SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995
or
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
Commission file number 0-9101
Jefferson Bankshares, Inc.
Deferred Compensation and Stock Purchase Plan
for Non-Employee Directors
(Full title of the Plan)
Jefferson Bankshares, Inc.
123 East Main Street
Charlottesville, Virginia 22902
(Name of Issuer of the Securities held
pursuant to the Plan and address of its
principal executive offices)
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KPMG Peat Marwick LLP
Suite 1900
1021 East Cary Street
Richmond, Virginia 23219-4023
Independent Auditors' Report
The Board of Directors
Jefferson Bankshares, Inc.:
We have audited the statements of assets available for plan benefits of the
Jefferson Bankshares, Inc. Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors ("the Plan") as of December 31, 1995 and 1994, and the
related statements of changes in assets available for plan benefits for each
of the years in the three-year period ended December 31, 1995. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Jefferson
Bankshares, Inc. Deferred Compensation and Stock Purchase Plan for Non-
Employee Directors at December 31, 1995 and 1994, and the changes in assets
available for plan benefits for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
January 16, 1996
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JEFFERSON BANKSHARES, INC. DEFERRED COMPENSATION AND STOCK
PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
Statements of Assets Available for Plan Benefits
December 31, 1995 and 1994
1995 1994
Receivable from Jefferson Bankshares, Inc. - cash $ 59,882 302,446
Receivable from Jefferson National Bank - common stock 939,576 -
Receivable from Jefferson National Bank - cash 184,624 761,482
Assets available for plan benefits $1,184,082 1,063,928
See accompanying notes to financial statements.
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JEFFERSON BANKSHARES, INC. DEFERRED COMPENSATION AND STOCK
PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
Statements of Changes in Assets Available for Plan Benefits
Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
Interest income $ 29,285 30,132 27,056
Dividend income 11,969 - -
Contributions:
Jefferson Bankshares, Inc. 28,500 28,250 26,250
Jefferson National Bank 72,400 65,400 66,300
100,900 93,650 92,550
Total additions 142,154 123,782 119,606
Benefits paid directly to
plan participants 22,000 34,517 -
Net additions to assets available 120,154 89,265 119,606
for plan benefits
Assets available for plan benefits:
Beginning of year 1,063,928 974,663 855,057
End of year $1,184,082 1,063,928 974,663
See accompanying notes to financial statements.
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JEFFERSON BANKSHARES, INC. DEFERRED COMPENSATION AND STOCK
PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Jefferson Bankshares, Inc.
Deferred Compensation and Stock Purchase Plan for Non-Employee Directors
("the Plan") have been prepared on the accrual basis of accounting.
Accordingly, contributions and interest income are recorded when earned
and benefits payable are recorded when payable according to the
provisions of the Plan.
Investments
The Plan's investments consist of receivables from Jefferson Bankshares,
Inc. ("the Plan Sponsor") and receivables of cash from its wholly-owned
bank subsidiary, Jefferson National Bank ("JNB"). The Plan Sponsor
maintains book accounts for the benefit of each Plan participant and
periodically credits such accounts for fees earned, stock purchased,
interest income and any withdrawals. As discussed in note 2, all
deferred fees shall be a part of the general assets of the Plan Sponsor.
Common stock is valued at cost.
Interest Income
Interest income is allocated to each Plan participant's account on a
quarterly basis using an interest rate equal to the Plan Sponsor's
published six-month certificate of deposit rate for denominations of
$10,000 or greater.
(2) Summary of Significant Provisions of the Plan
The following brief description of the Plan is provided for general
information purposes only. Plan participants should refer to the Plan
document for more complete information.
General
The Plan is a nonqualified plan established by the Plan Sponsor to
enable non-employee directors of the Plan Sponsor and JNB to defer
annual retainer and meeting fees for personal income tax purposes. The
Plan is administered by an Administrative Committee appointed by the
Plan Sponsor. The Plan is not subject to the Employee Retirement Income
Security Act of 1974.
Plan participants do not retain any proprietary interest in the Plan
Sponsor or any of its assets and for all purposes are deemed to be a
general creditor of the Plan Sponsor. The interests of the Plan
participants cannot be pledged or assigned and shall not be subject to
the claims of creditors of the Plan participants.
Eligibility and Contributions
The Plan covers non-employee directors of the Plan Sponsor and JNB.
Participation is voluntary and participants make no contributions to the
Plan. All administrative costs of the Plan are borne by the Plan
Sponsor.
Vesting Provisions
Participants are fully vested in the Plan at all times.
Retirement and Death Benefits
Plan participants (or their beneficiaries, collectively "Plan
participants") are eligible for distribution of their benefits upon
death, disability or upon termination of membership on the Board of
Directors. The Plan also provides for discretionary distributions at
the request of Plan participants, subject to approval by the
Administrative Committee. Plan participants may receive lump sum or
equal annual payments, at their option.
Plan Amendment
The Plan Sponsor amended and restated the Plan on December 13, 1994 to
provide Plan participants the additional option of investing in
Jefferson Bankshares, Inc. common stock. In connection with this
amendment, the Plan Sponsor registered 150,000 shares of Jefferson
Bankshares, Inc. common stock for this purpose.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of Jefferson Bankshares, Inc.'s Directors Deferred Compensation
Committee have duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
DEFERRED COMPENSATION AND
STOCK PURCHASE PLAN FOR
NON-EMPLOYEE DIRECTORS
Date: March 14, 1996 By: O. Kenton McCartney
Member, Directors
Deferred Compensation Committee
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Exhibit Index
Exhibit No.
23 Consent of KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Suite 1900
1021 East Cary Street
Richmond, Virginia 23219
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Jefferson Bankshares, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Jefferson Bankshares, Inc. of our report dated January 16, 1996,
relating to the statements of assets available for plan benefits of the
Jefferson Bankshares, Inc. Deferred Compensation and Stock Purchase Plan
for Non-Employee Directors as of December 31, 1995 and 1994, and the related
statements of changes in assets available for plan benefits for each of the
years in the three-year period ended December 31, 1995 which report appears
in the December 31, 1995 Annual Report on Form 11-K of Jefferson
Bankshares, Inc.
KPMG PEAT MARWICK LLP
Richmond, Virginia
January 14, 1996
