SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 22,
1995
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia No.1-6580 54-0497561
(State or other jurisdiction (Commission) (IRS
Employer
of incorporation) File Number)
Identification No.)
6400 Arlington Boulevard
Falls Church, Virginia
22042-2336
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 241-3656
None
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On February 22, 1995, the Board of Directors of the
Registrant amended Article I of
Registrant's Bylaws by adding Sections 11 and 12 to that Article.
Copies of the resolutions
approving the Bylaws and the text of the Bylaws is attached hereto
as Exhibit A. The new
Bylaw changes impose procedural requirements upon a stockholder of
the Registrant who desires
to nominate persons for election as directors or who wishes to
make new business proposals at
the Registrant's Annual Meeting of Stockholders. The purpose of
the Bylaw changes is to insure
that both the Board of Directors of the Registrant and the
stockholders have adequate time and
information to consider the qualifications of director nominees
and the merits of proposals made
by stockholders.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly
authorized.
FIRST VIRGINIA BANKS, INC.
Date:February 24, 1995 By:/s/ Barry
J. Fitzpatrick
Barry J. Fitzpatrick, Chairman and
Chief
Executive Officer
\COLE\edgar\bylaws.8-K
EXHIBIT A
SECRETARY'S CERTIFICATE
I, Barbara J. Chapman, Assistant Corporate Secretary of First
Virginia Banks, Inc., a Corporation organized and existing under
the laws of the Commonwealth of Virginia, hereby certify that the
following resolution was adopted by the Board of Directors of First
Virginia Banks, Inc. at its meeting held February 22, 1995, and is
presently in full force and effect:
WHEREAS, the Board of Directors has determined that
it is in the best interests of the Corporation's
stockholders to amend the Bylaws in order to establish
procedures for the nomination of directors at stockholder
meetings;
NOW, THEREFORE, BE IT RESOLVED, that Article I of
the Bylaws of the Corporation is hereby amended by adding
the following:
Section 11. Stockholder Nominations.
(a) Nominations of candidates for election as
directors at any annual meeting of
stockholders may be made (i) by, or at the
direction of, a majority of the directors
(provided that, if as of the date of the
nomination there is a Related Person as
defined in Article XI of the Articles of
Incorporation, such majority shall include a
majority of the Continuing Directors, as
defined in Article XI of the Articles of
Incorporation (such directors, whether or not
they include the Continuing Directors shall be
referred to as the "directors" for the
purposes of this Section 11)) or (ii) by any
stockholder of record entitled to vote at such
annual meeting. Only persons nominated in
accordance with procedures set forth in
Section 11(b) shall be eligible for election
as directors at an annual meeting.
(b) Nominations, other than those made
by, or at the direction of, a majority of the
directors, shall be made pursuant to timely
notice in writing to the secretary of the
Corporation as set forth in this Section
11(b). To be timely, a stockholder's notice
shall be delivered to, or mailed and received
at, the principal executive offices of the
Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the date
of the scheduled annual meeting, regardless of
postponements, deferrals, or adjournments of
that meeting to a later date; provided,
however, that if less than seventy (70) days'
notice or prior public disclosure of the date
of the scheduled annual meeting is given or
made, notice by the stockholder to be timely
must be so delivered or received not later
than the close of business on the tenth (10th)
day following the earlier of the day on which
such notice of the date of the scheduled
annual meeting was mailed or the day on which
such public disclosure was made. Such
stockholder's notice shall set forth (i) as to
each person whom the stockholder proposes to
nominate for election as a director (a) the
name, age, business address and residence
address of such person, (b) the principal
occupation or employment of such person, (c)
the class and number of shares of the
Corporation's equity securities which are
beneficially owned (as such term is defined in
Rule 13d-3 or 13d-5 under the Securities
Exchange Act of 1934 (the "Exchange Act")) by
such person on the date of such stockholder
notice and (d) any other information relating
to such person that would be required to be
disclosed pursuant to Schedule 13D under the
Exchange Act in connection with the
acquisition of shares, and pursuant to
Regulation 14A under the Exchange Act, in
connection with the solicitation of proxies
with respect to nominees for election as
directors, regardless of whether such person
is subject to the provisions of such
regulations, including, but not limited to,
information required to be disclosed by Items
4(b) and 6 of Schedule 14A under the Exchange
Act and information which would be required to
be filed on Schedule 14B under the Exchange
Act with the Securities and Exchange
Commission and (ii) as to the stockholder
giving the notice (a) the name and address, as
they appear on the Corporation's books, of
such stockholder and any other stockholder who
is a record or beneficial owner of any equity
securities of the Corporation and who is known
by such stockholder to be supporting such
nominee(s) and (b) the class and number of
shares of the Corporation's equity securities
which are beneficially owned, as defined
above, and owned of record by such stockholder
on the date of such stockholder notice and the
number of shares of the Corporation's equity
securities beneficially owned and owned of
record by any person known by such stockholder
to be supporting such nominee(s) on the date
of such stockholder notice. At the request of
a majority of the directors, any person
nominated by, or at the direction of, the
Board of Directors for election as a director
at an annual meeting shall furnish to the
secretary of the Corporation that information
required to be set forth in a stockholder's
notice of nomination which pertains to the
nominee.
(c) No person shall be elected as a
director of the Corporation unless such person
is nominated in accordance with the procedures
set forth in Section 11 and is eligible to
serve as a director under Article II of these
bylaws. Ballots bearing the names of all the
persons who have been nominated for election
as directors at an annual meeting in
accordance with the procedures set forth in
Section 11 and are eligible to serve as a
director under Article II of these bylaws
shall be provided for use at the annual
meeting.
(d) A majority of the directors may
reject any nomination by a stockholder not
timely made in accordance with the
requirements of Section 11(b). If a majority
of the directors determines that the
information provided in a stockholder's notice
does not satisfy the informational
requirements of Section 11(b) in any material
respect, the secretary of the Corporation
shall promptly notify such stockholder of the
deficiency in the notice. The stockholder
shall have an opportunity to cure the
deficiency by providing additional information
to the secretary within five (5) days from the
date such deficiency notice is given to the
stockholder, or such shorter time as may be
reasonably deemed appropriate by a majority of
the directors. If the deficiency is not cured
within such period, or if a majority of the
directors reasonably determines that the
additional information provided by the
stockholder, together with the information
previously provided, does not satisfy the
requirements of Section 11(b) in any material
respect, then the board of directors may
reject such stockholder's nomination. The
secretary of the Corporation shall notify a
stockholder in writing whether his or her
nomination has been made in accordance with
the time and informational requirements of
Section 11(b). Notwithstanding the procedure
set forth in this paragraph, if the majority
of the directors does not make a determination
as to the validity of any nominations by a
stockholder, the chairman of the annual
meeting shall determine and declare at the
annual meeting whether a nomination was not
made in accordance with the terms of Section
11(b). If the chairman of such meeting
determines that a nomination was not made in
accordance with the terms of Section 11(b), he
or she shall so declare at the annual meeting
and the defective nomination shall be
disregarded.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the
seal of First Virginia Banks, Inc. to be hereunto affixed this 22nd
day of February, 1995.
/s/ Barbara J. Chapman
Barbara J. Chapman
Assistant Corporate Secretary
(SEAL)
SECRETARY'S CERTIFICATE
I, Barbara J. Chapman, Assistant Corporate Secretary of First
Virginia Banks, Inc., a Corporation organized and existing under
the laws of the Commonwealth of Virginia, hereby certify that the
following resolution was adopted by the Board of Directors of First
Virginia Banks, Inc. at its meeting held February 22, 1995, and is
presently in full force and effect:
WHEREAS, the Board of Directors has determined that
it is in the best interests of the Corporation's
stockholders to amend the Bylaws in order to establish
procedures for the introduction of new business at
stockholder meetings;
NOW, THEREFORE, BE IT RESOLVED, that Article I of
the Bylaws of the Corporation is hereby amended by adding
the following:
Section 12. Business to be Brought Before
the Meeting. (a) At an annual meeting of
stockholders, only such business shall be
conducted, and only such proposals shall be
acted upon as shall have been brought before
the annual meeting (i) by, or at the direction
of, the majority of the directors (provided
that, if as of the date of the nomination
there is a Related Person as defined in
Article XI of the Articles of Incorporation,
such majority shall include a majority of the
Continuing Directors, as defined in Article XI
of the Articles of Incorporation (such
directors, whether or not they include the
Continuing Directors shall be referred to as
the "directors" for the purposes of this
Section 12)); or (ii) by any stockholder of
the Corporation who complies with the notice
procedures set forth in Section 12(b).
(b) For a proposal to be properly
brought before an annual meeting by a
stockholder, the stockholder must have given
timely notice thereof in writing to the
secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to, or
mailed and received at, the principal
executive offices of the Corporation not less
than sixty (60) days nor more than ninety (90)
days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or
adjournments of that meeting to a later date;
provided, however, that if less than seventy
(70) days' notice or prior public disclosure
of the date of the scheduled annual meeting is
given or made, notice by the stockholder, to
be timely, must be so delivered or received
not later than the close of business on the
tenth (10th) day following the earlier of the
day on which such notice of the date of the
scheduled annual meeting was mailed or the day
on which such public disclosure was made. A
stockholder's notice to the secretary shall
set forth as to each matter the stockholder
proposes to bring before the annual meeting
(i) a brief description of the proposal
desired to be brought before the annual
meeting and the reasons for conducting such
business at the annual meeting, (ii) the name
and address, as they appear on the
Corporation's books, of the stockholder
proposing such business and any other
stockholder who is the record or beneficial
owner (as defined in Section 11(a) of these
bylaws) of any equity security of the
Corporation known by such stockholder to be
supporting such proposal, (iii) the class and
number of shares of the Corporation's equity
securities which are beneficially owned (as
defined in Section 11(a) of these bylaws) and
owned of record by the stockholder giving the
notice on the date of such stockholder notice
and by any other record or beneficial owners
of the Corporation's equity securities known
by such stockholder to be supporting such
proposal on the date of such stockholder
notice, and (iv) any financial or other
interest of the stockholder in such proposal.
(c) A majority of the directors may
reject any stockholder proposal not timely
made in accordance with the terms of Section
12(b). If a majority of the directors
determines that the information provided in a
stockholder's notice does not satisfy the
informational requirements of Section 12(b) in
any material respect, the secretary of the
Corporation shall promptly notify such
stockholder of the deficiency in the notice.
The stockholder shall have the opportunity to
cure the deficiency by providing additional
information to the secretary within such
period of time, not to exceed five (5) days
from the date such deficiency notice is given
to the stockholder, as the majority of the
directors shall reasonably determine. If the
deficiency is not cured within such period, or
if the majority of the directors determines
that the additional information provided by
the stockholder, together with information
previously provided, does not satisfy the
requirements of this Section 12(b) in any
material respect, then a majority of the
directors may reject such stockholder's
proposal. The secretary of the Corporation
shall notify a stockholder in writing whether
such person's proposal has been made in
accordance with the time and information
requirements of Section 12(b).
Notwithstanding the procedures set forth in
this paragraph, if the majority of the
directors does not make a determination as to
the validity of any stockholder proposal, the
chairman of the annual meeting shall determine
and declare at the annual meeting whether the
stockholder proposal was made in accordance
with the terms of Section 12(b). If the
chairman of such meeting determines that a
stockholder proposal was not made in
accordance with the terms of Section 12(b), he
or she shall so declare at the annual meeting
and any such proposal shall not be acted upon
at the annual meeting.
(d) This provision shall not prevent the
consideration and approval or disapproval at
the annual meeting of reports of officers,
directors and committees of the Board of
Directors, but, in connection with such
reports, no new business shall be acted upon
at such annual meeting unless stated, filed
and received as herein provided.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the
seal of First Virginia Banks, Inc. to be hereunto affixed this 22nd
day of February, 1995.
/s/ Barbara J. Chapman
Barbara J. Chapman
Assistant Corporate Secretary
(SEAL)
