SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 31, 1979
JEFFERSON BANKSHARES, INC.
Virginia 0-9101 54-1104491
(State of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
123 East Main Street
Charlottesville, Virginia 22902
(Address of Principal Executive Officer)
Registrant's telephone number: (804) 972-1100
____________________
Registrant is successor by merger to the following
corporations formerly reporting pursuant to Section
13 of the Securities Exchange Act of 1934:
NB Corporation Southern Bankshares, Inc.
123 East Main Street P. O. Box 26363
Charlottesville, Virginia 22902 Richmond, Virginia 23260
Commission File No.: 0-4533 Commission File No.: 0-5443
<PAGE>
Item 5. Other Events.
On December 31, 1979, NB Corporation, a Virginia corporation ("NB") and
Southern Bankshares, Inc., a Virginia corporation ("SBI") merged into
Jefferson Bankshares, Inc., a Virginia corporation ("Jefferson"). In such
merger, Jefferson issued shares of its common stock in conversion of all the
outstanding shares of stock in NB and SBI (and the formerly outstanding shares
of Jefferson, which were owned by NB and SBI, were canceled).
Immediately before the merger, NB had one class of securities, common
stock, registered under Section 12 of the Securities and Exchange Act of 1934
(File No. 0-4533), and SBI had two classes of securities, common stock and
$3.50 cumulative convertible preferred stock, registered under such Section 12
(File No. 0-5443).
The shares of Jefferson issued in the merger were registered under the
Securities Act of 1933 on Form S-14 (Registration No. 2-64185). The
registration statement contains further information concerning this
transaction, including the exchange ratios, the sale of fractional shares, and
rights of dissenting shareholders of SBI. (Such dissenters held an aggregate
of 2,905 shares of preferred stock of SBI and an aggregate of 12 shares of
common stock of SBI.)
By virtue of Rule 12g-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), Registrant's common stock, par value $2.50 per share (the
"Common Stock"), is deemed registered pursuant to Section 12 of the Act. In
order to facilitate the incorporation by reference of certain information into
Registrant's future filings under the securities laws, Registrant is providing
the following description of the Common Stock.
Registrant is authorized to issue 32,000,000 shares of Common Stock, of
which 15,202,050 were issued and outstanding as of September 30, 1994.
Registrant is also authorized to issue 1,000,000 shares of preferred stock,
$10.00 par value, in series. No shares of preferred stock are issued and
outstanding. The Board of Directors of Registrant could at any time, without
additional approval of the holders of Registrant's Common Stock, issue either
authorized and unissued shares of preferred stock in series or additional
authorized and unissued shares of Common Stock. There are at present no plans
to issue shares of preferred stock.
Holders of Common Stock are entitled to receive dividends when and if
declared by the Board of Directors of Registrant out of funds legally
available therefor, but only after payment of all required dividends on any
outstanding preferred stock. Holders of Common Stock are entitled to cast one
vote for each share held of record and are not entitled to cumulate votes for
the election of directors or any other matter. The holders of Common Stock
have voting powers on all matters requiring approval of shareholders, subject
to the voting rights of the holders of any preferred stock that may be issued
and outstanding to the extent provided in the applicable articles of serial
designation or otherwise pursuant to the Virginia Stock Corporation Act. If
Registrant were liquidated, after payment of all debts and expenses, the
remaining assets of Registrant would be distributed to the holders of Common
Stock ratably, subject to the prior payment of any liquidation preferences to
any holders of preferred stock. The holders of Common Stock do not have
preemptive rights to subscribe for any additional securities issued by
Registrant.
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.
Date: October 20, 1994
JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
