<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Central Fidelity Banks, Inc. Stock and Thrift Plan
(Full title of Plan)
Central Fidelity Banks, Inc.
1021 East Cary Street,
Richmond, Virginia (23219)
(Name of issuer of the securities held pursuant to
the plan and address of its principal office)
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of The Securities Exchange Act of 1934, the
Committee has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Central Fidelity Banks, Inc. Stock and Thrift Plan
(Name of Plan)
Date: July 12, 1994 /s/James F. Campbell
James F. Campbell
Senior Vice President
& Controller
Central Fidelity Banks, Inc.
- issuer
<PAGE>
<PAGE>
Independent Auditors' Report
The Board of Directors
Central Fidelity Banks, Inc.
Central Fidelity National Bank, Trustee
Central Fidelity Banks, Inc. Stock and Thrift Plan:
We have audited the accompanying statements of net assets
available for plan benefits of Central Fidelity Banks, Inc. Stock and
Thrift Plan as of December 31, 1993 and 1992 and the related statements
of changes in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available for
plan benefits of the Central Fidelity Banks, Inc. Stock and Thrift Plan
as of December 31, 1993 and 1992 and the changes in net assets available
for plan benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The fund information in the statements of net assets available for plan
benefits and the statements of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to
represent the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly presented in all material respects in relation
to the basic financial statements taken as a whole.
KPMG Peat Marwick
May 20, 1994
<PAGE>
<PAGE>
<TABLE>
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
1993
ASSETS
<CAPTION> Money CFB
Loan Income Equity Market Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Central Fidelity Banks, Inc. common $0 $0 $0 $0 $78,673,692 $78,673,692
stock (cost of $41,173,401) (note 2)
Central Fidelity National Bank Marketwatch
Equity Fund (cost of $4,256,593) (note 2) 4,356,528 4,356,528
Central Fidelity National Bank Capital
Preservation Fund (cost of $3,271,221) (note 2) 4,116,248 4,116,248
Cash equivalents (cost equals fair value) 55,005 28,905 746,771 125,370 956,051
---------- ---------- ---------- ---------- ---------- ----------
Total investments (cost of $49,657,266) 0 4,171,253 4,385,433 746,771 78,799,062 88,102,519
---------- ---------- ---------- ---------- ---------- ----------
Dividends and interest receivable 203 5,361 1,983 700,957 708,504
Cash 1,910 17,302 28,679 2,504 50,395
Loans receivable from participants 2,741,000 2,741,000
Due from other funds 7,209 8,413 1,536 76,810 93,968
---------- ---------- ---------- ---------- ---------- ----------
Total assets 2,742,910 4,195,967 4,427,886 752,794 79,576,829 91,696,386
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES
Cash overdraft (74,355) (74,355)
Payable for investments purchased (25,000) (25,000)
Due to other funds (93,968) (93,968)
---------- ---------- ---------- ---------- ---------- ----------
(93,968) (25,000) 0 0 (74,355) (193,323)
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $2,648,942 $4,170,967 $4,427,886 $752,794 $79,502,474 $91,503,063
========== ========== ========== ========== ========== ==========
Net assets due to participants $0 $10,908 $16,393 $1,632 $237,802 $266,735
Net assets available for future plan benefits 2,648,942 4,160,059 4,411,493 751,162 79,264,672 91,236,328
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $2,648,942 $4,170,967 $4,427,886 $752,794 $79,502,474 $91,503,063
========== ========== ========== ========== ========== ==========
continued
</TABLE>
<PAGE>
<TABLE>
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Statement of Net Assets Available for Plan Benefits, continued
December 31, 1993 and 1992
1992
ASSETS
<CAPTION> Money CFB
Loan Income Equity Market Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Central Fidelity Banks, Inc. common $0 $0 $0 $0 $75,008,388 $75,008,388
stock (cost of $33,411,558) (note 2)
Central Fidelity National Bank Employee Benefit
Equity Fund (cost of $2,529,539) (note 2) 3,678,374 3,678,374
Central Fidelity National Bank Capital
Preservation Fund (cost of $2,634,873) (note 2) 3,301,540 3,301,540
Cash equivalents (cost equals fair value) 83,405 122,635 847,816 265,450 1,319,306
---------- ---------- ---------- ---------- ---------- ----------
Total investments (cost of $39,895,276) 0 3,384,945 3,801,009 847,816 75,273,838 83,307,608
---------- ---------- ---------- ---------- ---------- ----------
Dividends and interest receivable 218 261 2,320 553,153 555,952
Cash 2,123 102 100 104 104 2,533
Loans receivable from participants 1,934,429 1,934,429
Receivable for investments sold 100,000 100,000
Due from other funds 84,893 178,560 263,453
---------- ---------- ---------- ---------- ---------- ----------
Total assets 1,936,552 3,485,265 3,886,263 850,240 76,005,655 86,163,975
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES
Payable for investments purchased 150,000 150,000
Due to other funds 67,224 150,706 45,523 263,453
---------- ---------- ---------- ---------- ---------- ----------
67,224 150,706 150,000 45,523 0 413,453
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $1,869,328 $3,334,559 $3,736,263 $804,717 $76,005,655 $85,750,522
========== ========== ========== ========== ========== ==========
Net assets due to participants $0 $8,345 $3,442 $4,708 $367,572 $384,067
Net assets available for future plan benefits 1,869,328 3,326,214 3,732,821 800,009 75,638,083 85,366,455
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $1,869,328 $3,334,559 $3,736,263 $804,717 $76,005,655 $85,750,522
========== ========== ========== ========== ========== ==========
See accompanying independent
auditors' report
</TABLE>
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<TABLE>
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
December 31, 1993 and 1992
1993
<CAPTION> Money CFB
Loan Income Equity Market Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets atrributable to:
Investment income:
Dividends on Central Fidelity National Bank
Marketwatch Equity Fund $0 $0 $61,012 $0 $0 61,012
Dividends on Central Fidelity Banks, Inc. 2,748,629 2,748,62
common stock
Interest - nonaffiliates 6,158 3,624 24,607 11,027 45,416
Net appreciation (depreciation) in fair 0
value of investments (note 2) 214,708 99,365 (875,370) (561,297)
---------- ---------- ---------- ---------- ---------- ----------
0 220,866 164,001 24,607 1,884,286 2,293,760
---------- ---------- ---------- ---------- ---------- ----------
Interest on participant loans 114,221 114,221
Contributions:
Central Fidelity Banks, Inc. and subsidiaries
Central Fidelity Banks, Inc. common stock 2,305,236 2,305,236
Participants 885,900 901,170 143,835 4,057,483 5,988,388
---------- ---------- ---------- ---------- ---------- ----------
114,221 1,106,766 1,065,171 168,442 8,247,005 10,701,605
---------- ---------- ---------- ---------- ---------- ----------
Deductions from net assets attributable to
participant withdrawals 407 261,042 114,721 39,224 4,533,670 4,949,064
---------- ---------- ---------- ---------- ---------- ----------
Net increase 113,814 845,724 950,450 129,218 3,713,335 5,752,541
Interfund transfers (note 3) 665,800 (9,316) (258,827) (181,141) (216,516) 0
Net assets available for plan benefits:
Beginning of year 1,869,328 3,334,559 3,736,263 804,717 76,005,655 85,750,522
---------- ---------- ---------- ---------- ---------- ----------
End of year $2,648,942 $4,170,967 $4,427,886 $752,794 $79,502,474 $91,503,063
========= ========= ========= ========= ========= =========
continued
</TABLE>
<PAGE>
<TABLE>
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Statement of Changes in Net Assets Available for Plan Benefits, continued
December 31, 1993 and 1992
1992
<CAPTION> Money CFB
Loan Income Equity Market Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets atrributable to:
Investment income:
Dividends on Central Fidelity Banks, Inc.
common stock $0 $0 $0 $0 $2,114,043 $2,114,043
Interest - nonaffiliates 2,063 2,912 31,563 8,332 44,870
Net appreciation (depreciation) in fair
value of investments (note 2) 219,222 174,108 4,996,492 5,389,822
---------- ---------- ---------- ---------- ---------- ----------
0 221,285 177,020 31,563 7,118,867 7,548,735
---------- ---------- ---------- ---------- ---------- ----------
Interest on participant loans 86,622 86,622
Contributions:
Central Fidelity Banks, Inc. and subsidiaries
Central Fidelity Banks, Inc. common stock 1,841,922 1,841,922
Participants 613,305 676,668 207,972 3,625,607 5,123,552
---------- ---------- ---------- ---------- ---------- ----------
Total additions 86,622 834,590 853,688 239,535 12,586,396 14,600,831
---------- ---------- ---------- ---------- ---------- ----------
Deductions from net assets attributable to
participant withdrawals 368,827 133,592 209,570 2,639,129 3,351,118
---------- ---------- ---------- ---------- ---------- ----------
Net increase 86,622 465,763 720,096 29,965 9,947,267 11,249,713
Interfund transfers (note 3) 777,880 (86,991) 66,834 24,994 (782,717) 0
Net assets available for plan benefits:
Beginning of year 1,004,826 2,955,787 2,949,333 749,758 66,841,105 74,500,809
---------- ---------- ---------- ---------- ---------- ----------
End of year $1,869,328 $3,334,559 $3,736,263 $804,717 $76,005,655 $85,750,522
========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Summary of Significant Provisions of the Plan
The Central Fidelity Banks, Inc. Stock and Thrift Plan (Plan) is a
defined contribution plan and is subject to certain of the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). The
significant provisions of the Plan are summarized below. Participants
should refer to the Plan document for a more complete description of the
plan's provisions.
(a) Eligibility
Under the Plan, participation is available to all employees of Central
Fidelity Banks, Inc. (the employer) who have completed six months of
service. Employees are eligible to participate on each or any one of
the Plan's entry dates (January 1, April 1, July 1 or October 1). Prior
to January 1, 1990, participation was available to employees of Central
Fidelity Banks, Inc. who had completed one year of service.
(b) Contributions
Each employee participating in the Plan (participant) may elect to
contribute to the Plan as follows:
Tax-deferred contribution - Each participant may elect to have the
employer reduce his compensation by a percentage representing an
integral multiple of 0.5% up to 16% and direct the employer to
contribute such amount to the Plan as a tax-deferred contribution.
Individual employee tax deferrals during any Plan year are subject to
limitations. These limitations were $8,994 and $8,728 in 1993 and 1992,
respectively.
Post-tax contribution - Participants may elect to make post-tax
contributions in integral multiples of 0.5% up to 16% of compensation
(as defined), as adjusted for the tax-deferred contribution.
The total of the participant's tax-deferred and post-tax contributions
may not exceed 16% of compensation as defined.
Under the provisions of the Plan, the employer contributes with respect
to each participant an amount equal to the lesser of 50% of the
participant's tax-deferred and post-tax contributions to the Plan during
the preceding payroll period or 3% of the participant's compensation.
In addition, after the close of each Plan year, an additional employer
contribution may be made up to 50% of each participant's tax-
deferred and post-tax contributions, to the extent they do not exceed 3%
of the participant's compensation, if the employer's return on average
common stockholders' equity (based on income before securities
transactions adjusted for the additional employer contribution) for the
year exceeds specified levels. The Board of Directors of Central
Fidelity Banks, Inc. may adjust the level of the additional contribution
each year for any nonrecurring economic events affecting the financial
statements of the employer, not to exceed the maximum employer
contribution otherwise provided for under the Plan. There were no
additional contributions for the years ended December 31, 1993 and 1992.
<PAGE>
<PAGE>
The Plan establishes an account for each participant. Each
participant's account includes all employer matching contributions and
participant contributions. In addition, on the last day of each
calendar month (adjustment date), interest income, realized and
unrealized gains or losses on investments, and administrative expenses
are allocated to each participant's account in the ratio of the
participant's account as of the last preceding adjustment date, plus
certain adjustments provided in the Plan, to the total of all
participants' accounts at that date. Substantially all accounts are
attributable to active employees of the Company.
(c) Investment Options and Plan Funds
The Plan is divided into six funds - the Loan Fund, the Income Fund, the
Equity Fund, the Money Market Fund, the CFB Stock Fund and the
Distribution Fund. The Income Fund, the Equity Fund, the Money Market
Fund and the CFB Stock Fund are the only investment funds. The Loan
Fund is administrative in nature. The Distribution Fund administers
cash deductions for the Plan attributed to participant withdrawals. All
employer contributions to the Plan must be invested in the CFB Stock
Fund.
Participants in the Plan have four investment funds, as described above,
available to them with respect to the selection of the fund or funds in
which their participant contributions are invested. Under the Plan,
each participant may elect to have his contribution allocated, in 25%
increments, to any of the four investment funds. Tax-deferred and post-
tax contributions must be allocated to the same investment funds and in
the same 25% increments. The Plan does not maintain information as to
the number of participants selecting each alternative.
The Loan Fund consists principally of participant borrowings, subject to
certain limitations, from tax-deferred contributions, including income
attributable thereto, in amounts ranging from $500 to $50,000 but not to
exceed one-half of the participant's cumulative balance of all funds.
The term of the loan will be from one to five years with respect to
personal loans or for a period not to exceed a reasonable period for
loans used to acquire, construct, reconstruct or substantially
rehabilitate the principal residence of the participant, all at
reasonable fixed rates of interest as determined by a committee
appointed by the Board of Directors of Central Fidelity Banks, Inc. The
loans receivable are valued at cost plus accumulated interest, which
approximates market value.
The Income Fund consists principally of investments in the Central
Fidelity National Bank Capital Preservation Fund.
The Equity Fund consists principally of investments in the Central
Fidelity National Bank Marketwatch Equity Fund at December 31, 1993 and
the Central Fidelity National Bank Employee Benefit Equity Fund at
December 31, 1992.
The Money Market Fund consists of investments in a Central Fidelity
National Bank Best Rate Money Market Account at December 31, 1993 and
1992.
The CFB Stock Fund consists principally of common stock of Central
Fidelity Banks, Inc. (CFB stock). The trustee of the CFB Stock Fund
purchases CFB stock from time to time in accordance with a
nondiscretionary purchasing program or, at the direction of a committee
appointed by the Board of Directors of Central Fidelity Banks, Inc., may
purchase directly from the Company authorized but unissued shares.
<PAGE>
<PAGE>
(d) Vesting, Distributions and Withdrawals
Under the provisions of the Plan, participants are at all times fully
vested in their post-tax contributions and the income attributable
thereto. Such amounts are never subject to forfeiture and may be
withdrawn in whole or in part upon proper notice. Participants are also
fully vested in their tax-deferred contributions and such amounts are
never subject to forfeiture; however, tax-deferred contributions may not
be withdrawn except in the event of hardship, death, disability,
retirement, termination or attainment of age 59-1/2. A suspension of
participation must follow such withdrawals.
Employer contributions are fully vested at all times, but may not be
withdrawn except in the event of hardship, death, disability,
retirement, or termination. In the event of termination, the
participant does not forfeit his interest. In the case of hardship, a
participant may apply for a distribution of a portion of his interest in
employer contributions and related investment earnings and gains and
losses only after all amounts in the participant's post-tax contribution
accounts have been withdrawn.
Withdrawals pursuant to the provisions of the Plan will be based on the
fair value of the participant's account as of the effective valuation
date and will be made pro rata from each of the funds in which he
invests his contributions unless the participant directs the Plan to
distribute otherwise.
(e) Cash Equivalents
Under the provisions of the Plan and on behalf of the participants in
the various funds, the trustee of the Plan may invest in suitable short-
term investments at the trustee's discretion pending investment in
appropriate securities.
(f) Administration of the Plan
The Plan is administered by a committee appointed by the Board of
Directors of Central Fidelity Banks, Inc. All funds under the plan are
held in trust and invested by the trustee, Central Fidelity National
Bank, a wholly-owned subsidiary of Central Fidelity Banks, Inc.
(g) Reclassification
Certain amounts for 1992 have been reclassified to conform to the 1993
presentations.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting. Accordingly, contributions to the Plan are
recognized when payments are required to be made to the Plan trust for a
particular plan year; investment transactions are reflected on a trade
date basis; interest and dividend income are recognized as earned;
benefits and administrative expenses are recognized when incurred; and
realized gains or losses and changes in unrealized appreciation or
depreciation of investments are recognized currently.
<PAGE>
<PAGE>
(b) Investments
The investments in common stock of Central Fidelity Banks, Inc. are
carried at the average of the high and low prices of the stock on the
last day of the respective year-end, as traded in the over-the-counter
market. The Central Fidelity National Bank Employee Benefit Equity Fund
and the Central Fidelity National Bank Capital Preservation Fund are
common trust funds and the Central Fidelity Bank Marketwatch Equity Fund
is a mutual fund administered by Central Fidelity National Bank that
typically invest in cash equivalents, common stocks and other equity
securities and contracts with insurance companies. Ownership of such
common trust funds and mutual funds is expressed in terms of units.
Each unit is valued by the trustee according to the net asset value of
such funds on the basis of the fair value of the assets and liabilities
thereof. Security transactions are recognized on the basis of trade-
date.
The following is a summary of the shares of Central Fidelity Banks, Inc.
common stock and the fair value per share thereof and the number of
units of the Employee Benefit Equity Fund, Marketwatch Equity Fund and
the Capital Preservation Fund and the value per unit thereof at
December 31, 1993 and 1992:
1993 1992
Fair value Fair value
Shares/ per share/ Shares/ per share/
units unit units unit
Central Fidelity Banks, Inc.
common stock* 2,835,088 $ 27.75** 1,785,914 $ 42.00
Employee Benefit Equity
Fund of Central Fidelity
National Bank - - 139,079 26.4481
Central Fidelity National
Bank Marketwatch Equity Fund 424,613 10.2600 - -
Capital Preservation Fund
of Central Fidelity
National Bank 271,207 15.1775 230,795 14.3057
*Fair value of investment represents more than 5% of net assets
available for plan benefits.
**Reflects 3-for-2 stock split in the form of a dividend declared
January 13, 1993. Net (depreciation) appreciation in the fair value of
investments (including investments bought, sold, as well as held during
the year) was as follows:
<PAGE>
<PAGE>
Year ended Year
ended
December 31,
December 31,
1993 1992
Central Fidelity Banks, Inc. common stock $(875,370) 4,996,492
Employee Benefit Equity Fund of Central
Fidelity National Bank (570) 174,108
Central Fidelity National Bank Marketwatch
Equity Fund 99,935 -
Capital Preservation Fund of Central Fidelity
National Bank 214,708 219,222
$ 561,297) 5,389,822
(c) Income Taxes
The IRS has ruled by letter that the Plan is a qualified trust under
Sections 401(a) and 401(k) of the Internal Revenue Code and is exempt
from taxation under the provisions of Section 501(a). Once qualified,
the Plan is required to operate in conformity with the Internal Revenue
Code to maintain its qualified status. The plan administrator is not
aware of any course of action or series of events that have occurred
which might adversely affect the Plan's qualified status. Pursuant to
IRS Revenue Procedural 93-39 the plan administrator will amend and
restate the plan document and submit a determination letter to the IRS
prior to December 31, 1994.
Since the Plan and related trust so qualify under the Internal Revenue
Code, under present Federal income tax laws and regulations,
participants will not be taxed on employer contributions allocated to
their accounts or on investment earnings on such contributions or
investment earnings on their own contributions at the time such
contributions and investment earnings are received by the trustee under
the Plan, as long as the Plan does not exceed certain percentage limits
that are imposed by the Internal Revenue Code on the amounts that may be
contributed as tax-deferred contributions by and on behalf of highly
compensated participants as defined by the Internal Revenue Code; but
they will be subject to tax thereon at such time as they receive actual
distributions from the Plan. Under normal circumstances, the Plan will
not be taxed on its dividend and interest income or any capital gains
realized by it or any unrealized appreciation on investments. The
Committee intends to administer the Plan in a manner that will prevent
the Plan from exceeding the aforementioned percentage limits for tax-
deferred contributions.
(3) Interfund Transfers
Under the provisions of the Plan, a participant may elect to have the
value of his participant accounts attributable to a particular
investment fund liquidated and transferred to any of the other available
investment funds in 25% increments. Substantially all of the interfund
transfers during 1993 and 1992 related to the exercise of this option by
participants and to transfers to and from the Loan Fund for loans to
participants and repayments of such loans.
(4) Administrative Expenses
All administrative expenses of the Plan are paid out of the funds held
under the Plan unless the employer elects to pay them. During 1993 and
1992, the employer elected to pay all of the administrative expenses of
the Plan.
<PAGE>
<PAGE>
(5) Plan Termination
Although it has not expressed any intent to do so, the employer has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants are fully vested in their accounts,
including that portion relating to employer contributions.
Schedule 1
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1993
Par value
or shares/ Fair
units Cost Value
Cash equivalents
Central Fidelity National Bank
Best Rate Money Market Account* 956,051 $956,051 $956,051
======= ------- -------
Common Trust Funds
Capital Preservation Fund of
Central Fidelity National Bank* 271,207 3,271,221 4,116,248
======= ------- -------
Mutual Funds
Central Fidelity National Bank
Marketwatch Equity Fund 424,613 4,256,593 4,356,528
======= ------- -------
Common stocks
Central Fidelity Banks, Inc.* 2,835,088 41,173,401 78,673,692
========= ---------- ----------
$49,657,266 $88,102,519
Total investments ========== ==========
*Party-in-interest
See accompanying independent auditors' report.
<PAGE>
<PAGE>
<TABLE>
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Schedule of Reportable Transactions
Year ended December 31, 1993
Schedule 2
<CAPTION>
ASSETS ACQUIRED
Number Party-in-
of shares/ Cost Proceeds Net gain interest
Transactions units Description (note 1) (note 2) or (loss) transactions
<C> <C> <S> <C> <C> <C> <C>
Regulation 2520.103-6(c)(1)(i)
None
Regulation 2520.103-6(c)(1)(ii)
None
Regulation 2520.103-6(c)(1)(iii)
23 227,577 Central Fidelity Banks, Inc. common stock $ 6,956,453 - - *
243 10,458,225 CFB Best Rate Money Market 10,458,225 - - *
Regulation 2520.103-6(c)(1)(iv)
None
(Continued)
</TABLE>
<PAGE>
<TABLE>
Schedule 2, Cont.
CENTRAL FIDELITY BANKS, INC. STOCK AND THRIFT PLAN
Schedule of Reportable Transactions, Continued
<CAPTION>
ASSETS DISPOSED OF
Number Party-in-
of shares/ Cost Proceeds Net gain interest
Transactions units Description (note 1) (note 2) or (loss) transactions
<C> <C> <S> <C> <C> <C> <C>
Regulation 2520.103-6(c)(1)(i)
None
Regulation 2520.103-6(c)(1)(ii)
None
Regulation 2520.103-6(c)(1)(iii)
124 10,821,480 CFB Best Rate Money Market $ 10,821,480 10,821,480 - *
Regulation 2520.103-6(c)(1)(iv)
None
*Party-in-interest
Notes:
(1) Cost equaled fair value at the dates the assets were acquired.
(2) Proceeds equaled fair value at the dates the assets were disposed of.
(3) No specific expenses were incurred by the Plan in acquiring or disposing of assets.
See accompanying independent auditors' report.
</TABLE>
