabilities arising under the Securities Act of 1933.
In addition, the Company carries insurance protecting those persons against
such liability.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
Legal Matters
Certain legal matters with respect to the Program and the validity of the
shares of Common Stock offered hereby has been passed upon for the Company by
Williams, Mullen, Christian & Dobbins, Richmond, Virginia. As of November 12,
1993, attorneys at Williams, Mullen, Christian & Dobbins were beneficial
owners of an aggregate of approximately 270,245 shares of the Company's
Common Stock.
Experts
The consolidated financial statements of Central Fidelity Banks, Inc. as of
December 31, 1992 and 1991, and for each of the years in the three-year
period ended December 31, 1992, incorporated in this Prospectus by reference
to the Company's Annual Report and Form 10K for 1992 have been so
incorporated by reference in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated herein by reference,
and upon the authority of said firm as experts in accounting and auditing. To
the extent that KPMG Peat Marwick audits and reports on consolidated
financial statements of Central Fidelity Banks Inc., and subsidiaries issued
at future dates, and consents to the use of their report thereon, such
consolidated financial statements also will be incorporated by reference in
the Registration Statement in reliance upon their report and said authority.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A STOCK PURCHASE
SOLICITATION OF AN OFFER TO BUY, ANY OF THE PROGRAM
SECURITIES OFFERED HEREBY TO ANY PERSONS OR IN
ANY JURISDICTION UNDER CIRCUMSTANCES WHERE SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Table of Contents Page 500,000 Shares
- ----------------- ---- Common Stock
Statement of Available Information . . . . . 2 ($5 Par Value)
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . 3
Description of the Stock Purchase Program . . 4
Purpose . . . . . . . . . . . . . . . . . . 4
Advantages . . . . . . . . . . . . . . . . 4
Administration . . . . . . . . . . . . . . 5
Costs . . . . . . . . . . . . . . . . . . . 5
Participation . . . . . . . . . . . . . . . 6
Enrollment . . . . . . . . . . . . . . . . 6
Purchase Options . . . . . . . . . . . . . 6
Automatic Account Debits . . . . . . . 6
Cash Payments . . . . . . . . . . . . 7 -------------------
Dividend Reinvestment . . . . . . . . . . 7 P R O S P E C T U S
Direct Deposit of Cash Dividends . . . . . 8 -------------------
Price and Timing of Purchases . . . . . . 8
Custody and Deposit of Shares . . . . . . 9
Transfer of Shares . . . . . . . . . . . . 10
Statements . . . . . . . . . . . . . . . 10
Voting of Shares . . . . . . . . . . . . 10
Withdrawal or Sale of Shares . . . . . . 10
Termination. . . . . . . . . . . . . . . 11
Liability of the Company and the Bank . . 12
Miscellaneous Matters . . . . . . . . . . 12
Other Information. . . . . . . . . . . . . 13
Federal Income Tax Considerations . . . . . 13
Use of Proceeds . . . . . . . . . . . . . . 14 Dated March 3, 1994
Indemnification . . . . . . . . . . . . . . 15
Legal Matters. . . . . . . . . . . . . . . . 15
Experts. . . . . . . . . . . . . . . . . . . 15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
24.1 Consent of KPMG Peat Marwick
99. Enrollment Card
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on March 3, 1994.
CENTRAL FIDELITY BANKS, INC.
By: /s/ James F. Campbell
Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Carroll L. Saine* Chairman of the Board March 3, 1994
(Co-Chief Executive Officer)
and Director
Lewis N. Miller, Jr.* President (Co-Chief Executive March 3, 1994
Officer) and Director
/s/ Charles W. Tysinger Corporate Executive Officer March 3, 1994
and Treasurer (Principal
Financial Officer)
/s/ James F. Campbell Senior Vice President and March 3, 1994
Controller (Principal
Accounting Officer)
James F. Betts* Director March 3, 1994
Alvin R. Clements* Director March 3, 1994
Robert C. Dawson* Director March 3, 1994
Robert L. Freeman* Director March 3, 1994
T. Justin Moore, Jr.* Director March 3, 1994
William G. Reynolds, Jr.* Director March 3, 1994
Kenneth S. White* Director March 3, 1994
*James F. Campbell, by signing his name hereto, signs this document on behalf of
each of the persons named above pursuant to powers of attorney duly executed by
such persons and filed previously with the Securities and Exchange Commission.
/s/ James F.Campbell
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
24.1 Consent of KPMG Peat Marwick
99. Enrollment Card
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Central Fidelity Banks, Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK
Richmond, Virginia
March 3, 1994
(Central Fidelity Logo)
THE CENTRAL FIDELITY STOCK PURCHASE PROGRAM ENROLLMENT FORM
Please print all items except signatures. Questions? Call (804) 697-6836 or toll
free 1-800-293-CFBS (2327) from 9 a.m. to 5 p.m. Eastern Time, Monday through
Friday. Return your completed Enrollment Form in the postage-paid envelope
provided.
If you currently own Central Fidelity Banks, Inc. stock registered in your name,
begin with section A. If you are investing in Central Fidelity for the first
time, begin with section B.
A. Existing Shareholder Options
Please check one or more boxes below only if you currently own Central Fidelity
Banks, Inc. stock registered in your name(s) and wish to enroll in the Program.
If you do not wish to enroll in the Program at this time, it is not necessary to
return this form.
( ) I wish to establish monthly automatic debits. (Proceed to and complete
sections E and H)
( ) I wish to make a cash payment. Enclosed is a check or money order for
$_____ ($25 minimum-$10,000 maximum per month) made payable to "Central
Fidelity Stock Purchase Program". (Proceed to and complete section H)
( ) I wish to change my dividend payment option. (Proceed to and complete
sections F and H)
( ) I wish to deposit the following stock certificate(s) cert # _______, cert #
_______ and cert # _______ in the Program. Each registered holder must
sign the back of the certificate(s) and return it to us in the envelope
provided. (Proceed to and complete section H)
B. Enrolling In The Program
Please check one or more boxes and provide the requested information.
( ) I wish to enroll by making an initial cash investment. Enclosed is a check
or money order for $______ ($100 minimum, $10,000 maximum per month) made
payable to "Central Fidelity Stock Purchase Program". (Proceed to and
complete sections C, D, F and H; section G is optional)
( ) I wish to enroll through monthly automatic account debits. (Proceed to and
complete sections C, D, E, F, G and H)
C. Account Registration
Type of account: Please check one box and provide all requested information.
( ) Individual Ownership. You alone own the shares.
_____________________________________________ ___-__-____
Owner's First Name, Middle Initial, Last Name Owner's Social
Security Number
( ) Joint Ownership. For joint accounts please check the appropriate box below.
Only one Social Security Number is required for tax reporting.
( ) Joint Tenancy with Right of Survivorship-You and one or more persons own an
individual interest in the shares with right of survivorship.
( ) Tenants by Entireties-You and your spouse own an undivided interest in the
shares with right of survivorship.
( ) Tenants in Common-You and one or more persons own an undivided interest in
the shares without survivorship.
_____________________________________________ ___-__-____
Owner's First Name, Middle Initial, Last Name Owner's Social
Security Number
___________________________________________________ ___-__-____
Joint Owner's First Name, Middle Initial, Last Name Joint Owner's Social
Security Number
( ) Custodial. A minor is the beneficial owner of the account with an adult
Custodian managing the account until the minor becomes of age, as specified
in the Uniform Gift/Transfers to Minors Act in the state indicated.
_________________ as custodian for _______________ under the ______________
Name of Custodian Name of Minor Name of State*
*State whose laws will govern this account
Uniform Transfers/Gifts to Minors Act. ___- __- ____
Minor's Social Security Number
( ) Trust. Account is established in accordance with provisions of a trust
agreement.
_______________ _______________ __________ _________
Trustee(s) Beneficiary Trust Date Tax ID Number
A Social Security Number may be used only for a revocable trust in which the
trustor, the beneficiary and the trustee (or one of the co-trustees) are the
same person. All other trusts must have a Tax ID Number.
( ) Corporation, Partnership, or Other Entity. Please provide a copy of the
Corporate Resolution, Partnership certificate or similar document.
_______________ _____________ ________________
Legal Name Tax ID Number Type of Business
D. Shareholder Mailing Address
____________________________________ _________________________________
Street Address City, State, Zip
Please provide your day and evening phone numbers to assist us in processing
your enrollment.
Daytime Phone: ( ) __________ Evening Phone: ( ) __________
E. Automatic Account Debit Authorization
Please check one or more boxes below.
( ) I authorize Central Fidelity National Bank to debit $________ from my ( )
checking account or ( ) savings account on the 5th of each month to invest
in Central Fidelity Common Stock.
( ) I authorize Central Fidelity National Bank to debit $________ from my ( )
checking account or ( ) savings account on the 20th of each month to
invest in Central Fidelity Common Stock.
The financial institution where the debit will occur is
_________________________ _____________________
Name City and State
and my account number to be debited is __________________________________
**You must attach a voided check or deposit slip showing the account number and
financial institution of the deposit account to be debited. (The total monthly
deduction may be as little as $25 but may not exceed $10,000)
If the deposit account is in the name other than the registered holder as
indicated in section C, the deposit account owner(s) must sign below to
authorize the withdrawal.
(x)___________________ _____ _____________________ _____
Signature Date Signature Date
F. Dividend Payment Options
You may choose to reinvest all, a portion, or none of the dividends paid on
Central Fidelity stock registered in your name and held for you under the
Program. Please check one box and provide the requested information.
( ) Reinvest dividends on all shares of Central Fidelity stock registered in my
name and all Central Fidelity stock held in my Program account.
( ) I would like the dividends on _______ shares reinvested and the balance in
cash. (See section G)
( ) No dividend reinvestment at this time. (See section G)
G. Direct Deposit Of Cash Dividends
If you would like the convenience of direct deposit of your cash dividends to
your deposit account, please check the box below. Otherwise you will receive
your payment by check.
( ) I authorize Central Fidelity to directly deposit dividends payable on my
shares of Central Fidelity Banks, Inc. stock to my
( ) Checking account
( ) Savings account
(You must attach a voided check or deposit slip showing the deposit account
to be credited.)
The financial institution where the credit will occur is
_________________________ _________________
Name City and State
and my account number to be credited is ______________________________________
If funds to which I am not entitled are deposited to my account, I authorize
Central Fidelity National Bank to direct my financial institution to return such
funds.
H. Signatures
By signing below, I acknowledge receipt of the prospectus describing the Central
Fidelity Stock Purchase Program and agree to all the terms and conditions
therein. Any information in this Enrollment Form or any authorization contained
herein may be revoked or changed only by written notice received by Central
Fidelity National Bank.
Under penalties of perjury, I also certify that: a) The number shown on this
form is my/our current Social Security Number or Taxpayer ID Number, and b) I am
not subject to backup withholding, either because (1) I have not been notified
by the Internal Revenue Service (IRS) that I am subject to backup withholding as
a result of a failure to report all interest or dividends, or (2) the IRS has
notified me that I am no longer subject to backup withholding. (Check this box
( ) if you have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends on you tax
return).
BY SIGNING BELOW, I ACKNOWLEDGE THAT INVESTMENTS IN COMMON STOCK UNDER THIS
PROGRAM ARE NOT BANK DEPOSITS, ARE NOT FDIC INSURED, ARE NOT OBLIGATIONS OF OR
GUARANTEED BY A BANK AND INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.
(In the case of joint accounts, all owners must sign.)
(x) ___________________ _____ (x) ______________________ _____
Signature Date Signature Date
___________________________________ ________________________________________
Title (if appropriate) Title (if appropriate)
(Central Fidelity Logo)
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 1163 RICHMOND, VIRGINIA
POSTAGE WILL BE PAID BY ADDRESSEE
CENTRAL FIDELITY NATIONAL BANK
ATTN STOCK TRANSFER DEPARTMENT
POST OFFICE BOX 27602
RICHMOND VIRGINIA 23286-8711
