As filed with the Securities and Exchange Commission on May 30, 1995
Registration No. 33-56127
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 Copy to: Charles B. Schelberg, Esq.
First Virginia Banks, Inc. Miles & Stockbridge
6400 Arlington Boulevard 10 Light Street
Falls Church, Virginia Baltimore, Maryland
22042-2336 26202-1487
(703) 241-4486
(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 Farmers National Bancorp into First Virginia
Banks, Inc. First Virginia Banks, Inc. originally registered 4,048,584
shares and only used 2,891,782 shares in connection with the merger. It is
therefore deregistering 1,156,802 shares.
The merger of Farmers National Bancorp into First Virginia was
consummated on December 28, 1994.<PAGE>
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS; UNDERTAKINGS
Item 20. Indemnification
Article 10 of the Virginia Stock Corporation Act (the "VSCA") allows, in
general, for indemnification, in certain circumstances by a Virginia
corporation of any person threatened with or made a party to any action, suit
or proceeding by reason of the fact that he or she is, or was, a director,
officer, employee or agent of such corporation. Indemnification is also
authorized with respect to a criminal action or proceeding where the person
had no reasonable cause to believe that his or her conduct was unlawful.
Article 9 of the VSCA provides limitations on damages payable by officers and
directors, except in cases of willful misconduct or knowing violation of the
criminal law.
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 stockholders, but shares of or
controlled by interested directors may not be voted on the determination.
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 stockholder 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 July 1, 1994 and Plan of
Merger dated July 1, 1994 (included as Appendix A to the Proxy
Statement-Prospectus 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, 1993.)
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,
1993.) Also incorporated herein is the Rights Agreement dated July
29, 1988 between First Virginia banks, Inc. and American Security
Bank, N.A. which is incorporated herein by reference to First
Virginia's Registration Statement on Form 8-A dated August 1, 1988.
5 Opinion of Christopher M. Cole, Vice President and Assistant
General Counsel (filed with the original Registration Statement).
8 Opinion to be provided as to certain tax matters by Miles &
Stockbridge, a Professional Corporation (filed with the original
Registration Statement).
10 Employment Agreements between First Virginia and John M. Suit, II,
Louis A. Supanek, Frank T. Lowman and Ross J. Selby (filed with the
original Registration Statement).
15 Letter from Ernst & Young LLP regarding unaudited interim financial
information (filed with the original Registration Statement).
21 Subsidiaries (filed with the original Registration Statement). 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,
Bank of Madisonville, and First Knoxville Bank, which are
incorporated in Tennessee.
23(a)Consent of Ernst & Young LLP (filed with the original Registration
Statement).
23(b)Consent of Stegman & Company (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 Miles & Stockbridge, a Professional Corporation (included
with its opinion as Exhibit A).
23(e)Consent of Alex. Brown & Sons Incorporated (filed with the original
Registration Statement).
24 Powers of Attorney (filed with the original Registration Statement).
99 Form of Proxy for Special Meeting of Stockholders of Farmers
National Bancorp (Filed with the original Registration Statement).
Item 22. Undertakings
(a) 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.
(b) 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.
(c) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Proxy/Prospectus
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.
(d) 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. 56127 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
*
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Edward L. Breeden, III, Director
*
- ------------------------------
Paul H. Geithner, Jr., Director
*
- ------------------------------
L.H. Ginn, III, Director
<PAGE>
SIGNATURE AND TITLE
*
- ------------------------------
Gilbert R. Giordano, Director
*
- ----------------------------
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
*
- ------------------------------
Albert F. Zettlemoyer, Director
/s/ Christopher M. Cole
By---------------------------
Christopher M. Cole
(Attorney-in-Fact)**
**By authority of Power of Attorney filed with this Registration Statement on
Form S-4
<PAGE>
