As filed with the Securities and Exchange Commission on March 21, 1996
Registration No. 333-01749
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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 (I.R.S. employer
of incorporation or organization) identification number)
1021 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 782-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
WILLIAM N. STOYKO, ESQUIRE
CORPORATE EXECUTIVE OFFICER AND SECRETARY
CENTRAL FIDELITY BANKS, INC.
1021 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 782-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Communications to:
WILLIAM H. SCHWARZSCHILD, III, ESQUIRE
ROBERT E. SPICER, JR., ESQUIRE
WILLIAMS, MULLEN, CHRISTIAN & DOBBINS, P.C.
P.O. BOX 1320
RICHMOND, VIRGINIA 23210-1320
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THE 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|
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
CENTRAL
Prospectus FIDELITY
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Central Fidelity Banks, Inc.
1021 East Cary Street
Post Office Box 27602
Richmond, Virginia 23261
(804) 782-4000
STOCK PURCHASE PROGRAM
1,000,000 SHARES OF COMMON STOCK
(PAR VALUE $5.00 PER SHARE)
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This Prospectus relates to an aggregate of 1,000,000 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 or a
portion of cash dividends paid on shares of Common Stock. Participants incur no
brokerage fees to purchase shares of Common Stock 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 DO NOT CONSTITUTE BANK DEPOSITS AND ARE NOT GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
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 ___, 1996
<PAGE>
TABLE OF CONTENTS
Page
Statement of Available Information .................... 1
Incorporation of Certain Documents by Reference......... 2
The Company............................................. 3
Description of the Stock Purchase Program............... 3
Purpose........................................... 3
Advantages........................................ 3
Administration.................................... 4
Costs............................................. 4
Participation..................................... 4
Enrollment........................................ 5
Purchase Options.................................. 5
Automatic Account Debits..................... 5
Cash Payments................................ 5
Dividend Reinvestment........................ 6
Direct Deposit of Cash Dividends.................. 6
Price and Timing of Purchases..................... 6
Custody and Deposit of Shares..................... 7
Transfer of Shares................................ 7
Statements........................................ 7
Voting of Shares.................................. 7
Withdrawal or Sale of Shares...................... 8
Termination....................................... 8
Liability of the Company and the Bank............. 8
Miscellaneous Matters............................. 9
Other Information....................................... 10
Federal Income Tax Considerations....................... 10
Use of Proceeds......................................... 11
Indemnification......................................... 11
Legal Matters........................................... 11
Experts................................................. 11
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 solicitation of an offer to buy, any of the securities offered hereby
to any persons or in any jurisdiction under circumstances where such offer or
solicitation would be unlawful.
<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 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.
<PAGE>
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 on Form 10-K for 1994 filed
pursuant to Section 13 of the Exchange Act, which contains
audited consolidated financial statements of the Company.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995
filed pursuant to Section 13 of the Exchange Act.
3. The Company's Current Reports on Form 8-K filed February 8,
1995, June 12, 1995, July 18, 1995, September 21, 1995,
January 24, 1996, and March 15, 1996, and on Form 8-K/A filed
February 9, 1995.
4. The Company's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with its Annual
Meeting of Shareholders on March 31, 1995.
5. The description of the Common Stock and associated preferred
share purchase rights contained in the Form 8-B filed April
30, 1979; Form 8-A dated May 17, 1989; Amendment No. 1 to Form
8-A dated November 18, 1994; and Amendment No. 1 to Form 8-B
filed March 15, 1996.
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 Lawrence Mistr; Telephone (804) 697-7261; Telefax (804)
697-7260.
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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 third largest commercial banking organization within Virginia,
having assets of over $10.8 billion, deposits of over $7.9 billion and
shareholders' equity of approximately $826 million at December 31, 1995.
The Company conducts its business primarily through its wholly-owned
banking subsidiary, Central Fidelity National Bank, a Virginia banking
corporation (the "Bank"). As of December 31, 1995, the Bank operated 244 branch
offices and 211 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
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:
(bullet) Acquire shares of the Company's Common Stock for the first time.
(bullet) Purchase Common Stock under the Program without payment of
brokerage commissions and fees.
(bullet) Purchase shares of Common Stock systematically through
pre-arranged monthly debits (within specified limits) on an
eligible deposit account at the Bank or at another financial
institution.
(bullet) Make cash payments (within specified limits) to purchase the
Company's Common Stock at regular intervals or at any time.
(bullet) Reinvest all, a portion, or none of the dividends received on
shares of the Company's Common Stock.
(bullet) Elect convenient direct deposit of cash dividends received on
shares of Common Stock.
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(bullet) 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.
(bullet) Utilize the Program's free safekeeping and custodial service
for shares of the Common Stock.
(bullet) Maintain records of holdings of Common Stock, and amounts
invested therein, through the free recordkeeping and reporting
services provided by the Program.
(bullet) Receive periodic statements through the mail setting forth all
transactions for the Participant's account under the Program.
(bullet) 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.
(bullet) 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.
(bullet) 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 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
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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 Central Fidelity National 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 the Bank and (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 "CFB Stock Purchase Program," and
Participants should indicate their Program account number on their checks.
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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 no 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
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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
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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, 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
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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 such 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.
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<PAGE>
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 $1.20 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 DO NOT CONSTITUTE
BANK DEPOSITS AND ARE NOT GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
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
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<PAGE>
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 February 2,
1996, attorneys at Williams, Mullen, Christian & Dobbins were beneficial owners
of an aggregate of approximately 238,778 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of Central Fidelity Banks, Inc.
as of December 31, 1994 and 1993, and for each of the years in the three-year
period ended December 31, 1994, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for 1994 have been so incorporated by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, incorporated herein by reference, and upon the authority of said firm
as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP
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.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Central
Fidelity Banks, Inc., 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 amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on March 20, 1996.
CENTRAL FIDELITY BANKS, INC.
By: /s/ WILLIAM N. STOYKO
William N. Stoyko
Corporate Executive Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chairman of the Board,
Lewis N. Miller, Jr. Chief Executive Officer and Director
* Corporate Executive Officer
Charles W. Tysinger and Treasurer
(Principal Financial Officer)
/s/ JAMES F. CAMPBELL Senior Vice President March 20, 1996
James F. Campbell and Controller
(Principal Accounting Officer)
* Director
James F. Betts
* Director
Alvin R. Clements
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<PAGE>
* Director
Phyllis L. Cothran
* Director
Jack H. Ferguson
* Director
Robert L. Freeman
* Director
Thomas R. Glass
Director
________________________
Minnie Bassett Lane
* Director
George R. Lewis
* Director
G. Bruce Miller
Director
________________________
T. Justin Moore, Jr.
Director
________________________
Richard L. Morrill
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<PAGE>
* Director
Lloyd U. Noland, III
* Director
William G. Reynolds, Jr.
* Director
Kenneth S. White
</TABLE>
*William N. Stoyko, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to powers
of attorney duly executed by such persons and filed as an exhibit to this
Registration Statement.
Date: March 20, 1996 /s/ WILLIAM N. STOYKO
----------------------
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Document
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney.
Exhibit 23.2
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 LLP
Richmond, Virginia
March 21, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Charles W. Tysinger, William N.
Stoyko and James F. Campbell, any of whom may act individually, as my
attorney-in-fact, each with power of substitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 of
the Company, with any and all schedules, exhibits and other documents pertaining
thereto or in connection therewith, and any and all amendments or supplements
thereto, relating to the registration under the Securities Act of 1933, as
amended, of up to 1,000,000 shares of the Company's Common Stock, par value
$5.00 (the "Shares"), for issuance and sale under the Company's Stock Purchase
Program. The attorneys-in-fact are further authorized to execute and deliver all
documents, instruments, agreements and regulatory or governmental filings to the
Commission and any applicable securities or Blue Sky authorities of any state or
other jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ LEWIS N. MILLER, JR.
Lewis N. Miller, Jr.
Date: March 7, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Central Fidelity Banks, Inc. (the "Company"), a Virginia
corporation, hereby constitutes and appoints Lewis N. Miller, Jr., William N.
Stoyko and James F. Campbell, any of whom may act individually, as my
attorney-in-fact, each with power of substitution, for me in my name, place and
stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3 of
the Company, with any and all schedules, exhibits and other documents pertaining
thereto or in connection therewith, and any and all amendments or supplements
thereto, relating to the registration under the Securities Act of 1933, as
amended, of up to 1,000,000 shares of the Company's Common Stock, par value
$5.00 (the "Shares"), for issuance and sale under the Company's Stock Purchase
Program. The attorneys-in-fact are further authorized to execute and deliver all
documents, instruments, agreements and regulatory or governmental filings to the
Commission and any applicable securities or Blue Sky authorities of any state or
other jurisdiction in connection with the offer and sale of the Shares. The
undersigned hereby ratifies and confirms all that each said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
/s/ CHARLES W. TYSINGER
Charles W. Tysinger
Date: March 11, 1996
