As filed with the Securities and Exchange Commission on May 30, 1995
Registration No. 33-52507
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State or Other Jurisdiction of Incorporation or Organization)
(6711)
(SICC Number)
54-0497561
(IRS Employer Identification Number)
One First Virginia Plaza
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
(703) 241-3655
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
CHRISTOPHER M. COLE
First Virginia Banks, Inc.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
(Name, address, including zip code, telephone number, including area
code, of Agent for Service)
<PAGE>
FIRST VIRGINIA BANKS, INC.
The purpose of this Post-Effective Amendment is to deregister the
remaining shares that were originally registered by First Virginia Banks,
Inc. in connection with the merger of FNB Financial Corporation into First
Virginia Banks, Inc. First Virginia Banks, Inc. originally registered
387,977 shares and only used 342,295 shares in connection with the merger.
It is therefore deregistering 45,682 shares.
The merger of FNB Financial Corporation into First Virginia Banks, Inc.
was consummated on June 17, 1994.<PAGE>
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS; UNDERTAKINGS
Item 20. Indemnification
Article VI of First Virginia's Articles of Incorporation mandates the
indemnification of directors, advisory directors and officers as a result of
liability incurred by them in proceedings instituted against them by third
parties or by or on behalf of First Virginia itself, relating to the manner
in which they perform their duties unless they have been guilty of willful
misconduct or a knowing violation of criminal law. Subsection (a) of
Article VI provides that First Virginia may contract in advance to provide
such indemnification. Under Article VI, the procedures for determining
whether indemnification must be made will be as provided under the Virginia
Stock Corporation Act ("Corporation Act"). The Corporation Act provides
that this determination must be made (1) by a majority vote of a quorum
consisting of disinterested directors; (2) if such quorum is not available,
by a majority vote of a committee designated by the Board of Directors
consisting solely of two or more disinterested directors; (3) by special
legal counsel selected (i) by the Board or its committee as in (1) or (2)
above or, if none such, (ii) by a majority of the full Board; or (4) by the
shareholders, not including shares of or controlled by interested directors.
Subsection (b) of Article VI requires the advancement of expenses
reasonably incurred by a director, advisory director or officer in a
proceeding upon receipt of an undertaking from him to repay the amounts
advanced if it is ultimately determined that he is not entitled to
indemnification. If, however, a determination has been made that the
director, advisory director or officer is not entitled to be indemnified,
expenses need not be advanced.
Subsection (c) of Article VI authorizes First Virginia to provide
indemnification and make advances and reimbursements for expenses to other
persons including directors, advisory directors and officers of its
subsidiaries and employees and agents of First Virginia and its
subsidiaries, to the same extent or a lesser extent than is required to
indemnify directors, advisory directors and officers of First Virginia.
First Virginia may also contract in advance to provide such indemnification.
Subsection (d) of Article VI provides that in any proceeding brought by
a shareholder in the right of First Virginia or brought by or on behalf of
shareholders of First Virginia, no damages may be assessed against a
director, advisory director or officer of First Virginia arising out of a
single transaction, occurrence, or course of conduct. This elimination of
liability is not applicable if the director, advisory director or officer
engages in willful misconduct or a knowing violation of criminal law or of
any federal or state securities law.
First Virginia maintains a Directors and Officers Liability Insurance
Policy issued by Federal Insurance Company (part of the Chubb Group of
Insurance Companies) in the aggregate amount of $20 million. This policy
provides coverage up to 100% of its face amount, subject to deductible
amounts. In general, the policy insures (i) First Virginia's directors and
officers and those of its affiliates against loss by reason of their
wrongful acts, and/or (ii) First Virginia against claims against the
directors and officers by reason of their wrongful acts for which First
Virginia is required to indemnify or pay, all as such terms are defined in
the policies and subject to the terms and conditions contained therein.
Item 21 Exhibits and Financial Statements Schedule
2 Agreement and Plan of Reorganization dated November 9, 1993 and
Plan of Merger (included as Exhibit A to the Prospectus/Proxy
Statement filed with the original Registration Statement).
3 Restated Articles of Incorporation and Bylaws of First Virginia
Banks, Inc. (incorporated herein by reference to Exhibit (3) of
First Virginia's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4 Instruments defining the rights of security holders, including
indentures. (With respect to First Virginia's Common and Preferred
Stock, the rights of security holders are described in the
Restated Articles of Incorporation and Bylaws which are
incorporated herein by reference to Exhibit 3 of First Virginia's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992.) Instruments defining the rights of holders of First
Virginia's long-term debt are not filed herein because the total
amount of securities authorized thereunder does not exceed 10% of
consolidated total assets. First Virginia hereby agrees to
furnish a copy of such instruments to the SEC upon its request.
5 Opinion of Christopher M. Cole, Vice President and Assistant
General Counsel (filed with the original Registration Statement).
8 Opinion Regarding Tax Matters of Christopher M. Cole, Vice
President and Assistant General Counsel of First Virginia (filed
with the original Registration Statement).
15 Letter from Ernst & Young regarding unaudited interim financial
information (filed with the original Registration Statement).
21 Bank subsidiaries of First Virginia Banks, Inc. are listed on
pages 50 through 56 of First Virginia's 1992 Annual Report to
Shareholders which is incorporated herein by reference. A list
of subsidiaries other than banks is not filed herein because such
subsidiaries, considered in the aggregate, would not constitute a
significant subsidiary. Each of the banks is incorporated in
Virginia with the exception of First Virginia Bank-Central
Maryland and First Virginia Bank-Maryland, which are incorporated
in Maryland, and Tri-City Bank and Trust Company, United Southern
Bank, and Bank of Madisonville, which are incorporated in
Tennessee.
23(a) Consent of Ernst & Young (filed with the original
Registration Statement).
23(b) Consent of Coopers & Lybrand (filed with the original
Registration Statement).
23(c) Consent of Christopher M. Cole regarding his opinion
concerning the legality of securities (included with his
opinion as Exhibit 5).
23(d) Consent of Christopher M. Cole regarding opinion of tax
matters (included with his opinion as Exhibit 8).
23(e) Consent of the Robinson-Humphrey Company, Inc. (filed with
the original Registration Statement).
99 Form of Proxy (filed with the original Registration
Statement).
Item 22. Undertakings
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended
("Securities Act"), 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of First
Virginia pursuant to provisions of the Code of Virginia or the Articles of
Incorporation or Bylaws of First Virginia or resolutions of First Virginia's
shareholders adopted pursuant thereto, or otherwise, First Virginia has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by First
Virginia of expenses incurred or paid by a director, officer or controlling
person of First Virginia in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of
First Virginia in connection with the securities being registered, First
Virginia will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus/Proxy
Statement pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post Effective Amendment No. 1 to
Registration Statement No. 33-52507 to be signed on its behalf by the
undersigned, thereunto duly authorized in the County of Fairfax and State of
Virginia on the 26th day of May, 1995.
FIRST VIRGINIA BANKS, INC.
/s/ Barry J. Fitzpatrick
By-------------------------------
Barry J. Fitzpatrick, Chairman and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 26, 1995.
SIGNATURE and TITLE
/s/ Barry J. Fitzpatrick
- ----------------------------------------
Barry J. Fitzpatrick, Chairman and Principal
Executive Officer
/s/ Richard F. Bowman
- ----------------------------------------
Richard F. Bowman, Principal Financial Officer
and Principal Accounting Officer
*
- ----------------------------------------
Edward L. Breeden, III, Director
*
- ----------------------------------------
Paul H. Geithner, Jr., Director
*
- ----------------------------------------
L.H. Ginn, III, Director
*
- ----------------------------------------
Gilbert R. Giordano, Director
<PAGE>
*
- ----------------------------------------
T. Keister Greer, Director
*
- ----------------------------------------
Elsie C. Gruver, Director
*
- ----------------------------------------
Eric C. Kendrick, Director
*
- ----------------------------------------
Thomas K. Malone, Jr., Director
*
- ----------------------------------------
W. Lee Phillips, Jr., Director
*
- ----------------------------------------
Josiah P. Rowe, III, Director
*
- ----------------------------------------
Albert F. Zettlemoyer, Director
/s/ Christopher M. Cole
By---------------------------
Christopher M. Cole
(Attorney-in-Fact)**
**By authority of Power of Attorney filed with the original Registration
Statement.
<PAGE>
