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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Firearms Training Systems, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
318120102
(CUSIP Number)
Ed Szarkowicz
First Source Financial LLP
2850 West Golf Road, 5th Floor
Rolling Meadows, IL 60008
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 318120102 13D Page 2 of 11 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
First Source Financial LLP
36-39991240
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been
acquired in partial satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e). N/A
6. Citizenship or Place of Organization. Illinois
Number of 7. Sole Voting Power.
Shares
Beneficially 8. Shared Voting Power. 9,467,188
Owned by
Each 9. Sole Dispositive Power.
Reporting
Person With 10. Shared Dispositive Power 9,467,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,467,188
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 13.77%
14. Type of Reporting Person (See Instructions). PN
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CUSIP No. 318120102 13D Page 3 of 11 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Dominion Resources, Inc.
54-1229715
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been acquired in partial
satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). N/A
6. Citizenship or Place of Organization. Virginia
Number of 7. Sole Voting Power.
Shares
Beneficially 8. Shared Voting Power. 9,467,188
Owned by
Each 9. Sole Dispositive Power.
Reporting
Person With 10. Shared Dispositive Power 9,467,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,467,188
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 13.77%
14. Type of Reporting Person (See Instructions). HC
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CUSIP No. 318120102 13D Page 4 of 11 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Dominion Capital, Inc.
54-3480682
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been
acquired in partial satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). N/A
6. Citizenship or Place of Organization. Virginia
Number of 7. Sole Voting Power.
Shares
Beneficially 8. Shared Voting Power. 9,467,188
Owned by
Each 9. Sole Dispositive Power.
Reporting
Person With 10. Shared Dispositive Power 9,467,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,467,188
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 13.77%
14. Type of Reporting Person (See Instructions). HC
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CUSIP No. 318120102 13D Page 5 of 11 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Virginia Financial Ventures, Inc.
54-1740145
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been acquired in partial
satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). N/A
6. Citizenship or Place of Organization. Virginia
Number of 7. Sole Voting Power.
Shares
Beneficially 8. Shared Voting Power. 9,467,188
Owned by
Each 9. Sole Dispositive Power.
Reporting
Person With 10. Shared Dispositive Power 9,467,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,467,188
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 13.77%
14. Type of Reporting Person (See Instructions). CO
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CUSIP No. 318120102 13D Page 6 of 11 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
N.H. Capital, Inc.
36-3990749
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions). Subject shares have been acquired in partial
satisfaction of restructured loans.
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). N/A
6. Citizenship or Place of Organization. Virginia
Number of 7. Sole Voting Power.
Shares
Beneficially 8. Shared Voting Power. 9,467,188
Owned by
Each 9. Sole Dispositive Power.
Reporting
Person With 10. Shared Dispositive Power 9,467,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,467,188
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A
13. Percent of Class Represented by Amount in Row (11). 13.77%
14. Type of Reporting Person (See Instructions). CO
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First Source Financial LLP, an Illinois registered limited liability
partnership ("FSFLLP"), hereby files this Schedule 13D (the "Statement"), with
respect to the shares of Class A common stock (the "Shares"), of Firearms
Training Systems, Inc. (the "Issuer"). Virginia Financial Ventures, Inc.
("Virginia") and N.H. Capital, Inc., each a Virginia corporation and each a
wholly owned subsidiary of Dominion Capital, Inc. ("Dominion"), a Virginia
corporation that holds a fifty percent general partnership interest in FSFLLP
and is a wholly owned subsidiary of Dominion Resources, Inc., a Virginia
corporation ("Dominion Resources"), Dominion and Dominion Resources hereby join
in this Statement.
Item 1. Security and Issuer
Class A Common Stock. Firearms Training Systems, Inc., 7340 McGinnis Ferry
Road, Suwanee, Georgia 30174
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction C of
this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal office
and the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).
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FSFLLP's principal business is providing commercial
financial services. The address of FSFLLP's principal
business and the address of its principal office are
2850 West Golf Road, 5th Floor, Rolling Meadows,
Illinois 60008. The present principal occupation or
employment and the name, principal business and address
of any corporation or other organization in which such
employment is conducted of each executive officer and
director of FSFLLP are set forth in Appendix A. During
the last five years, neither FSFLLP nor, to the best of
(a) FSFLLP its knowledge, any of the persons listed in
Appendix A has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with
respect to such laws. To the best knowledge of FSFLLP,
except as otherwise indicated in Appendix A, each of
the persons listed in Appendix A is a citizen of the
United States of America.
Virginia's principal
business is acting as the general partner of
FSFLLP. The address of Virginia's principal
business and the address of its principal office are
120 Tredegar Street, Richmond, Virginia 23219. The
present principal occupation or employment and the
name, principal business and address of any
corporation or other organization in which such
employment is conducted of each executive officer and
director of Virginia are set forth in Appendix B.
During the last five years, neither Virginia nor, to
the best of its knowledge, any of the persons listed
in Appendix B has
(b) Virginia been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violations with respect to such laws.
N.H.'s principal business is acting as the general
partner of FSFLLP. The address of N.H.'s principal
business and the address of its principal office are
120 Tredegar Street, Richmond, Virginia 23219. The
present principal occupation or employment and the
name, principal business and address of any corporation
or other organization in which such employment is
conducted of each executive officer and director of
N.H. are set forth in Appendix B. During the last five
years, neither N.H. nor, to the best of its knowledge,
any of the persons listed in Appendix B has been
(c) N.H. convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or
administrative body of competent
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jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with respect
to such laws. To the best knowledge of N.H., except as
otherwise indicated in Appendix B, each of the persons
listed in Appendix B is a citizen of the United States
of America.
Dominion is primarily engaged in financial and real
estate investment activities. The address of Dominion's
principal business and the address of its principal
office are 120 Tredegar Street, Richmond, Virginia
23219. The present principal occupation or employment
and the name, principal business and address of any
corporation or other organization in which such
employment is conducted of each executive officer and
director of Dominion are set forth in Appendix C.
During the last five years, neither Dominion nor, to
the best of its knowledge, any of the persons listed
(d) Dominion in Appendix C has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws. To the best knowledge of
Dominion, except as otherwise indicated in Appendix C,
each of the persons listed in Appendix C is a citizen
of the United States of America.
Dominion Resources is a holding company with utility
and non-utility subsidiaries. The address of Dominion
Resources's principal business and the address of its
principal office are 120 Tredegar Street, Richmond,
Virginia 23219. The present principal occupation or
employment and the name, principal business and address
of any corporation or other organization in which such
employment is conducted of each executive officer and
director of Dominion Resources are set forth in
Appendix D. During the last five years, neither
Dominion Resources nor, to the best of its knowledge,
Dominion any of the persons listed in Appendix D has (e) been convicted
Resources in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with respect
to such laws. To the best knowledge of Dominion
Resources, except as otherwise indicated in Appendix D,
each of the person listed in Appendix D is a citizen of
the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration
The subject shares have been acquired in partial satisfaction of restructured
loans made by the person filing this statement.
Item 4. Purpose of Transaction
The purpose of the acquisition of securities of the issuer is described in Item
3 above.
Restructure Transaction
On August 25, 2000, Firearms Training Systems, Inc. (FATS), its lenders
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and a substantial shareholder completed a restructuring transaction with
retroactive effect to April 1, 2000 which significantly reduced FATS'
outstanding indebtedness. The lenders have been issued Preferred Stock and Class
A Common Stock in partial satisfaction of existing revolving loans, and accrued
interest under those revolving loans, as of March 31, 2000 and in partial
satisfaction of certain term loans and accrued interest under those loans of
March 31, 2000, made to FATS.
In connection with the restructuring, FATS and holders of its
outstanding debt and preferred stock exchanged all such debt and preferred
stock, aggregating approximately $82 million, for the following:
- A new senior secured revolving credit line in the amount of
approximately $881,000 to support existing letters of credit and future
working capital requirements.
- $12 million of senior secured debt with cash interest payable at
prime plus 1% and no principal payments due until maturity in 2003,
with a one year extension at FATS' option.
- $23 million of junior secured debt with 10% interest payable in
additional notes or cash, depending on FATS' profitability, and no
principal payments until maturity in 2003, with a one year extension at
FATS' option.
- Approximately $21 million of new preferred stock with a 10%
cumulative dividend rate payable in additional shares of preferred
stock. No dividends or other distributions junior ranking to this
preferred stock shall be paid, declared or set apart until all accrued
dividends of this preferred stock has been declared and paid. This new
preferred stock must be redeemed by FATS when junior secured debt is
repaid.
- Approximately 49 million additional shares of Class A Voting Common
Stock (the "Class A Common Stock"). Valued at $0.50 per share based
upon the twenty trading days ending April 27, 2000. As a result of this
share issuance, FATS' senior lenders have the power to vote a majority
of FATS' voting common stock.
- Warrants to purchase 2,000,000 shares of Class A Common Stock with an
exercise price of $0.25 issued to a substantial shareholder.
- Amended warrants already held by a substantial shareholder to
purchase 3,246,164 shares of Class A Common Stock at $1.00 per share by
providing for payment of the exercise price in cash rather than the
Series A Preferred Stock and making a slight adjustment in the original
exercise price of $1.03 per share.
Certain of the securities described above were issued to a substantial
shareholder.
Change of Control
In connection with the restructure, 40,235,548 shares of Class A Common
Stock constituting 58.53% of the Class A Common Stock were issued to the lenders
under FATS' senior credit agreement as partial consideration of the exchange by
the lenders of FATS' senior indebtedness at March 31,2000 as follows:
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(1) Class A Voting (2) Name of Beneficial (3) Number of Shares (4) Percent
Common Stock Owner Beneficially Owned of Class
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Class A Voting Bank of America 12,307,203 shares 17.90%
Common Stock
Class A Voting BHF Capital Corp. 7,100,391 shares 10.33%
Common Stock
Class A Voting U.S. Bank National 4,260,375 shares 6.20%
Common Stock Association
Class A Voting First Source Financial 9,467,188 shares 13.77%
Common Stock LLP
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All of the foregoing shares are held pursuant to a Voting and Stock
Restriction Agreement dated as of April 1, 2000 and entered into on August 25,
2000 whereby the lenders agreed to vote such shares as determined by lenders
holding a majority of the commitments to provide revolving credit advances (the
"Required Lenders") and granted an irrevocable proxy to Bank of America, N.A.,
to vote as so directed. In addition, a substantial shareholder agreed that on or
before September 30, 2000, three of the four directors of FATS who are
affiliated with the substantial shareholder would resign unless the Required
Lenders asked them not to resign. The Required Lenders agreed for so long as the
Voting and Stock Restriction Agreement was in effect to vote their shares for
election of one qualified person affiliated with the substantial shareholder
nominated by the substantial shareholder to the Board of Directors such that one
such person was serving on the Board at all times. Pursuant to a letter
agreement, the substantial shareholder also agreed to cooperate in appointing
candidates proposed by the lenders to the Board of Directors, who will
collectively constitute a majority of the Board of Directors to serve until the
next election of directors. In addition, all parties agreed to cooperate to
identify and urge the selection of a mutually acceptable, qualified candidate to
serve as an active Chairman of the Board of Directors and to give due
consideration in that regard to selection of a representative of the management
consultant required to be retained by FATS pursuant to FATS' senior credit
agreement.
Item 5. Interest in Securities of the Issuer
(a) See Items 11 and 13 of the cover page.
(b) See Items 7 through 10 of the cover page.
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See Item 4, "Change of Control."
Item 7. Material to Be Filed as Exhibits
Exhibit 7(1). August 25, 2000 Letter Agreement.
Exhibit 7(2). Voting and Stock Restriction Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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Date: September 5, 2000 FIRST SOURCE FINANCIAL LLP
By: /s/ Ed Szarkowics
------------------------------
Name: Ed Szarkowics
Title: Vice President and
Secretary
Date:September 5, 2000 VIRGINIA FINANCIAL VENTURES, INC.
By:/s/ Henry Riely
------------------------------
Name: Henry Riely
Title: Secretary
Date: September 5, 2000 N.H. CAPITAL, INC.
By:/s/ Henry Riely
------------------------------
Name: Henry Riely
Title: Secretary
Date: September 5, 2000 DOMINION CAPITAL, INC.
By:/s/ Henry Riely
------------------------------
Name: Henry Riely
Title: Secretary
Date: September 5, 2000 DOMINION RESOURCES, INC.
By:/s/ James L. Sanderlin
------------------------------
Name: James L. Sanderlin
Title: Senior Vice President-
Law
[The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.]
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Appendix A
Executive Officers of First Source Financial LLP
Name and Title; Principal Occupation or Employment
--------------------------------------------------
D.P. Killion, President and Chief Executive Officer
G.R. Cooper, Senior Vice President
R.M. Coseo, Senior Vice President
D.P. Dekker, Senior Vice President
A.F. DeMonte, Senior Vice President
G.L. Francis, Senior Vice President
J.P. Thacker, Senior Vice President
J.W. Wilson, Senior Vice President
E.A. Szarkowicz, Vice President and Secretary
P.D. Menge, Treasurer
The business address of each of the executive officers listed above is 2850 West
Golf Road, 5th Floor, Rolling Meadows, Illinois.
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Appendix B
Directors and Executive Officers of Virginia Financial Ventures, Inc.
Name and Title; Principal Occupation or Employment
Charles E. Coudriet, Director, President and Chief Executive Officer;
President and Chief Executive Officer of Dominion Capital, Inc.
Mark P. Mikuto, Vice President and Controller of Dominion Capital, Inc.
Henry C. Riely, Secretary
Patricia A. Wilkerson, Assistant Secretary; Vice President and Corporate
Secretary of Dominion Resources, Inc.
The business address of each of the executive officers listed above is 120
Tredegar Street, Richmond, Virginia 23219
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Appendix C
Directors and Executive Officers of N.H. Capital, Inc.
Name and Title; Principal Occupation or Employment
Charles E. Coudriet, Director, President and Chief Executive Officer; President
and Chief Executive Officer of Dominion Capital, Inc. Henry C. Riely,
Secretary
Patricia A. Wilkerson, Assistant Secretary; Vice President and Corporate
Secretary of Dominion Resources, Inc.
The business address of each of the executive officers listed above is 120
Tredegar Street, Richmond, Virginia 23219
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Appendix D
Directors and Executive Officers of Dominion Capital, Inc.
Name and Title; Principal Occupation or Employment
Thomas E. Capps, Director; Chairman of the Board, President and Chief
Executive Officer of Dominion Resources, Inc. Thomas N. Chewning,
Chairman of the Board; Executive Vice President and Chief Financial Officer
of Dominion Resources, Inc.
Charles E. Coudriet, President and Chief Executive Officer
Mark P. Mikuta, Vice President and Controller
Henry C. Riely, Corporate Secretary
Brian E. Steveson, Assistant Controller
Patricia A. Wilkerson, Assistant Corporate Secretary; Vice President and
Corporate Secretary of Dominion Resources, Inc.
Bradley D. Adams, Assistant Treasurer
Except as noted above, the business address of each of the executive officers
listed above is 120 Tredegar Street, Richmond, Virginia 23219.
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Appendix E
Directors and Executive Officers of Dominion Resources, Inc.
Name and Title; Principal Occupation or Employment
Thomas E. Capps, Chairman of the Board, President and Chief Executive
Officer of Dominion Resources, Inc.
Thomas F. Farrell, II, Executive Vice President
James P. O'Hanlon, Executive Vice President
Robert E. Rigsby, Executive Vice President
H. Patrick Riley, Executive Vice President
Edgar M. Roach, Jr., Executive Vice President
Thomas N. Chewning, Executive Vice President and Chief Financial Officer
James L. Trueheart, Group Vice President and Chief Administrative Officer
James L. Sanderlin, Senior Vice President - Law
G. Scott Hetzer, Senior Vice President and Treasurer
Eva Teig Hardy, Senior Vice President - External Affairs and Corporate
Communications
William C. Hall, Jr., Vice President - External Affairs and Corporate
Communications
Simon C. Hodges, Vice President - Financial Planning
Karen E. Hunter, Vice President - Tax
Steven A. Rogers, Vice President and Controller
Patricia A. Wilkerson, Vice President and Corporate Secretary
James F. Stutts, Vice President and General Counsel
William S. Barrack, Jr., Director; 781 Weed Street, New Canaan, Connecticut
06840
John B. Bernhardt, Director; 8020 Quail Hollow, Suffolk Virginia 23433
George A. Davidson, Jr., Director; Dominion Tower, 625 Liberty Avenue, 22nd
Floor, Pittsburgh, Pennsylvania 15222
Raymond E. Galvin, Director; 4 Derham Parc, Houston, Texas 77024
John W. Harris, Director; President, Lincoln Harris, LLC, The Rotunda,
Suite 175, 4201 Congress Street, Charlotte, North Carolina 28209
Dr. Benjamin J. Lambert, III, Director; Virginia State Senator and Optometrist,
904 North First Street, Richmond, Virginia 23219
Richard L. Leatherwood, Director; 3805 Greenway, Baltimore, Maryland 21218
Paul E. Lego, Director; Retired Chairman and Chief Executive Officer,
Executive Associates Office, One PPG Place, Suite 2210,
Pittsburgh, Pennsylvania 15222
Margaret A. McKenna, Director; President, Lesley College, 29 Eerett Street,
Cambridge, Massachusetts 02138-2790
Steven A. Minter, Director; Executive Director and President, The Cleveland
Foundation, 1422 Euclid Avenue, Suite 1400, Cleveland,
Ohio 44115
Kenneth A. Randall, Director; 6 Whittaker's Mill, Williamsburg, Virginia 23185
Frank S. Royal, M.D., Director; East End Medical Building, 1122 North 25th
Street, Suite A, Richmond, Virginia 23223
Dr. S. Dallas Simmons, Director; Chairman, President and Chief Executive
Officer, Dallas Simmons & Associates, Inc., 314 Burnwick
Road, Richmond, Virginia 23227
Robert H. Spilman, Director; President, Spilman Properties, P. O. Box 880,
Bassett, Virginia 24055
David A. Wollard, Director; Chairman of the Board of Directors, Exempla
Healthcare, 600 Grant Street, Suite 700, Denver, Colorado
80203
Except as otherwise noted, the business address of each of the executive
officers listed above is 120 Tredegar Street, Richmond, Virginia 23219.
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