SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 1996
Central Fidelity Banks, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-8829 54-1091649
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1021 East Cary Street, Richmond, Virginia 23219
(Address of principal offices)
Registrant's telephone number, including area code: (804) 782-4000
Note: This document contains 6 pages.
Item 5. Other Events
On May 8, 1996 the Board of Directors of the Registrant, at a regularly
scheduled meeting, declared a 3-for-2 stock split-up in the form of a dividend
payable on June 14, 1996 to shareholders of record May 20, 1996. In addition,
a cash dividend of $.22 a share was declared payable July 1, 1996 to
shareholders of record June 14, 1996. The annual rate for the cash dividends
of $.88 on the new share base represents a 10% increase over the annual rate
of $1.20 paid through April 1, 1996.
Also on May 8, 1996 the shareholders of the Registrant met at their scheduled
Annual Meeting. The only item on the agenda was the election of Directors as
set forth in the Registrant's Proxy Statement dated March 29, 1996. All
nominees as set forth in said Proxy Statement were elected.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. 99(i) Registrant's Press Release announcing the "3-for-2 Stock
Split and Dividend Increase".
Exhibit No. 99(ii) Registrant's Press Release announcing the "3-for-2 Stock
Split and Dividend Increase at Annual Meeting".
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Central Fidelity Banks, Inc.
(Registrant)
Date: May 10, 1996 /s/ James F. Campbell
James F. Campbell
Senior Vice President & Controller
EXHIBIT INDEX
Exhibit No. 99(i) Registrant's Press Release announcing the "3-for-2 Stock
Split and Dividend Increase".
Exhibit No. 99(ii) Registrant's Press Release announcing the "3-for-2 Stock
Split and Dividend Increase at Annual Meeting".
Exhibit 99(i)
News Release Central Fidelity
Central Fidelity Banks, Inc. For Release: Immediately
Post Office Box 27602
Richmond, Virginia 23261-7602 Information Contact:
Charles W. Tysinger
Chief Financial Officer
(804) 697-7038
Susan Lawrence Mistr
Public Relations Manager
(804) 697-7261
May 8, 1996
CENTRAL FIDELITY ANNOUNCES
3-FOR-2 STOCK SPLIT
AND DIVIDEND INCREASE
Richmond, Va -- The Board of Directors of Central Fidelity Banks, Inc.
(NASDAQ-CFBS) approved today a 3-for-2 stock split and an increase of 10% in
the quarterly cash dividend to $.22 per share for a new annual rate of $.88
per share. The record date for the split will be May 20, 1996 and certificates
therefore will be distributed June 14, 1996. The cash dividend will be paid
on July 1, 1996 to shareholders of record June 14, 1996.
This action represents Central Fidelity's 26th increase in cash or stock
dividends during the past 18 years.
Lewis N. Miller, Jr., Chairman of the Board and Chief Executive Officer,
commented on the bank's performance stating, "We are pleased with our recent
performance and look forward to improved earnings and return to shareholders.
Our confidence in our future success is based upon the inherent strength and
attractiveness of our Virginia market, our vision for success and the
execution of our core strategies."
Central Fidelity Banks, Inc. is a Richmond, Virginia-based bank holding
company with $10.5 billion in assets.
Exhibit 99(ii)
News Release Central Fidelity
Central Fidelity Banks, Inc. For Release: Immediately
Post Office Box 27602
Richmond, Virginia 23261-7602 Information Contact:
Charles W. Tysinger
Chief Financial Officer
(804) 697-7038
Susan Lawrence Mistr
Public Relations Manager
(804) 697-7261
May 8, 1996
CENTRAL FIDELITY ANNOUNCES 3-FOR-2 STOCK SPLIT
AND DIVIDEND INCREASE AT ANNUAL MEETING
Richmond, VA -- At the Company's Annual Meeting of Shareholders today,
Central Fidelity Banks, Inc. (NASDAQ-CFBS) Chairman and Chief Executive
Officer Lewis N. Miller, Jr. announced the Board of Directors approved a
3-for-2 stock split and an increase of 10% in the quarterly cash dividend.
This announcement followed a review of the Company's 1995 and first quarter
1996 performance. Central Fidelity net income reached a record $105.4
million for 1995. During the first quarter of this year the Bank's earnings
increased to $27.9 million, or $.70 per share pre-split, up 8.8% and 7.7%,
respectively, over first quarter 1995.
"The announcement of the split was based upon the strength of our quarterly
results and our outlook for the remainder of the year," said Miller.
Miller outlined the Company's plans and core strategies which are to:
Focus all resources on Virginia.
Enhance distribution systems to provide customers with choices for how,
when and where they will bank while ensuring targeted levels of return.
Provide customers with new and innovative products.
Build a strong sales and service organization.
Hire, motivate and retain an expert, motivated staff.
Remain one of the nation's most efficient banks.
Several new distribution initiatives were highlighted, including the opening
of the Central Fidelity Call Center in January of 1996, as well as the
opening of the first three, of a total of seven, branches in Wal-Mart
Supercenters throughout Virginia.
Central Fidelity Banks, Inc. is a Richmond, Virginia based bank holding
company with 240 offices and $10.5 billion in assets.
