SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HERITAGE BANKSHARES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
------HERITAGE BANKSHARES, INC.------
200 East Plume Street
Norfolk, Virginia 23510
Telephone (757) 523-2600
April 21, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Heritage Bankshares, Inc. to be held on Tuesday, May 23, 2000, at 10:00 a.m.
This year the meeting will be held at the Heritage Bank & Trust, Ocean
View Branch, 735 East Ocean View Avenue, Norfolk, Virginia 23503.
The purposes of this meeting are set forth in the enclosed proxy
statement. In addition, we will present a report on the activities of the
Corporation and give you an opportunity to ask questions of your Management and
Directors.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU CAN BE SURE YOUR SHARES ARE
REPRESENTED AT THE MEETING BY PROMPTLY COMPLETING, SIGNING AND RETURNING YOUR
PROXY FORM.
Sincerely,
/s/ Robert J. Keogh /s/ Peter M. Meredith, Jr.
Robert J. Keogh Peter M. Meredith, Jr.
President Chairman of the Board
<PAGE>
HERITAGE BANKSHARES, INC.
200 East Plume Street
Norfolk, Virginia 23510
Telephone (757) 523-2600
(Mailing Address of Principal Executive Offices)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2000
The Annual Meeting of the Stockholders of Heritage Bankshares, Inc.,
will be held at the Heritage Bank & Trust, Ocean View Branch, 735 East Ocean
View Avenue, Norfolk, Virginia, at 10:00 a.m. local time on Tuesday, May 23,
2000, for the following purposes:
(1) To elect three directors for a term of three years: Lisa F.
Chandler, Henry U. Harris, III and Stephen A. Johnsen
(2) To ratify the appointment by the Board of Directors of Goodman &
Company, L.L.P. as independent accountants of the Corporation for
the year ending December 31, 2000;
(3) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 23, 2000, are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
Be it further advised that Stockholders are simultaneously being furnished with
a copy of the Annual Report for the year ending December 31,1999.
By order of the Board of Directors,
/s/ Robert J. Keogh /s/ Peter M. Meredith, Jr.
Robert J. Keogh Peter M. Meredith, Jr.
President Chairman of the Board
Norfolk Virginia
April 21, 2000
IMPORTANT NOTICE:
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS NECESSARY IF
MAILED IN THE UNITED STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE
IT AT ANY TIME, AND STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW
THEIR PROXIES AND VOTE IN PERSON.
<PAGE>
HERITAGE BANKSHARES, INC.
200 East Plume Street
Norfolk, Virginia 23510
Telephone (757) 523-2600
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation
by the management of Heritage Bankshares, Inc., (hereinafter referred to as the
"Corporation"), on behalf of the Board of Directors, of proxies to be voted at
the Annual Meeting of Stockholders of the Corporation to be held May 23, 2000,
or any adjournment thereof. The cost of this solicitation will be borne by the
Corporation. Proxies may be solicited by regular employees of the corporation or
its subsidiary at a nominal cost by telephone or visit and brokers and nominees
will be reimbursed for their expenses in soliciting proxies from beneficial
owners.
All properly executed proxies in the accompanying form received by the
Corporation prior to the meeting will be voted at the meeting in accordance with
any direction noted thereon. Any proxy may be revoked at any time before it is
exercised.
As of March 23, 2000, the record date for the determination of
stockholders entitled to notice of and to vote at the meeting, there were
765,700 shares of common stock of the Corporation issued and outstanding. Each
share is entitled to one vote on all matters which may come before the meeting.
This proxy statement and the enclosed form of proxy are first being sent to
stockholders on or about April 21, 2000.
With respect to any action to be taken at the Annual Meeting, other
than the election of directors (which election will be determined by a plurality
of votes cast), the affirmative rate of a majority of those shares present and
voting on the action will be required.
The Corporation will provide without charge, on the written request of
any stockholder, a copy of its annual report for the fiscal year ended December
31, 1999, or Form 10-K, including the financial statements and the schedules
attached thereto, which report has been filed with the Securities and Exchange
Commission. Stockholders of record on March 23, 2000, and beneficial owners of
such securities should submit requests for this report to Catherine P. Jackson,
Chief Operating Officer, Corporate Finance, 1450 South Military Highway, Suite
l, Chesapeake, Virginia 23320.
<PAGE>
PERSONS OWNING IN EXCESS OF FIVE PERCENT
OF OUTSTANDING COMMON STOCK
Set forth in the table below is information as of March 23, 2000, with
respect to persons known to the Company to be the beneficial owners of more than
five percent of the Corporation's issued and outstanding common stock:
Number of Shares
of Common Stock
Name and Address Beneficially Owned Percent of Class
--------------------------------------------------------------------
Peter M. Meredith, Jr. 45,126(1) 5.89%
5320 Edgewater Dr.
Norfolk, Virginia 23508
(1) Includes 10,960 shares held by Meredith Realty Company, L.L.C., 13,208
shares held by Pomar Holding, L.L.C. and 3,000 shares held by Meredith
Realty Associates.
ELECTION OF DIRECTORS
The bylaws currently provide for fourteen directors. The terms of Lisa
F. Chandler, Henry U. Harris, III and Stephen A. Johnsen, expire at this
meeting.
The Nominating Committee at its meeting on February 9, 2000,
recommended the hereinafter listed nominees to serve as directors of the
Corporation.
It is the intention of the persons named in the accompanying form of
proxy, unless stockholders specify otherwise by their proxies, to vote for the
election of the nominees named below. Although the Board of Directors does not
expect that any of the persons named will be unable to serve as a director,
should any of them be unable to accept nomination or election, it is intended
that shares represented by the accompanying form of proxy will be voted by the
proxy holders for such other person or persons as may be designated by the
present Board of Directors.
Certain information concerning the nominees is set forth as furnished
by them.
<PAGE>
<TABLE>
NOMINEES
<CAPTION>
Shares of the Corporation
Owned Beneficially,
Directly or Indirectly, on
March 23, 2000(1), and %
of Outstanding Shares
- -----------------------------------------------------------------------------------------------------------
Name Age Principal Occupation
or Employment Director Common
During Last Five Years Since Stock
- -----------------------------------------------------------------------------------------------------------
Class III (to serve until the 2003
Annual Meeting of Stockholders)
-------------------------------
<S> <C> <C> <C>
Lisa F. Chandler 45 Executive Vice-President, 1998 642
6127 Studeley Avenue Nancy Chandler Associates, Inc. 0.08%
Norfolk, VA
Henry U. Harris, III 48 President, 1992 29,705(2)
1503 North Shore Road Virginia Investment Couselors, Inc. 3.88%
Norfolk, VA
Stephen A. Johnsen 54 President and Chief Executive Officer, 1988 3,618(3)
29368 Harborton Road Flagship Group, Ltd. 0.47%
Pungoteague, VA
</TABLE>
(1) In calculating the number of shares of common stock which are beneficially
owned (and thus the percentage of common stock beneficially owned) a person
is deemed to own common stock if that person has the right to acquire
beneficial ownership of common stock within sixty (60) days through the
exercise of any option, warrant or right, or through the conversion of any
security.
(2) Includes (a) 3,555 shares owned jointly with his wife. Also includes (b)
4,249 shares held as custodian for others.
(3) Includes 1,650 owned jointly with his wife.
<PAGE>
<TABLE>
Other Directors
<CAPTION>
Shares of the Corporation
Owned Beneficially,
Directly or Indirectly, on
March 23, 2000, and %
of Outstanding Shares
- -----------------------------------------------------------------------------------------------------------
Name Age Principal Occupation
or Employment Director Common
During Last Five Years Since Stock
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James A. Cummings 57 President, 1992 6,128(1)
2073 Thomas Bishop Lane Southern Atlantic Label Company, Inc. 0.80%
Virginia Beach, VA
F. Dudley Fulton 51 President and Chief Executive Officer, 1991 5,300
5306 Lakeside Avenue Henderson & Phillips/USI 0.69%
Virginia Beach, VA
Robert J. Keogh 51 President and Chief Executive Officer, 1988 46,095(2)
6146 Sylvan Street Heritage Bank & Trust 6.02%
Norfolk, VA
Peter M. Meredith, Jr. 48 Chairman and Chief Executive Officer, 1992 45,126(3)
5320 Edgewater Drive Meredith Construction Company, Inc. 5.89%
Norfolk, VA
Gerald L. Parks 66 Chairman and Chief Executive Officer, 1987 5,195(4)
27307 Evergreen Lane Capes Shipping Agencies, Inc. 0.68%
Harborton, VA
Ross C. Reeves 51 Attorney, 1994 4,142(5)
1068 Algonquin Road Willcox & Savage, P.C. 0.54%
Norfolk, VA
Harvey W. Roberts, III 55 Certified Public Accountant, 1993 29,792(6)
7612 North Shore Road McPhillips, Roberts & Deans, P.L.C. 4.04%
Norfolk, VA
</TABLE>
(1) Includes 1,500 shares owned jointly with his wife. Also includes 2,765
shares owned by Scott & Stringfellow for Mr. Cummings.
(2) Includes (a) 1,335 shares owned jointly with his wife and (b) 37,400
issuable upon exercise of options to purchase shares pursuant to the Stock
Option Plan for employees of the Company. See "Compensation Pursuant to
Plans."
(3) Includes (a)10,960 shares held as Meredith Realty Company, L.L.C., (b)
13,208 shares held as Pomar Holding, L.L.C., and (c) 3,000 shares held as
Meredith Realty Associates.
(4) Includes 4,614 shares owned jointly with his wife.
(5) Includes 3,142 shares held as custodian for others.
(6) Includes (a)17,280 shares owned by his wife and (b) 3,000 shares owned
jointly with his wife.
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Corporation has standing Executive, Compensation and Audit
Committees and a specially appointed Nominating Committee. The members of the
Nominating Committee are Henry U. Harris, III, Chairman, Ross C. Reeves, Harvey
W. Roberts, III, Peter M. Meredith, Jr., and Robert J. Keogh. The Executive
Committee of the Corporation periodically performs certain duties that the
Nominating Committee would perform. The Nominating Committee will receive and
consider nominations recommended by the Stockholders provided: (a) the
nominations are made in writing, (b) the nominee is notified in advance of such
recommended nomination, and (c) the nominee agrees in advance to serve if
elected.
The members of the Executive Committee appointed in 1999 and still
serving in that capacity are Peter M. Meredith, Jr., Chairman, Henry U. Harris,
III, Stephen A. Johnsen, Harvey W. Roberts, III, and Robert J. Keogh. The
Corporation's Audit Committee reviews the audits of the Corporation and its
subsidiary bank and the examination reports received from bank regulatory
agencies and reports to the Board of Directors of the Corporation. During the
year ended December 31, 1999, there were one or more meetings of each of these
Committees. The 1999 Audit Committee members were Harvey W. Roberts, III,
Chairman, Henry U. Harris, III, and Ross C. Reeves. The 1999 Compensation
Committee members were F. Dudley Fulton, Chairman, Peter M. Meredith, Jr.,
Stephen A. Johnsen, Gerald L. Parks, and Robert J. Keogh. They met one or more
times during the year ended December 31, 1999.
The Board of Directors held twelve meetings during the year ending
December 31, 1999. During such year each of the Directors attended at least 75
percent of the aggregate of the total number of meetings of the Board and the
total number of meetings held by all committees of the Board on which he served.
COMPENSATION OF DIRECTORS. Directors of the Corporation and Directors
of Heritage Bank & Trust receive $400 for each Board of Directors meeting
attended and $100 for each committee meeting attended.
<PAGE>
<TABLE>
COMPENSATION OF EXECUTIVE OFFICER
1999 STOCK OPTIONS GRANTED
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or Base
Name Granted Fiscal Year Price ($/Sh) Expiration Date
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert J. Keogh 4,500 13.60% $14.50 9/01/09
1999 YEAR-END STOCK OPTION VALUES
<CAPTION>
Number of Unexercised Stock Value of Unexercised In-the-Money
Name Options at Year-end (1) Stock options at Year-end (1)
- ----------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------
Robert J. Keogh 37,400 6,400 $211,835.00 $6,100.00
</TABLE>
ANNUAL COMPENSATION(1)
Name and Stock
Principal Director's Options
Position Year Salary (1) Bonus Fees Granted
- --------------------------------------------------------------------------
Robert J. Keogh 1999 $97,190 $29,800 $4,800 4,500
President, Chief 1998 $97,190 $34,800 $4,800 -
Executive Officer 1997 $94,725 $23,700 $4,800 -
(1) In addition, the Company provides Mr. Keogh with an automobile.
COMPENSATION PURSUANT TO PLANS
EMPLOYEE STOCK OPTION PLAN. As of December 31, 1999, stock options for
117,950 shares are outstanding and, of these shares, 72,125 are exercisable.
Options are granted and are exercisable at option prices ranging from $4.60 to
$14.50 per share.
DEFERRED COMPENSATION PLAN. In 1985, the Bank entered into a deferred
compensation and retirement arrangement with seven directors and one officer.
Each participant is fully vested. The Corporation's policy is to accrue the
estimated amounts to be paid under the contracts over the expected period of
active employment. The Bank has purchased life insurance contracts in order to
fund the expected liabilities under the contracts.
Upon reaching age 70, each participant will receive a retirement
benefit ranging from $391 to $3,355 per month for each of the next 120 months.
If the participant dies prior to reaching age 70, his beneficiary will begin
receiving the monthly retirement benefits. The bank has purchased life insurance
contracts in order to fund the expected liabilities under the deferred
compensation arrangements. As of December 31, 1999. Heritage Bank & Trust had
accrued $176,468 to reflect the anticipated liability.
In 1990, Robert J. Keogh, President of Heritage Bank & Trust, became a
participant in the Heritage Bank & Trust Executive Security Plan. In the event
Mr. Keogh dies before he is 65 years old, his beneficiary will receive monthly
payments of $4,167 for each of the next 180 months. Upon Mr. Keogh's retirement,
he will receive $4,167 per month for each of the next 180 months or until his
death, and thereafter, his beneficiary will receive such retirement benefits.
The Corporation intends to fund this obligation through insurance. As of
December 31,1999, $84,750 was accrued to reflect the anticipated liabilities
under the contract.
EMPLOYEE STOCK OWNERSHIP PLAN. Effective January 1, 1998, the Board of
Directors adopted an Employees' Stock Bonus Plan (the "ESOP"). The ESOP covered
substantially all employees, whereby funds contributed were used to purchase
outstanding common stock of the Company. Contributions are allocated to the
participants based on employee/participant's annual compensation. Employee
participants in the ESOP include all employees who have completed six months of
service beginning with the effective date of the ESOP. Benefits are with respect
to the benefits under the ESOP in three years and the vested percentage
increases annually, reaching 100% after seven years. Participants are
automatically 100% vested in the ESOP upon reaching age 65, death or disability.
Participants vote all shares allocated to their respective accounts and the
trustees of the ESOP vote any unallocated shares. The Board of Directors of the
Company has the right to amend or terminate the ESOP at any time. The Company
expensed $18,000 for plan contributions for the years ended December 31,1999 and
1998.
<PAGE>
401K RETIREMENT PROGRAM. Effective January l, 1993, the Board of
Directors adopted a Retirement Program (the "401K"). The Corporation may
contribute cash to the 401K annually, as determined each year by the Board of
Directors. Contributions to the 401K are allocated to its participants based on
the employee/participants' contributions to the plan. Eligible participants in
the 401K include all employees who have completed six months of service (500
hours) beginning with the effective date of the 401K. Benefits will be payable
upon separation from service or upon retirement, disability or death. Employees
are 20% vested with respect to the benefits under the 401K in two years and the
vested percentage is increased annually, reaching 100% after six years.
Participants are automatically 100% vested in the 401K upon reaching age 65,
death or disability. The Corporation has the right to amend or terminate the
401K. The Corporation accrued $56,000 for a contribution to the plan as of
December 31, 1999. The accrued contribution as of December 31, 1998 was $55,000.
<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee,
intends to appoint Goodman & Company, L.L.P., One Commercial Place, Suite 800,
Norfolk, Virginia 23510, as the firm of independent accountants to examine the
financial statements of the Corporation for the current year.
This firm has served the Corporation as its independent accountants and
auditors since March 6, 1986. A representative of the firm will be present at
the annual meeting, will have an opportunity to make a statement, if desired,
and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting must be received by the Secretary of the Corporation no later than
December 21, 2000, in order to be included in the proxy materials for the next
annual meeting.
OTHER BUSINESS
If any other matters come before the meeting, not referred to in the
enclosed Proxy, including matters incident to the conduct of the meeting, the
Proxies will vote the shares represented by the Proxies in accordance with their
best judgment. Management is not aware of any other business to come before the
meeting as of the date of the preparation of this Proxy Statement.
By Order of the Board of Directors,
/s/ Robert J. Keogh /s/ Peter M. Meredith, Jr.
Robert J. Keogh Peter M. Meredith, Jr.
President Chairman of the Board
Norfolk, Virginia
April 21, 2000
<PAGE>
PLEASE VOTE - YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please fill in, sign and mail the
proxy. It is Important that you return your Proxy as soon as possible to assure
that your proxy will be voted and to avoid the additional expense of further
solicitation.
HERITAGE BANKSHARES, INC.
- --------------------------------------------------------------------------------
HERITAGE BANKSHARES, INC.
Norfolk, Virginia 23510
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 2000
The undersigned hereby appoints F. Dudley Fulton, Chairman and James A.
Cummings, and each of them as proxies (and if the undersigned is a proxy, as
substitute proxies), each with the power to appoint his substitute and hereby
authorizes them to represent and to vote, as designated below, all of the shares
of common stock of HERITAGE BANKSHARES, INC., held of record by the undersigned
on March 23, 2000, at the Annual Meeting of Stockholders to be held on May 23,
2000, or at any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
1. ELECTION OF DIRECTORS FOR THE TERMS SPECIFIED IN THE PROXY STATEMENT
[ ] For all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
Lisa A. Chandler, Henry U. Harris, III and Stephen A. Johnson
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.)
------------------------------------------------------------------------
2. RATIFICATION of selection of Goodman & Company as independent
accountants, as proposed in the Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business, and matters incident to the conduct of the meeting, as may
properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposal 1 and 2
PLEASE SIGN exactly as your name appears hereon. When shares are held by joint
tenants, only one of such persons need sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Please mark, sign, date and return proxy card promptly.
Date_____________________________________________, 2000
-------------------------------------------------------
Signature
-------------------------------------------------------
Signature
[ ] Will attend meeting. [ ] Will NOT attend meeting
<PAGE>
HERITAGE BANK & TRUST LOCATIONS
Downtown Office
200 East Plume Street
Norfolk, Virginia 23510
Leigh C. Keogh, Branch Manager
(757) 523-2656
Fax (757) 626-3933
Military Circle Office
841 North Military Highway
Norfolk, Virginia 23502
Sharon H. Snead, Branch Manager
(757) 523-2672
Fax (757) 523-2677
Mortgage Division
841 North Military Highway
Norfolk, Virginia 23502
Kelly Scalzi, Assistant Vice President
(757) 523-2672
Susanna G. Rice, Mortgage Originator
(757) 523-2678
Fax (757) 461-6973
Chesapeake Office
1450 South Military Highway
Chesapeake, Virginia 23320
Brenda L. Smith, Branch Manager
(757) 523-2641
Fax (757) 523-2734
Colley Avenue Office
4815 Colley Avenue
Norfolk, Virginia 23508
Karen P. Priest, Branch Officer
(757) 423-5074
Fax (757) 423-5127
Ocean View Office
735 East Ocean View Avenue
Norfolk, Virginia 23503
Deborah S. Hundley, Branch Manager
(757) 480-7983
Fax (757) 480-7987
Operations Center
1450 South Military Highway, Suite 1
Chesapeake, Virginia 23320
Cassandra Parker, Customer Service
(757) 523-2602
Fax (757) 523-0977
