Registration No. 33-________
As filed with the Securities and Exchange Commission on October 14, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JEFFERSON BANKSHARES, INC.
Incorporated in the State of Virginia
IRS Employer Identification No.: 54-1104491
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
(804) 972-1100
Robert E. Stroud
418 East Jefferson Street
Post Office Box 1288
Charlottesville, Virginia 22902
(804) 977-2500
(Agent for Service of Process)
Approximate date of commencement of proposed sale to the Public:
November 1, 1994.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If the only securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered in connection with dividend or
interest reinvestment plans, check the following box. [ ]
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering Registration
registered registered per unit * price Fee
Common Stock 1,000,000 $20.00 $20,000,000 $6,896.55
$2.50 par value shares
* Determined under Rule 457(c) based upon the average of the high and low
sales price on October 11, 1994, solely for the purpose of calculating
the registration fee.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rule 404(a) and Item 501, Regulation S-K, showing the
location in the Prospectus of the answers to items in Part I of Form S-3
Item Number and Caption in
Form S-3 Heading in Prospectus
1. Forepart of the Registration Front Cover; Facing
Statement and Outside Front Page; Cross
Cover Page of Prospectus Reference Sheet
2. Inside Front and Outside Statement of Available
Back Cover Pages of Information; Table of
Prospectus Contents
3. Summary Information, Risk Jefferson
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution Description of the Plan
9. Description of Securities Common Stock
to be Registered
10. Interest of Named Experts Legal Opinion
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Indemnification
Position of Indemnification
for Securities Act Liabilities
<PAGE>
PROSPECTUS
[JBI LOGO]
JEFFERSON BANKSHARES, INC.
DIVIDEND REINVESTMENT PLAN
1,000,000 SHARES OF COMMON STOCK
($2.50 Par Value)
This Prospectus describes the Dividend Reinvestment Plan (the
"Plan") of Jefferson Bankshares, Inc. ("Jefferson") as in effect
commencing November 1, 1994. The Plan offers shareholders of record of
Jefferson the opportunity to purchase shares of Jefferson's Common Stock,
$2.50 par value, (the "Common Stock") without payment of commissions
or other charges.
Shares of Jefferson's Common Stock will be purchased either from
Jefferson or in the open market with automatically reinvested dividends
and optional cash contributions. The investment dates are cash dividend
payment dates in January, April, July and October and the last business
day of the other months for shares purchased from Jefferson and on or
within thirty days of those dates for shares purchased in the open
market. Optional cash contributions may be made at any time but may
not be less than $25 per payment nor more than a cumulative $5,000
maximum per quarter.
This Prospectus relates to an aggregate of 1,000,000 authorized
shares of Common Stock of Jefferson registered for sale under the Plan.
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, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having been
authorized by Jefferson. Neither the delivery of this Prospectus nor
any sale made hereunder will, under any circumstances, create any
implication that there has been no change in the affairs of Jefferson
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 in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
The date of this Prospectus is November 1, 1994.
<PAGE>
STATEMENT OF AVAILABLE INFORMATION
Jefferson is subject to the informational requirements of the
Securities Exchange Act of 1934 and, accordingly, 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 Commission's public
reference room located at 450 Fifth Street, N.W., Room 1024, Washington,
D. C. 20549; and the public reference facilities in the New York Regional
Office, 26 Federal Plaza, New York, New York 10007; and the Chicago
Regional Office, Everett McKinley Dirksen Building, 219 South Dearborn
Street, Room 1204, Chicago, Illinois 60604. Copies of such material can
be obtained from the Commission at prescribed rates. Jefferson's Common
Stock is traded in the over-the-counter market and quoted in the National
Market System of The Nasdaq Stock Market.
Jefferson will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person,
a copy of any or all documents incorporated herein by reference
(other than exhibits to such documents). See "Incorporation of Certain
Documents by Reference." Written requests should be directed to Investor
Relations, Jefferson Bankshares, Inc., P. O. Box 711, Charlottesville,
Virginia 22902. Telephone requests may be directed to Jefferson
(Investor Relations) at (804) 972-1165.
Required Disclosure for New Hampshire Residents. Neither the fact
that a registration statement or an application for a license has been
filed nor the fact that a security is effectively registered or a person
is licensed constitutes a finding by the director of the office of
securities regulation that any document filed under this chapter
(Chapter 421-B of the New Hampshire Uniform Securities Act) is true,
complete and not misleading. Neither any such fact nor the fact that
an exemption or exception is available for a security or a transaction
means that the director of the office of securities regulation has passed
in any way upon the merits or qualifications of, or recommended or given
approval to, any person, security or transaction. It is unlawful to
make, or cause to be made, to any prospective purchaser, customer or
client any representation inconsistent with the provisions of this
section (Section 421-B:20).
TABLE OF CONTENTS
Item Page Item Page
Jefferson.......................1 Termination of Participation...8
Description of the Plan.........1 Other Information..............9
Purpose......................1 Use of Proceeds.................12
Advantages...................1 Incorporation of Certain
Participation................2 Documents by Reference........12
Administration...............3 Common Stock....................12
Costs .......................5 Experts.........................13
Purchases....................5 Legal Opinion...................13
Optional Cash Contributions..6 Indemnification.................13
Reports to Participants......6
Dividends....................7
Sale of Plan Shares..........7
Certificates.................7
<PAGE>
JEFFERSON
Jefferson is a bank holding company organized under the laws
of the Commonwealth of Virginia. Jefferson's executive offices are
located at 123 East Main Street, Charlottesville, Virginia, and
its telephone number is (804) 972-1100. Jefferson's mailing address
is P. O. Box 711, Charlottesville, Virginia 22902.
DESCRIPTION OF THE PLAN
The terms and conditions of the Plan are reviewed in the following
questions and answers. Holders of Jefferson's Common Stock who do
not wish to participate in the Plan will receive cash dividends, if
and when declared, as usual.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of
Jefferson's Common Stock with an attractive way of investing cash
dividends and optional cash contributions in new or issued shares
of Common Stock at a price equal to the market value of such shares
and without payment of any brokerage commission, service charge or
other expense. To the extent that new shares of Common Stock are
purchased from Jefferson, Jefferson will receive additional funds
for its general corporate purposes, including investments in, or
extensions of credit to, Jefferson's banking and nonbanking
subsidiaries (see "Use of Proceeds").
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) Reinvest automatically all or part of their cash dividends
in shares of Common Stock.
(b) Invest additional cash, within specified limits, in shares
of Common Stock.
(c) Avoid charges for brokerage commissions or fees on all
purchases through the Plan.
(d) Invest the full amount of all cash dividends and optional
cash payments since a fractional share is allowed to be
held under the Plan.
(e) Avoid cumbersome safekeeping requirements and record keeping
costs through the free custodial service and reporting
provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate?
All record holders of Jefferson's Common Stock are eligible to
participate in the Plan. Shareholders may participate with respect
to all or less than all of their shares.
Beneficial owners whose shares are registered in names other
than their own (for example, in the name of a broker, bank or other
nominee) must become owners of record by having the number of shares
they wish to have in the Plan transferred into their names.
4. How does an eligible shareholder become a participant?
An eligible shareholder may join the Plan by completing and
signing an Authorization Card and mailing it to the Agent at the
address specified in Question 8. A postage-paid envelope is provided
for this purpose. An Authorization Card is enclosed with this
Prospectus, and additional forms may be obtained at any time by
written request to the Agent or telephone or written request to Jefferson.
A participant in the Plan as in effect immediately before
November 1, 1994, will remain a participant until termination or
sale or transfer of all shares (see Questions 20 and 23).
5. What options are available to shareholders?
By marking the appropriate box on the Authorization Card, a
shareholder of record may choose between the following investment options:
(a) To reinvest automatically cash dividends on all shares of
Common Stock of which you are the owner of record and
also make optional cash contributions in amounts ranging
from a $25 minimum per payment to a cumulative $5,000
maximum per quarter.
(b) To reinvest automatically cash dividends on less than all
of the shares registered in your name (a specified number
of whole shares) and continue to receive cash dividends on
the remaining shares and also make optional cash
contributions in amounts ranging from a $25 minimum per
payment to a cumulative $5,000 maximum per quarter.
Participating shareholders may also choose to have shares
held by the participant or the Agent. All shares held by the Agent
will automatically participate fully in the reinvestment of dividends
(see Question 19). If a participant wants the automatic reinvestment of
dividends on less than all of the shares registered in the participant's
name, then the shares for which the participant does not want automatic
reinvestment must be held by the participant and not the Agent. If those
shares are already held by the Agent, then the participant must request
certificates for such shares and complete a new Authorization Card (see
Questions 22 and 7).
6. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time.
If an Authorization Card specifying reinvestment of dividends
is received by the Agent at least two business days before the record
date established for payment of a particular dividend, reinvestment will
commence with that dividend payment. If the Authorization Card is
received after that date the reinvestment of dividends through the
Plan will begin with the next succeeding dividend.
Dividend payment dates for Jefferson's Common Stock
ordinarily are the last business day of January, April, July and
October. The record date for determining shareholders who receive
dividends normally precedes the payment date by three to four weeks.
7. How can the method of participation be changed after
enrollment?
At any time, record shareholders can change their investment
option by completing a new Authorization Card and returning it to
the Agent. If you elect to participate through the reinvestment of
cash dividends on all shares registered in your name but later decide
to reduce the number of shares on which cash dividends are being
reinvested, an Authorization Card indicating a change of options must
be received by the Agent at least two business days prior to a
particular cash dividend record date in order to stop any reinvestment
of cash dividends paid on the following dividend payment date.
ADMINISTRATION
8. Who administers the Plan for participants?
Jefferson coordinates the administration of the Plan and
The Bank of New York (the "Agent") administers the Plan. In its
capacity as the administrator of the Plan, the Agent acts on behalf of
participants and performs other duties relating to the Plan.
(see Question 10).
The Agent's mailing address is as follows:
Jefferson Bankshares Dividend Reinvestment Plan
c/o The Bank of New York
P. O. Box 1958
Newark, NJ 07101-9794
The Agent may at any time (i) resign by giving sixty days prior
written notice to Jefferson or (ii) be removed by Jefferson upon sixty
days written notice by Jefferson to the Agent. In the event a vacancy
occurs in the office of Agent, Jefferson will appoint a successor
Agent, which may be Jefferson or one of its subsidiaries.
9. How should inquiries about the Plan be handled?
Questions regarding the Plan and your participation should be
addressed to
Jefferson Bankshares, Inc.
Investor Relations Department
P. O. Box 711
Charlottesville, VA 22902-0711
or call (804) 972-1165.
Optional cash contributions, change in names or address,
requests for the sale of shares held in the Plan, requests for
certificates and notices of termination of participation should
be directed to the Agent at the address specified in Question 8.
10. What are the responsibilities of Jefferson and the Agent?
Jefferson will handle investor relations matters including
questions about participation in the Plan. The Agent will handle the
day-to-day administrative matters regarding the Plan. The Agent will
receive all optional cash contributions under the Plan, maintain
continuing records of each participant's account, advise participants
as to all transactions in and the status of their accounts and hold
all shares purchased under the Plan.
All notices to a participant will be addressed to the
participant at the last address of record. The mailing of a notice
to a participant's last address of record will satisfy Jefferson's or
the Agent's duty of giving notice to such participant.
The Agent has no responsibility with respect to the
preparation and contents of the Prospectus. Neither Jefferson nor
the Agent, in administering the Plan, will have any responsibility
beyond the exercise of ordinary care for any reasonable and prudent
actions taken or omitted pursuant to the Plan. The actions for which
their responsibilities will be so limited include, without limitation,
any claim for liability arising out of failure to terminate a
participant's account upon such participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death or
adjudicated incompetency. The Agent will not have any duties,
responsibilities or liabilities, except as expressly set forth in the Plan.
Participants should recognize that neither Jefferson nor the
Agent can provide any assurance that shares purchased under the Plan
will, at any particular time, have a market value that is higher or
lower than their purchase price.
All transactions in connection with the Plan will be governed
by the laws of the Commonwealth of Virginia, except where federal law
specifically governs.
COSTS
11. Are there any expenses to participants in connection
with purchases under the Plan?
Participants will incur no brokerage commissions or service
charges for the purchases made under the Plan. All costs of
administration of the Plan will be paid by Jefferson. If you request
that the Agent arrange for a sale of shares held by the Plan for you,
a brokerage commission, administrative fee and applicable taxes will be
deducted from the proceeds of the sale (see Question 21).
PURCHASES
12. How many shares of Common Stock will be purchased for
participants?
If you become a participant in the Plan, the number of shares
to be purchased will depend on the amount of your dividends and the
amount of optional cash contributions and the market price of the Common
Stock. A participant's account will be credited with that number of
shares, including fractions, equal to the total amount to be invested,
divided by the purchase price per share.
13. What is the source of the shares of Common Stock to be
purchased under the Plan?
At Jefferson's option, purchases will be made either directly
from Jefferson or in the open market or both.
14. When will shares of Common Stock be purchased under the
Plan?
Shares purchased from Jefferson will be purchased on the
dividend payment dates in January, April, July and October and the
last business day of the other months (the "Investment Dates"). Shares
purchased in the open market will be made on or within thirty days of
the Investment Date. The Agent may purchase shares in the open market
over several days within the thirty-day limitation noted above.
Regardless of the actual purchase dates, participants will become
owners of the shares purchased for them under the Plan on the last
day the Agent purchases shares in the open market and credits them to
participant's accounts for which such shares are purchased. For federal
income tax purposes, the holding period will commence on the following
date. The Agent will advise each participant of the date when the
shares are purchased and credited to the participant's account.
15. At what price will shares of Common Stock be purchased
through the Plan?
The price of shares of Common Stock purchased from Jefferson
will be the average of the high and low trade prices of Jefferson's
Common Stock as reported in The Wall Street Journal for the Investment
Date. If there are no trades on the Investment Date, the market value
will be the average of the high bid and the low asked prices of
Jefferson's Common Stock reported in the National Market System of The
Nasdaq Stock Market at the close of trading on the Investment Date.
The price of shares of Common Stock purchased in the open market will
be the average purchase price of all shares purchased with respect
to that Investment Date.
No shares of Common Stock will be purchased from or issued
by Jefferson at less than their par value ($2.50 per share). If the
market price of Common Stock should be less than the par value ($2.50
per share), then all purchases under the Plan will be made in the
open market.
OPTIONAL CASH CONTRIBUTIONS
16. When and how can optional cash contributions be made?
Optional cash contributions should be received by the Agent
from a participant at least five business days prior to an Investment
Date (see Question 14). Those payments will be applied to the purchase
of shares for the account of the participant on that Investment Date.
No interest will be paid on optional cash contributions pending
investment. Optional cash contributions received by the Agent fewer
than five business days before an Investment Date will be held until
the following Investment Date. Jefferson recommends that optional cash
contributions be sent so as to be received shortly before the fifth
business day prior to an Investment Date. You may obtain the return
of any optional cash contribution by written request received by the
Agent at least 48 hours before it is to be invested.
An initial optional cash contribution can be made when you
join the Plan. A check or money order should be made payable to
Jefferson and returned to the Agent along with the Authorization
Card. Thereafter, optional cash contributions may be made through the
tear-off stub attached to your account statement.
17. What are the limitations on making optional cash contributions?
Optional cash contributions can be made by check or money
order. Checks representing optional cash contributions must be drawn
on U.S. financial institutions and payable in U.S. funds to Jefferson.
Items that do not meet these requirements will be returned by the
Agent. Any optional cash contributions you wish to make must be not
less than $25 per payment nor more than a cumulative $5,000 per
quarter. Optional cash contributions need not be in the
same amount each time.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in the Plan?
As soon as practicable after each purchase a participant will
receive a statement showing account information for the current
transaction and all prior transactions for the current calendar
year. The statement will include amounts invested, purchase and sales
prices, the number of shares purchased and sold and the dates of the
transactions. These statements will provide a record of the cost of
purchases under the Plan and should be retained for tax purposes. The
statement contains a tear-off stub that can be used for all transaction
requests. The use of this stub will expedite the handling of your
request.
DIVIDENDS
19. Will participants be credited with dividends on shares held
in their accounts under the Plan?
The Agent will receive the regular dividends (less any amount
of tax withheld) for all Plan shares held on the dividend record date
and credit them to participants' accounts on the basis of whole and
fractional shares held in those accounts. These dividends will be
automatically reinvested in additional shares of Common Stock.
Participants who wish to receive dividends in cash on shares purchased
through the Plan must request certificates for those whole shares so
that they can be registered in their own name (see Question 22).
SALE OF PLAN SHARES
20. How can shares of Common Stock be sold?
You can sell all or part of your shares of Common Stock held
by the Plan in either of two ways. First, you may request certificates
for your whole shares and arrange for the sale of these shares through a
broker-dealer of your choice (see Question 22). Alternatively, you can
request that the Agent sell for you some or all of your shares held by
the Plan. The Agent will sell shares for you through broker-dealers
selected by the Agent in its sole discretion. If you request that the
Agent arrange for the sale of your shares, you will be charged a
commission by the broker-dealer selected by the Agent. The amount of
the commission will vary depending on the broker-dealer selected and
other factors. Shares being sold for you may be aggregated with those
of other Plan participants who have requested sales. In that case, you
will receive proceeds based on the average sales price of all shares
sold, less your pro rata share of brokerage commissions and other
applicable expenses (see Question 21).
21. When will shares of Common Stock be sold; payment of the
proceeds of sale?
The Agent will arrange for the sale of shares in the open
market within five business days after the Agent receives the request
except that sales with respect to requests received fewer than five
business days before an Investment Date will be made in the open market
as promptly as practicable following the Investment Date. Following the
sale, the Agent will send the participant a check representing the
proceeds of sale, less brokerage commissions, a service charge of
$2.50 and any applicable taxes.
CERTIFICATES
22. Will certificates be issued for shares of Common Stock purchased
through the Plan?
Certificates for shares of Common Stock purchased through the
Plan will not be issued to you unless you request them. All shares
credited to your Plan account will be issued to the Agent or its nominee
as your agent. The number of shares credited to your account will be
shown on your account statement. This convenience protects against
loss, theft or destruction of stock certificates and reduces the costs
to be borne by Jefferson.
Should you wish to do so, certificates for shares in your
possession may be sent to the Agent requesting that they be held by
he Plan for safekeeping. In this event, all cash dividends earned on
these shares would be reinvested automatically by the Plan whether or
not such dividends were previously reinvested.
A certificate for any number of whole shares credited to your
Plan account will be issued upon written request. Your written request
should be mailed to the Agent at the address set forth in Question 8.
The use of the tear-off stub attached to your account statement will
help the Agent to expedite a participant's request. The shares will
continue to participate in the Plan until you complete a new
Authorization Card and return it to the Agent (see Question 7).
Certificates for a fractional share will not be issued under any
circumstance.
Shares credited to your account may not be assigned or pledged.
If you wish to assign or pledge the whole shares credited to your account,
you must request that certificates for those shares be issued in your
name.
Plan accounts are maintained in the name in which your
certificates are registered at the time you entered the Plan.
Consequently, certificates for whole shares will be registered in
the same manner when issued to you.
TERMINATION OF PARTICIPATION
23. How can participation in the Plan be terminated?
You can terminate your participation in the Plan at any time
by notifying the Agent in writing at the address set forth in Question 8.
If your notice of termination is received fewer than five
business days prior to the cash dividend record date (normally preceding
the regular cash dividend payment date by about three to four weeks) for
the next regular cash dividend, that cash dividend will be reinvested for
your account. Your account will then be terminated and all subsequent
cash dividends on those shares will be paid to you.
When electing to terminate participation in the Plan, any
optional cash contribution received before the Agent receives your
notice of termination will be invested for your account unless you
specifically request return of the contribution prior to 48 hours
before the next Investment Date.
Additionally, when you terminate participation in the Plan or
if Jefferson terminates the Plan, you may direct the Agent to sell all
whole and fractional shares in your account or receive a certificate for
all whole shares and cash for any fractional share. If notification is
not received by the Agent upon termination of the Plan, certificates for
whole shares credited to your account under the Plan will be issued to
you and a cash payment will be made to you for any fractional share.
24. What happens if a participant in the Plan dies or becomes
legally incapacitated?
Upon receipt by the Agent of notice of death or adjudicated
incompetence of a participant, no further purchases of shares of Common
Stock will be made for the account of such participant. The shares and
cash held by the Plan for the participant will be delivered to the
appropriate person upon receipt of evidence satisfactory to the Agent
of the appointment of a legal representative and instructions from the
representative regarding delivery.
OTHER INFORMATION
25. What happens if a participant sells a portion of the shares
of Common Stock registered in the participant's name?
If you have authorized the reinvestment of cash dividends on
all shares registered in your name and then dispose of a portion of those
shares, the cash dividends on the remaining shares will continue to be
reinvested.
When your authorization specifies reinvestment of cash dividends
on part of the shares registered in your name and then you dispose of
a portion of those registered shares, the cash dividends on the lesser of
(i) the number of shares with respect to which reinvestment of cash
dividends was originally authorized or (ii) all of the shares which
remain in your name, will continue to be reinvested.
26. What happens when a participant sells or transfers all of the
shares registered in his or her name?
If you sell or transfer all shares registered in your name with
respect to which you participate in the Plan, the cash dividends on the
shares credited to your Plan account which remain in the Plan will
continue to be reinvested.
27. If Jefferson has a rights offering, how will rights on the
Plan shares be handled?
In the event Jefferson makes available to holders of Common
Stock rights or warrants to purchase additional shares of Common Stock
or other securities, such rights or warrants will be made available to
participants based on the number of shares (including any fractional
interest to the extent practicable) held in their Plan account on the
record date established for determining the holders of Common Stock
entitled to such rights or warrants.
28. What happens if Jefferson issues a stock dividend or declares
a stock split?
Any stock dividends or split shares distributed by Jefferson
on shares of Common Stock held for your Plan account will be credited
to your account in the Plan.
If you are participating in the Plan with all of your shares,
a stock dividend or split shares distribution will increase automatically
by that amount the number of shares held in your name on which cash
dividends are reinvesting.
If you are participating in the Plan with less than all of
your shares, a stock dividend or split shares distribution will not
change automatically the number of shares on which cash dividends are
reinvesting. To change the number of shares on which cash dividends are
reinvesting, a new Authorization Card must be completed and returned to
the Agent.
In the event of a stock split, stock dividend or other similar
transaction, the number of shares of Common Stock covered by this
Prospectus will be increased accordingly.
29. How will a participant's Plan shares be voted at a meeting of
shareholders?
You will receive a proxy indicating the total number of whole
shares of your Common Stock, including shares of Common Stock registered
in your name and shares of Common Stock credited to your Plan account.
Fractional shares held in your Plan account will not be included within
the proxy and, thus, will not be voted.
If your proxy is returned properly signed and marked for
voting, all the shares covered by the proxy, including those registered
in your name and those held for you by the Plan, will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with
respect to any item thereon, all the shares covered by the proxy,
including those registered in your name and those held for you by the
Plan, will be voted in accordance with the recommendations of the
Board of Directors of Jefferson. If the proxy is not returned, or if
it is returned unexecuted or improperly executed, your shares will be
voted only if you vote in person or, as to an improperly executed proxy,
you resubmit a properly executed proxy.
30. What are the federal income tax consequences of participation
in the Plan?
The following discussion summarizes the principal federal
income tax consequences, under current law, of participation in the
Plan. It does not address all potentially relevant federal income tax
matters, including consequences peculiar to persons subject to special
provisions of federal income tax law. The discussion is based on various
rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans. No ruling, however, has been issued or
requested regarding the Plan. The following discussion is for your
general information only, and you are urged to consult your own tax
advisor to determine the particular tax consequences that may result
from your participation in the Plan and in the disposition of any
shares of Common Stock purchased pursuant to the Plan. It is the
responsibility of participants in the Plan to maintain records
regarding the basis of shares held in the Plan.
When your dividends are reinvested to acquire shares of
Common Stock (including any fractional share), you will be treated
as having received a distribution equal to the amount of cash dividends
otherwise payable to you. In addition, when shares are acquired for
you under the Plan through open market purchases, you will be treated
as having received a distribution in the amount of your allocable
portion of any brokerage commission or other acquisition fees paid by
Jefferson.
The purchase of shares under the Plan with optional cash
contributions will not result in a distribution for federal income tax
purposes unless the purchase is made in the open market. In the case
of open market purchases, you will be treated as having received a
distribution equal to your portion of brokerage commissions and any
other acquisition fees paid by Jefferson. The amount of such
distribution generally will constitute a dividend.
The tax basis of shares acquired from Jefferson through the
Plan will be the fair market value as of the date acquired
(see Question 15). The tax basis of shares acquired in the open market
will be the actual purchase price of such shares, plus the allocable
portion of brokerage commissions and other acquisition fees paid by
Jefferson. The holding period of shares of Common Stock acquired through
the Plan, whether purchased with reinvested dividends or optional cash
contributions, will begin on the day following the date as of which the
shares were purchased for your account.
You will not realize any taxable income when you receive
certificates for whole shares credited to your account, either upon your
written request for such certificates or upon withdrawal from or
termination of the Plan. However, you will recognize taxable gain or
loss (which, for most participants, will be capital gain or loss) when
whole shares acquired under the Plan are sold or exchanged for you and
when you receive a cash payment for a fractional share credited to your
account. The amount of such gain or loss will be the difference between
the amount which you receive for your shares or fractional share (net of
brokerage commissions) and the tax basis thereof.
In the case of foreign participants who elect to have their
cash dividends reinvested and whose dividends are subject to United
States income tax withholding, an amount equal to the cash dividends
payable to such participants less the amount of tax required to be
withheld, will be applied to the purchase of shares of Common Stock
through the Plan. Foreign shareholder participants are urged to consult
their legal advisors with respect to any local exchange control, tax or
other law or regulation which may affect their participation in the
Plan. Jefferson and the Agent assume no responsibility regarding such
laws or regulations and will not be liable for any act or omission in
respect thereof.
31. Who regulates and interprets the Plan?
Jefferson reserves the right to interpret and regulate the Plan
as it considers necessary or desirable.
32. May the Plan be changed or discontinued?
While Jefferson hopes to continue a dividend reinvestment plan
indefinitely, Jefferson reserves the right to suspend, terminate or
modify the Plan at any time. Participants will be notified of any such
suspension, termination or modification.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered
pursuant to the Plan will be used for general corporate purposes of
Jefferson, including investments in or extensions of credit to
Jefferson's banking and nonbanking subsidiaries.
Depending upon the future growth of Jefferson, it may engage in
additional financing to increase the capital of its subsidiaries and
for other general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated by reference Jefferson's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993, the
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994, and the Report on Form 10-C dated April 7, 1994, all
of which have been filed by Jefferson with the Commission.
All documents subsequently filed by Jefferson pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the termination of the offering of the Common Stock
pursuant to the Plan covered by this Prospectus, will 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
in a document incorporated or deemed to be incorporated by reference
herein will 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
statement. Any such statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
COMMON STOCK
Jefferson 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. Jefferson 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
Jefferson could at any time, without additional approval of the holders
of Jefferson's Common Stock, issue either authorized and unissued
hares 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 Jefferson 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 Jefferson
were liquidated, after payment of all debts and expenses, the remaining
assets of Jefferson 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
Jefferson.
EXPERTS
The consolidated financial statements of Jefferson and subsidiaries
as of December 31, 1993, and 1992 and for each of the years in the
three-year period ended December 31, 1993, incorporated by reference
herein and in the registration statement from Jefferson's 1993 Annual
Report on Form 10-K, have been incorporated herein and in the
registration statement in reliance upon the report (incorporated by
reference herein and in the registration statement) of KPMG Peat
Marwick LLP, independent certified public accountants, and upon the
authority of such firm as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP audits and reports on consolidated
financial statements of Jefferson 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.
LEGAL OPINION
The validity of the Common Stock issued by Jefferson pursuant to the
Plan has been passed upon for Jefferson by McGuire, Woods, Battle &
Boothe. Members of the firm owned or had authority with respect to
voting or investment of 18,463 shares of Jefferson's Common Stock
as of September 30, 1994.
INDEMNIFICATION
Article VII of Jefferson's Articles of Incorporation and Article 10
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act
authorize indemnification of directors, officers, employees and agents
of Jefferson (except when any such person has been adjudged liable
because of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office); allow
advances of the costs of defending against litigation; and permit the
purchase of insurance on behalf of directors, officers, employees and
agents against liabilities whether or not in the circumstances Jefferson
would have the power to indemnify against such liabilities under the
provisions of the articles or the statute. Jefferson maintains a
policy of directors and officers liability insurance which provides
for the indemnification of directors and officers under certain
circumstances. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
___________________
This Prospectus does not contain all the information set forth in
the registration statement and the exhibits thereto which Jefferson has
filed with the Commission. For further information with respect to
Jefferson and the securities offered hereby, reference is made to the
registration statement and the exhibits thereto.
<PAGE>
[JBI LOGO] JEFFERSON BANKSHARES, INC.
DIVIDEND REINVESTMENT PLAN
1,000,000 Shares
Common Stock
($2.50 Par Value)
PROSPECTUS
Dated November 1, 1994
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
It is estimated that the following are the principal expenses which
will be incurred in the issuance and distribution of securities under the
Plan:
Registration of securities $ 6,896.55
Printing and postage $ 6,000
Legal and Accounting Fees $10,000
Administration* $ 4,500
_____________________
* Annual Cost
Item 15. Indemnification of Directors and Officers
See information contained in the Prospectus under the heading
"Indemnification."
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
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
Charlottesville, State of Virginia, on October 14, 1994.
JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE SIGNATURES CAPACITY
October 14, 1994 O. Kenton McCartney President,
Chief Executive Officer,
and Director
October 14, 1994 Allen T. Nelson, Jr. Senior Vice President and
Chief Financial Officer
October 14, 1994 Hovey S. Dabney Chairman of the Board
October 14, 1994 John T. Casteen, III* Director
October 14, 1994 Lawrence S. Eagleburger* Director
October 14, 1994 Hunter Faulconer* Director
October 14, 1994 Fred L. Glaize, III* Director
October 14, 1994 Henry H. Harrell* Director
October 14, 1994 Alex J. Kay, Jr.* Director
October 14, 1994 J. A. Kessler, Jr.* Director
October 14, 1994 W. A. Rinehart, III* Director
October 14, 1994 Gilbert M. Rosenthal* Director
October 14, 1994 Alson H. Smith, Jr.* Director
October 14, 1994 Lee C. Tait* Director
October 14, 1994 H. A. Williamson* Director
*By: William M. Watson, Jr.
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
1 Not Applicable
2 Not Applicable
4 (a) Articles of Incorporation of Jefferson Bankshares,
incorporated by reference to Jefferson Bankshares'
1984 Annual Report on Form 10-K.
4 (b) Articles of Amendment to Articles of Incorporation dated
May 7, 1987, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1987.
4 (c) Articles of Amendment to Articles of Incorporation
dated March 23, 1993, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the quarter
ended June 30, 1993.
5 Opinion of McGuire, Woods, Battle & Boothe
8 Not Applicable
12 Not Applicable
15 Not Applicable
23* Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
25 Not Applicable
26 Not Applicable
27 Not Applicable
28 Not Applicable
99 (a) Form of Authorization
99 (b) Agreement with The Bank of New York
* The consent of McGuire, Woods, Battle & Boothe is contained in their
opinion included as Exhibit 5 hereto.
Exhibit 5
McGuire, Woods, Battle & Boothe
P. O. Box 1288
418 East Jefferson Street
Charlottesville, Virginia 22902
October 14, 1994
Jefferson Bankshares, Inc.
123 East Main Street
P. O. Box 711
Charlottesville, Virginia 22902
Ladies and Gentlemen:
We have acted as counsel for Jefferson Bankshares, Inc., a Virginia
corporation ("Jefferson") in connection with and have participated in the
preparation of the Registration Statement on Form S-3 (the "Registration
Statement") filed by Jefferson with the Securities and Exchange Commission
with respect to One Million (1,000,000) shares of common stock, par value
$2.50 per share (the "Common Stock"), of Jefferson to be offered and sold in
connection with the dividend reinvestment plan (the "Plan") described therein.
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plan and such other documents,
instruments and records as we have deemed necessary and advisable for purposes
of this opinion. In rendering this opinion, we have relied upon certificates
of public officials and officers of Jefferson.
Based on the foregoing, we are of the opinion that:
1. Jefferson is duly incorporated, validly existing and in good standing
under the laws of the Commonwealth of Virginia; and
2. The shares of Common Stock to be issued in connection with the Plan
have been duly authorized and, when such shares are issued and sold upon the
terms set forth in the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
statement made in reference to our firm under the caption "Legal Opinion" in
the Prospectus which is part of the Registration Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Jefferson Bankshares, 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. Our report refers to the adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, in 1993.
KPMG PEAT MARWICK LLP
Richmond, Virginia
October 14, 1994
Exhibit 24
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 9th day of September, 1994.
Hovey S. Dabney
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Fred L. Glaize, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Henry H. Harrell
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Alex J. Kay, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
W. A. Rinehart, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Hunter Faulconer
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Alson H. Smith, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
John T. Casteen, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Lawrence S. Eagleburger
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Lee C. Tait
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
J. A. Kessler, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Gilbert M. Rosenthal
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson, Jr.,
or any of them, with full power to each of them to act alone, my true and
lawful attorney-in-fact and agents, for me on my behalf and in my name, place
and stead, in any and all capacities, to execute and file any and all
documents and instruments relating to the registration and issuance of shares
of the common stock of Jefferson Bankshares, Inc. to be issued pursuant to its
Dividend Reinvestment Plan including, but not limited to, a registration
statement on Form S-3 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be necessary
to permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing necessary to be done
in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
H. A. Williamson, Jr.
<PAGE>
Front Exhibit 99(a)
JEFFERSON BANKSHARES, INC.
DIVIDEND REINVESTMENT PLAN Shareholder Authorization Card
I hereby appoint The Bank of New York ("Agent") or its successor as
appointed by Jefferson Bankshares, Inc. ("Jefferson") as my agent,
subject to the terms and conditions of the Dividend Reinvestment Plan
("Plan") as set forth in the accompanying Prospectus, receipt of which
is hereby acknowledged. I authorize the Agent to apply my dividends
as selected below and such cash contributions as it may receive
from me toward the purchase of whole and fractional shares of Common
Stock of Jefferson. I understand that I may make optional cash
contributions of not less than $25 per payment nor more than a
cumulative $5,000 per quarter.
Please enroll me in the Plan as indicated below (check one box only):
( ) Full Dividend Reinvestment - I wish to apply dividends on all shares of
Jefferson Common Stock registered in my name to purchase
additional shares and also have the option of making cash
contributions from $25 to $5,000 per quarter.
( ) Partial Dividend Reinvestment - I wish to reinvest the dividends on
only ____ shares of Jefferson Common Stock registered in my name
and also have the option of making cash contributions from $25 to
$5,000 per quarter.
Optional cash contribution enclosed (if any) $___________
Back
I authorize Jefferson to pay the Agent for my account all
cash dividends on the shares indicated hereon and/or receive optional
cash contributions for the purchase of additional shares of Common
Stock of Jefferson. This appointment and authorization is given
with the understanding that, subject to the procedures established
under the Plan, I may terminate my participation in the Plan by so
notifying the Agent in writing.
_______________________________
Please Print Name(s) as show on
Stock Certificate
_______________________________
Address
_______________________________
City State Zip
_______________________________
Signature
_______________________________
Signature
_______________________________
Social Security or
Tax Identification Number
_______________________________
Date
(THIS IS NOT A PROXY)
Exhibit 99(b)
STOCK TRANSFER AGENCY AGREEMENT
AGREEMENT, made as of October 3, 1994, by and between JEFFERSON
BANKSHARES, INC., a corporation organized and existing under the laws of the
Commonwealth of Virginia(hereinafter referred to as the "Customer"), and THE
BANK OF NEW YORK, a New York trust company (hereinafter referred to as the
"Bank").
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Business Day" shall be deemed to be each day on which the Bank is
open for business.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Bank by the Customer which is signed by any Officer, as hereinafter
defined, and actually received by the Bank.
3. "Officer" shall be deemed to be the Customer's Chief Executive
Officer, President, any Vice President, the Secretary, the Treasurer, the
Chief Financial Officer, any Assistant Treasurer, and any Assistant Secretary
duly authorized by the Board of Directors of the Customer to execute any
Certificate, instruction, notice or other instrument on behalf of the Customer
and named in a Certificate, as such Certificate may be amended from time to
time.
4. "Shares" shall mean all or any part of each class of the shares of
capital stock of the Customer which from time to time are authorized and/or
issued by the Customer and identified in a Certificate of the Secretary of the
Customer under corporate seal, as such Certificate may be amended from time to
time, with respect to which the Bank is to act hereunder.
ARTICLE II
APPOINTMENT OF BANK
1. The Customer hereby constitutes and appoints the Bank as its agent
to perform the services described herein and as more particularly described in
Schedule I attached hereto (the "Services"), and the Bank hereby accepts
appointment as such agent and agrees to perform the Services in accordance
with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall deliver the
following documents to the Bank:
(a) A certified copy of the Certificate of Incorporation or other
document evidencing the Customer's form of organization (the "Charter") and
all amendments thereto;
(b) A certified copy of the Bylaws of the Customer;
(c) A certified copy of a resolution of the Board of Directors of the
Customer appointing the Bank to perform the Services and authorizing the
execution and delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer specifying:
the number of authorized Shares, the number of such authorized Shares issued
and currently outstanding, and the names and specimen signatures of all
persons duly authorized by the Board of Directors of the Customer to execute
any Certificate on behalf of the Customer, as such Certificate may be amended
from time to time;
(e) A Specimen Share certificate for each class of Shares in the form
approved by the Board of Directors of the Customer, together with a
Certificate signed by the Secretary of the Customer as to such approval and
covenanting to supply a new such Certificate and specimen whenever such form
shall change;
(f) An opinion of counsel for the Customer, in a form satisfactory to
the Bank, with respect to the validity of the authorized and outstanding
Shares, the obtaining of all necessary governmental consents, whether such
Shares are fully paid and non-assessable and the status of such Shares under
the Securities Act of 1933, as amended, and any other applicable law or
regulation (i.e., if subject to registration, that they have been registered
and that the Registration Statement has become effective or, if exempt, the
specific grounds therefor);
(g) A list of the name, address, social security or taxpayer
identification number of each Shareholder, number of Shares owned, certificate
numbers, and whether any "stops" have been placed; and
(h) An opinion of counsel for the Customer, in a form satisfactory to
the Bank, with respect to the due authorization by the Customer and the
validity and effectiveness of the use of facsimile signatures by the Bank in
connection with the countersigning and registering of Share certificates of
the Customer.
3. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates and from time to time will renew such supply upon
request of the Bank. Such blank Share certificates shall be properly signed,
by facsimile or otherwise, by Officers of the Customer authorized by law or by
the Bylaws to sign Share certificates, and, if required, shall bear the
corporate seal or a facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Customer shall deliver to the Bank the following documents on or
before the effective date of any increase, decrease or other change in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Charter giving effect to
such increase, decrease or change;
(b) An opinion of counsel for the Customer, in a form satisfactory to
the Bank, with respect to the validity of the Shares, the obtaining of all
necessary governmental consents, whether such Shares are fully paid and non-
assessable and the status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulations (i.e., if subject
to registration, that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor);
and
(c) In the case of an increase, if the appointment of the Bank was
theretofore expressly limited, a certified copy of a resolution of the Board
of Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to stock
dividends, stock splits or otherwise, and prior to any reduction in the number
of Shares outstanding, the Customer shall deliver the following documents to
the Bank:
(a) A certified copy of the resolutions adopted by the Board of
Directors and/or the shareholders of the Customer authorizing such issuance of
additional Shares of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent of each governmental or
regulatory authority required by law as a prerequisite to the issuance or
reduction of such Shares, as the case may be, and an opinion of counsel for
the Customer that no other order or consent is required; and
(c) An opinion of counsel for the Customer, in a form satisfactory to
the Bank, with respect to the validity of the Shares, the obtaining of all
necessary governmental consents, whether such Shares are fully paid and non-
assessable and the status of such Shares under the Securities Act of 1933, as
amended, and any other applicable law or regulation (i.e., if subject to
registration, that they have been registered and that the Registration
Statement has become effective, or, if exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or other
capital adjustment requiring a change in the form of Share certificates, the
Bank will issue Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates in
the new form;
(b) A certified copy of any amendment to the Charter with respect to
the change;
(c) Specimen Share certificates for each class of Shares in the new
form approved by the Board of Directors of the Customer, with a Certificate
signed by the Secretary of the Customer as to such approval;
(d) A certified copy of the order or consent of each governmental or
regulatory authority required by law as a prerequisite to the issuance of the
Shares in the new form, and an opinion of counsel for the Customer that the
order or consent of no other governmental or regulatory authority is required;
and
(e) An opinion of counsel for the Customer, in a form satisfactory to
the Bank, with respect to the validity of the Shares in the new form, the
obtaining of all necessary governmental consents, whether such Shares are
fully paid and non-assessable and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable law or regulation
(i.e., if subject to registration, that the Shares have been registered and
that the Registration Statement has become effective or, if exempt, the
specific grounds therefor).
2. The Customer shall furnish the Bank with a sufficient supply of
blank Share certificates in the new form, and from time to time will replenish
such supply upon the request of the Bank. Such blank Share certificates shall
be properly signed, by facsimile or otherwise, by Officers of the Customer
authorized by law or by the Bylaws to sign Share certificates and, if
required, shall bear the corporate seal or a facsimile thereof.
ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
1. The Bank will issue Share certificates upon receipt of a Certificate
from an Officer, but shall not be required to issue Share certificates after
it has received from an appropriate federal or state authority written
notification that the sale of Shares has been suspended or discontinued, and
the Bank shall be entitled to rely upon such written notification. The Bank
shall not be responsible for the payment of any original issue or other taxes
required to be paid by the Customer in connection with the issuance of any
Shares.
2. Shares will be transferred upon presentation to the Bank of Share
certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory
evidence of the payment of applicable stock transfer taxes. In the case of
small estates where no administration is contemplated, the Bank may, when
furnished with an appropriate surety bond, and without further approval of the
Customer, transfer Shares registered in the name of the decedent where the
current market value of the Shares being transferred does not exceed such
amount as may from time to time be prescribed by the various states. The Bank
reserves the right to refuse to transfer Shares until it is satisfied that the
endorsements on Share certificates are valid and genuine, and for that purpose
it may require, unless otherwise instructed by an Officer of the Customer, a
guaranty of signature by an "eligible guarantor institution" meeting the
requirements of the Bank, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Bank in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended. The Bank
also reserves the right to refuse to transfer Shares until it is satisfied
that the requested transfer is legally authorized, and it shall incur no
liability for the refusal in good faith to make transfers which the Bank, in
its judgment, deems improper or unauthorized, or until it is satisfied that
there is no basis to any claims adverse to such transfer. The Bank may, in
effecting transfers of Shares, rely upon those provisions of the Uniform Act
for the Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time, applicable to
the transfer of securities, and the Customer shall indemnify the Bank for any
act done or omitted by it in good faith in reliance upon such laws.
3. All certificates representing Shares that are subject to
restrictions on transfer (e.g., securities acquired pursuant to an investment
representation, securities held by controlling persons, securities subject to
stockholders' agreement, etc.), shall be stamped with a legend describing the
extent and conditions of the restrictions or referring to the source of such
restrictions. The Bank assumes no responsibility with respect to the transfer
of restricted securities where counsel for the Customer advises that such
transfer may be properly effected.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Customer shall furnish to the Bank a copy of a resolution of its
Board of Directors, certified by the Secretary or any Assistant Secretary,
either (i) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, the record
date as of which shareholders entitled to payment, or accrual, as the case may
be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to the Bank on
such payment date, or (ii) authorizing the declaration of dividends and
distributions on a periodic basis and authorizing the Bank to rely on a
Certificate setting forth the information described in subsection (i) of this
paragraph.
2. Prior to the payment date specified in such Certificate or
resolution, as the case may be, the Customer shall, in the case of a cash
dividend or distribution, pay to the Bank an amount of cash, sufficient for
the Bank to make the payment, specified in such Certificate or resolution, to
the shareholders of record as of such payment date. The Bank will, upon
receipt of any such cash, (i) in the case of shareholders who are participants
in a dividend reinvestment and/or cash purchase plan of the Customer, reinvest
such cash dividends or distributions in accordance with the terms of such
plan, and (ii) in the case of shareholders who are not participants in any
such plan, make payment of such cash dividends or distributions to the
shareholders of record as of the record date by mailing a check, payable to
the registered shareholder, to the address of record or dividend mailing
address. The Bank shall not be liable for any improper payment made in
accordance with a Certificate or resolution described in the preceding
paragraph. If the Bank shall not receive sufficient cash prior to the payment
date to make payments of any cash dividend or distribution pursuant to
subsections (i) and (ii) above to all shareholders of the Customer as of the
record date, the Bank shall, upon notifying the Customer, withhold payment to
all shareholders of the Customer as of the record date until sufficient cash
is provided to the Bank.
3. It is understood that the Bank shall in no way be responsible for
the determination of the rate or form of dividends or distributions due to the
shareholders.
4. It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and distributions with
the proper federal, state and local authorities as are required by law to be
filed by the Customer but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to
shareholders, except and only to the extent required of it by applicable law.
ARTICLE VII
CONCERNING THE CUSTOMER
1. The Customer shall promptly deliver to the Bank written notice of
any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Bank may issue such Share certificates as the Share certificates of the
Customer notwithstanding such death, resignation or removal, and the Customer
shall promptly deliver to the Bank such approvals, adoptions or ratifications
as may be required by law.
2. Each copy of the Charter of the Customer and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of incorporation, and if such Charter
and/or amendments are required by law also to be filed with a county or other
officer or official body, a certificate of such filing shall be filed with a
certified copy submitted to the Bank. Each copy of the Bylaws and copies of
all amendments thereto, and copies of resolutions of the Board of Directors of
the Customer, shall be certified by the Secretary or an Assistant Secretary of
the Customer under the corporate seal.
3. Customer hereby represents and warrants:
(a) It is a corporation duly organized and validly existing under the
laws of the Commonwealth of Virginia.
(b) This Agreement has been duly authorized, executed and delivered on
its behalf and constitutes the legal, valid and binding obligation of
Customer. The execution, delivery and performance of this Agreement by
Customer do not and will not violate any applicable law or regulation and do
not require the consent of any governmental or other regulatory body except
for such consents and approvals as have been obtained and are in full force
and effect.
ARTICLE VIII
CONCERNING THE BANK
1. The Bank shall not be liable and shall be fully protected in acting
upon any oral instruction, writing or document reasonably believed by it to be
genuine and to have been given, signed or made by an Officer of the Customer
and shall not be held to have any notice of any change of authority of any
person until receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share certificates which
it reasonably believes to bear the proper manual or facsimile signatures of
the duly authorized Officer or Officers of the Customer and the proper
countersignature of the Bank.
2. The Bank may establish such additional procedures, rules and
regulations governing the transfer or registration of Share certificates as it
may deem advisable and consistent with such rules and regulations generally
adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but not
inconsistent with resolutions adopted by the Board of Directors of the
Customer. The Bank may deliver to the Customer from time to time at its
discretion, for safekeeping or disposition by the Customer in accordance with
law, such records, papers, Share certificates which have been canceled in
transfer or exchange and other documents accumulated in the execution of its
duties hereunder as the Bank may deem expedient, other than those which the
Bank is itself required to maintain pursuant to applicable laws and
regulations, and the Customer shall assume all responsibility for any failure
thereafter to produce any record, paper, canceled Share certificate or other
document so returned, if and when required. The records maintained by the
Bank pursuant to this paragraph which have not been previously delivered to
the Customer pursuant to the foregoing provisions of this paragraph shall be
considered to be the property of the Customer, shall be made available upon
request for inspection by the Officers, employees and auditors of the
Customer, and shall be delivered to the Customer upon request and in any event
upon the date of termination of this Agreement, as specified in Article IX of
this Agreement, in the form and manner kept by the Bank on such date of
termination or such earlier date as may be requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the expense of
the Customer, and shall not be liable for any loss or expense arising out of,
or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact, so long as the Bank acts in good faith and without
negligence or willful misconduct in connection with the selection of such
agents or attorneys-in-fact.
5. The Bank shall be liable for any loss or damage arising out of its
own negligence or willful misconduct; provided, however, that the Bank shall
not be liable for any indirect, special, or consequential damages.
6. The Customer shall indemnify and hold harmless the Bank from and
against any and all claims (whether with or without basis in fact or law),
costs, demands, expenses and liabilities, including reasonable attorney's
fees, which the Bank may sustain or incur or which may be asserted against the
Bank except for any liability which the Bank has assumed pursuant to the
immediately preceding section. The Bank shall be deemed not to have acted
with negligence and not to have engaged in willful misconduct by reason of or
as a result of any action taken or omitted to be taken by the Bank without its
own negligence or willful misconduct in reliance upon (i) any provision of
this Agreement, (ii) any instrument, order or Share certificate reasonably
believed by it to be genuine and to be signed, countersigned or executed by
any duly authorized Officer of the Customer, (iii) any Certificate or other
instructions of an Officer, (iv) any opinion of legal counsel for the Customer
or the Bank, or (v) any law, act, regulation or any interpretation of the same
even though such law, act, or regulation may thereafter have been altered,
changed, amended or repealed. Nothing contained herein shall limit or in any
way impair the right of the Bank to indemnification under any other provision
of this Agreement.
7. Specifically, but not by way of limitation, the Customer shall
indemnify and hold harmless the Bank from and against any and all claims
(whether with or without basis in fact or law), costs, demands, expenses and
liabilities, including reasonable attorney's fees, of any and every nature
which the Bank may sustain or incur or which may be asserted against the Bank
in connection with the genuineness of a Share certificate, the Bank's due
authorization by the Customer to issue Shares and the form and amount of
authorized Shares.
8. At any time the Bank may apply to an Officer of the Customer for
written instructions with respect to any matter arising in connection with the
Bank's duties and obligations under this Agreement, and the Bank shall not be
liable for any action taken or omitted to be taken by the Bank in good faith
in accordance with such instructions. Such application by the Bank for
instructions from an Officer of the Customer may, at the option of the Bank,
set forth in writing any action proposed to be taken or omitted to be taken by
the Bank with respect to its duties or obligations under this Agreement and
the date on and/or after which such action shall be taken, and the Bank shall
not be liable for any action taken or omitted to be taken in accordance with a
proposal included in any such application on or after the date specified
therein unless, prior to taking or omitting to take any such action, the Bank
has received written instructions in response to such application specifying
the action to be taken or omitted. The Bank may consult counsel to the
Customer or its own counsel, at the expense of the Customer, and shall be
fully protected with respect to anything done or omitted by it in good faith
in accordance with the advice or opinion of such counsel.
9. When mail is used for delivery of non-negotiable Share certificates,
the value of which does not exceed the limits of the Bank's Blanket Bond, the
Bank shall send such non-negotiable Share certificates by first class mail,
and such deliveries will be covered while in transit by the Bank's Blanket
Bond. Non-negotiable Share certificates, the value of which exceed the limits
of the Bank's Blanket Bond, will be sent by insured registered mail.
Negotiable Share certificates will be sent by insured registered mail. The
Bank shall advise the Customer of any Share certificates returned as
undeliverable after being mailed as herein provided.
10. The Bank may issue new Share certificates in place of Share
certificates represented to have been lost, stolen or destroyed upon receiving
instructions in writing from an Officer and indemnity satisfactory to the
Bank. Such instructions from the Customer shall be in such form as approved
by the Board of Directors of the Customer in accordance with applicable law or
the Bylaws of the Customer governing such matters. If the Bank receives
written notification from the owner of the lost, stolen or destroyed Share
certificate within a reasonable time after he has notice of it, the Bank shall
promptly notify the Customer and shall act pursuant to written instructions
signed by an Officer. If the Customer receives such written notification from
the owner of the lost, stolen or destroyed Share certificate within a
reasonable time after he has notice of it, the Customer shall promptly notify
the Bank and the Bank shall act pursuant to written instructions signed by an
Officer. The Bank shall not be liable for any act done or omitted by it
pursuant to the written instructions described herein. The Bank may issue new
Share certificates in exchange for, and upon surrender of, mutilated Share
certificates.
11. The Bank will issue and mail subscription warrants for Shares,
Shares representing stock dividends, exchanges or splits, or act as conversion
agent upon receiving written instructions from an Officer and such other
documents as the Bank may deem necessary.
12. The Bank will supply shareholder lists to the Customer from time to
time upon receiving a request therefor from an Officer of the Customer.
13. In case of any requests or demands for the inspection of the
shareholder records of the Customer, the Bank will notify the Customer and
endeavor to secure instructions from an Officer as to such inspection. The
Bank reserves the right, however, to exhibit the shareholder records to any
person whenever it is advised by its counsel that there is a reasonable
likelihood that the Bank will be held liable for the failure to exhibit the
shareholder records to such person.
14. At the request of an Officer, the Bank will address and mail such
appropriate notices to shareholders as the Customer may direct.
15. Notwithstanding any provisions of this Agreement to the contrary,
the Bank shall be under no duty or obligation to inquire into, and shall not
be liable for:
(a) The legality of the issue, sale or transfer of any Shares, the
sufficiency of the amount to be received in connection therewith, or the
authority of the Customer to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency of the
amount to be paid in connection therewith, or the authority of the Customer to
request such purchase;
(c) The legality of the declaration of any dividend by the Customer,
or the legality of the issue of any Shares in payment of any stock dividend;
or
(d) The legality of any recapitalization or readjustment of the
Shares.
16. The Bank shall be entitled to receive and the Customer hereby
agrees to pay to the Bank for its performance hereunder (i) out-of-pocket
expenses (including legal expenses and attorney's fees) incurred in connection
with this Agreement and its performance hereunder, and (ii) the compensation
for services as set forth in Schedule I.
17. The Bank shall not be responsible for any money, whether or not
represented by any check, draft or other instrument for the payment of money,
received by it on behalf of the Customer, until the Bank actually receives and
collects such funds.
18. (a) All right, title and interest to all data, programs and
other information and materials supplied or disclosed to the Bank by Customer,
as well as all output and reports produced by the Bank by processing such
information, including, without limitation, all intellectual property rights
therein, collectively referred to as the "Customer Information," shall be the
sole property of Customer. The Bank shall provide Customer with access to or
a copy of any part of the Customer Information as Customer may reasonably
request from time to time. The Bank may disclose the Customer Information
only to its employees and authorized agents who need access to the information
to perform the Bank's obligations hereunder, and to public officials as
required by law. The Bank shall not use or disclose the Customer Information,
or allow it to be used or disclosed, for any purpose other than rendering
services and performing the Bank's obligations under this Agreement.
(b) All data, programs and other information and materials,
other than those described in Section 18(a), supplied or disclosed to Customer
by the Bank (or its licensors) pursuant to this Agreement shall be the sole
property of the Bank (or its licensors) and shall be treated by Customer in
the same manner as the Bank is required to treat Customer Information pursuant
to Section 18(a).
(c) The obligations of Section 18(a) and (b) shall not apply to
any information which the receiving party can establish: (i) has rightfully
entered the public domain; (ii) has been independently developed by the
receiving party prior to receiving it from the other party; (iii) has been
rightfully received from a third party without an obligation to keep
confidential; or (iv) is required to be disclosed pursuant to statute,
regulation or court order.
19. At the written request of the Customer, the Bank will provide, at
no additional cost to the Customer, the then most current versions of (i) the
annual report to shareholders (including audited financial statements) of The
Bank of New York Company, Inc., (ii) the Bank's "Risk Assessment/Contingency
Planning Provision" and a summary of the results of any periodic tests or
exercises of the Bank's disaster recovery plans, and (iii) the study or
evaluation, performed in accordance with Statement of Auditing Standards No.
70, on the system of internal controls covering the stock transfer services
provided by the Bank.
20. The Bank shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the Bank in
connection with this Agreement.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such notice.
In the event such notice is given by the Customer, it shall be accompanied by
a copy of a resolution of the Board of Directors of the Customer, certified by
the Secretary, electing to terminate this Agreement and designating a
successor transfer agent or transfer agents. In the event such notice is
given by the Bank, the Customer shall, on or before the termination date,
deliver to the Bank a copy of a resolution of its Board of Directors certified
by the Secretary designating a successor transfer agent or transfer agents.
In the absence of such designation by the Customer, the Bank may designate a
successor transfer agent. If the Customer fails to designate a successor
transfer agent and if the Bank is unable to find a successor transfer agent,
the Customer shall, upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder, be deemed to
be its own transfer agent and the Bank shall thereafter be relieved of all
duties and responsibilities hereunder. Upon terminationhereof, the Customer
shall pay to the Bank such compensation as may be due to the Bank as of the
date of such termination, and shall reimburse the Bank for any disbursements
and expenses made or incurred by the Bank and payable or reimbursable
hereunder.
ARTICLE X
MISCELLANEOUS
1. The indemnities contained herein shall be continuing obligations of
the Customer, its successors and assigns, notwithstanding the termination of
this Agreement.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Customer shall be sufficiently given if
addressed to the Customer and mailed or delivered to it at P. O. Box 7ll,
Charlottesville, Virginia 22902, or at such other place as the Customer may
from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Bank shall be sufficiently given if
addressed to the Bank and mailed or delivered to it at its office at 101
Barclay Street (22W), New York, New York 10286 or at such other place as the
Bank may from time to time designate in writing.
4. This Agreement may not be amended or modified in any manner except
by a written agreement duly authorized and executed by both parties. Any duly
authorized Officer may amend any Certificate naming Officers authorized to
execute and deliver Certificates, instructions, notices or other instruments,
and the Secretary or any Assistant Secretary may amend any Certificate listing
the shares of capital stock of the Customer for which the Bank performs
Services hereunder.
5. This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party without the prior
written consent of the other party, and provided, further, that any
reorganization, merger, consolidation, or sale of assets, by the Bank shall
not be deemed to constitute an assignment of this Agreement.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
7. This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original; but such counterparts, together,
shall constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only the
Bank and the Customer, and no rights shall be granted to any other person by
virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and
year first above written.
Attest: JEFFERSON BANKSHARES, INC.
/s/ William M. Watson, Jr.
By: /s/ O. Kenton McCartney
Chief Executive Officer
Attest: THE BANK OF NEW YORK
/s/ Richard Hanrahan
By: /s/ Ralph Chianese
Vice President
[SCHEDULE 1 OMITTED]
