March 29, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Old Point Financial Corporation. The meeting will be held on Tuesday, April 25,
1995, at 6:00 p.m. at The Mariners' Museum, 100 Museum Drive, Newport News,
Virginia.
You will be asked to vote on the election of directors, ratification of
independent certified public accountants and an amendment to the Corporation's
articles of incorporation that increases the number of shares of authorized
common stock to 6,000,000 shares. During the meeting, we will report to you on
the condition and performance of the Corporation and the Bank. You also will
have an opportunity to question management on matters that affect the interest
of all stockholders.
We hope to see you on April 25, 1995. Whether you plan to attend or not,
please complete, sign, date and return the enclosed proxy card as soon as
possible in the postage-paid envelope provided. Your vote is important. We
appreciate your continued loyalty and support.
Cordially,
/s/ Robert F. Shuford
Robert F. Shuford
Chairman of the Board and President
<PAGE>
OLD POINT FINANCIAL CORPORATION
1 West Mellen Street
Hampton, Virginia 23663
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 1995
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Old Point Financial Corporation will
be held at The Mariners' Museum, 100 Museum Drive, Newport News, Virginia, on
Tuesday, April 25, 1995 at 6:00 p.m. for the following purposes:
1. To elect 11 directors to serve for the ensuing year, or until their
successors have been elected and qualified;
2. To amend the Corporation's articles of incorporation to increase the
number of authorized shares of common stock to 6,000,000;
3. To ratify the appointment of Eggleston, Smith, Hall, Cotman & Company,
Certified Public Accountants, as independent accountants and auditors for 1995;
and
4. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 14, 1995 will be
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof.
By Order of the Board of Directors
/s/ W. Rodney Rosser
W. Rodney Rosser
Secretary to the Board
March 29, 1995
Please sign, date and mail the enclosed proxy card promptly. No postage is
required if the return envelope is used and mailed in the United States. If you
attend the meeting, you may, if you desire, revoke your proxy and vote in
person.
<PAGE>
OLD POINT FINANCIAL CORPORATION
1 West Mellen Street
Hampton, Virginia 23663
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 25, 1995
GENERAL
The enclosed proxy is solicited by the Board of Directors of Old Point
Financial Corporation (the "Company") for the eleventh Annual Meeting of
Stockholders (the "Annual Meeting") of the Company to be held Tuesday, April 25,
1995, at the time and place and for the purpose set forth in the accompanying
Notice of the Annual Meeting. Stockholders may revoke proxies at any time prior
to their exercise by written notice to the Company, by submitting a proxy
bearing a later date, or by attending the Annual Meeting and requesting to vote
in person. The approximate mailing date of this Proxy Statement and accompanying
Proxy is March 29, 1995.
Voting Rights and Solicitation
Only those stockholders of record at the close of business on March 14,
1995 are entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. The number of shares of common stock of the Company
outstanding and entitled to vote as of the record date was 1,273,537. The
Company has no other class of stock outstanding. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum
for the transaction of business.
Each share of Company common stock entitles the record holder thereof to
one vote upon each matter to be voted upon at the Annual Meeting, except that
in the election of directors cumulative voting entitles a stockholder to give
one nominee as many votes as is equal to the number of directors to be elected,
multiplied by the number of shares owned by such stockholder or to distribute
his or her votes on the same principle between two or more nominees as he or
she sees fit. The Board of Directors will instruct the proxies to use cumulative
voting, if necessary, to elect all or as many of the nominees as possible.
The cost of solicitation of proxies will be borne by the Company.
Solicitation is being made by mail, and if necessary may be made in person or by
telephone, telegram, or special letter by officers and regular employees of the
Company or its subsidiary, acting without compensation other than regular
compensation.
<PAGE>
Principal Shareholders
Mr. Robert F. Shuford and Mrs. Gertrude S. Dixon, both of whom are
directors of the Company and its wholly-owned subsidiary bank, The Old Point
National Bank of Phoebus (the "Bank"), are the only individuals who beneficially
own 5% or more of the Company's common stock. Their ownership as of March 14,
1995 is shown in the table on page 3. The address of Mr. Shuford is the same as
the Company's principal offices, and the address of Mrs. Dixon is P.O. Box 3152,
Hampton, Virginia 23663. In addition, the Bank holds as trustee of various trust
accounts a total of 151,066 shares (or approximately 12.1%) of Company common
stock. The Trust Department of the Bank possesses sole voting and investment
power with respect to these shares, but as to which, as a matter of state law,
it must refrain from voting unless a co-fiduciary is appointed for the sole
purpose of voting such shares.
As of March 14, 1995, the persons nominated as directors of the Company,
and the executive officers of the Company and the Bank, beneficially owned as a
group 279,661 shares (or approximately 21.8%) of Company common stock
outstanding (including shares for which they hold presently exercisable stock
options).
<PAGE>
ELECTION OF DIRECTORS
The eleven persons named below, all of whom currently serve as directors
of the Company will be nominated to serve as directors until the 1996 Annual
Meeting, or until their successors have been duly elected and have qualified.
<TABLE>
<CAPTION>
Amount and Nature of
Principal Beneficial Ownership
Director Occupation For As of March 14, 1995
Name and (Age) Since <F1> Past Five Years (Percent of Class)
<S> <C> <C> <C>
Dr. Richard F. Clark (62) 1981 Pathologist 30,589 <F2>
Sentara Hampton General Hospital 2.4%
Gertrude S. Dixon (81) 1981 Real Estate Management 96,062 <F2>
and Ownership 7.5%
Russell Smith Evans Jr. (52) 1993 Assistant Treasurer and 710 <F4>
Corporate Fleet Manager
Ferguson Enterprises
G. Royden Goodson, III (39) 1994 President 2,200 <F4><F2>
Warwick Plumbing & Heating Corp.
Dr. Arthur D. Greene (50) 1994 Surgeon - Partner 200 <F4>
Tidewater Orthopaedic Associates
Stephen D. Harris (53) 1988 Attorney-at-Law - Partner 4,175 <F4>
Geddy, Harris & Geddy
John Cabot Ishon (48) 1989 President 6,290 <F4><F2>
Hampton Stationery
Eugene M. Jordan (71) 1964 Attorney-at-Law 13,890 <F2>
Jordan, Ishon & Jordan, P.C. 1.1%
John B. Morgan, II (48) 1994 Vice President 1,200 <F4><F2>
Morgan-Marrow Insurance
John G. Sebrell (47) 1992 President & CEO 10,670 <F4><F3>
The Old Point National
Bank of Phoebus
Robert F. Shuford (57) 1965 Chairman of the Board, President & CEO 102,183 <F2>
Old Point Financial Corporation 8.0%
<FN>
<F4>
*Represents less than 1.0% of the total outstanding shares.
<PAGE>
<F1>
(1) Refers to the year in which the individual first became a director
of the Bank. Dr. Richard F. Clark, Gertrude S. Dixon, Eugene M. Jordan, and
Robert F. Shuford became directors of the Company upon consummation of the
Bank's reorganization on October 1, 1984. Russell Smith Evans, Jr. was elected
April 27, 1993, G. Royden Goodson, III was elected on August 9, 1994, Dr.
Arthur D. Greene was elected on August 9, 1994, John B. Morgan, II was elected
on October 11, 1994, Stephen D. Harris was elected October 11, 1988, John Cabot
Ishon was elected March 27, 1990, and John G. Sebrell was elected August 11,
1992. All present directors of the Company are directors of the Bank.
<F2>
(2) Includes shares held (i) by their close relatives or held jointly with
their spouses, (ii) as custodian or trustee for the benefit of their children or
others, or (iii) as attorney-in-fact subject to a general power of attorney - Dr.
Clark, 54 shares; Mrs. Dixon, 48,740 shares; Mr. Evans, 310 shares; Mr. Goodson,
1,900 shares; Mr. Ishon, 1,640 shares; Mr. Jordan, 8,485 shares; Mr. Morgan,
1,000 shares; and Mr. Shuford, 73,320 shares.
<F3>
(3) Includes shares that may be acquired within 60 days pursuant to the
exercise of stock options granted under the Old Point Stock Option Plans - Mr.
Sebrell 10,000.
</FN>
</TABLE>
There is one family relationship among the directors and executive
officers. Mr. Jordan is the father-in-law of Mr. Ishon. None of the directors
serves as a director of any other company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934.
Nominations may be made at the Annual Meeting in accordance with the
procedures set forth in the by-laws, which are as follows: Nominations, other
than those made by or on behalf of the existing management of the Company, shall
be made in writing and shall be delivered or mailed to the President, not less
than 14 days nor more than 50 days prior to any meeting of holders called for
the election of Directors, provided, however, that if less than 21 days' notice
of the meeting is given to holders, such nomination shall be mailed or delivered
to the President of the Company not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying holders; (a) the name and resident address of the stockholder who
intends to make the nomination and of the person or persons to be nominated; (b)
a representation that the stockholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the Meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the stockholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made of the
stockholder; (d) the principal occupation of each nominee; (e) the total number
of shares that to the knowledge of the notifying stockholder will be voted for
each of the nominees; and (f) the consent of each nominee to serve as a director
of the Company if so elected. Nominations not made in accordance herewith may,
in his discretion, be disregarded by the Chairman of the meeting and upon his
instructions, the vote tellers may disregard all votes cast for each such
nominee. The persons named in the proxy will vote for the election of the
nominees named below unless authority is withheld. If, for any reason, any of
the persons named below should become unavailable to serve, an event which
management does not anticipate, proxies will be voted for the remaining nominees
and such other person or persons as the Board of Directors of the Company may
designate.
<PAGE>
Board Committees and Attendance
During 1994, there were seventeen meetings of the Company's Board of
Directors. Each director attended at least 75% of all meetings of the Board and
committees on which he or she served. The Company's Board has standing Executive
and Audit Committees.
The Company's Executive Committee is comprised of Messrs. Shuford,
Sebrell, Jordan, Harris, Dr. Clark and Mrs. Dixon. It serves in an advisory
capacity, reviewing matters and making recommendations to the Board of
Directors. It met six times in 1994.
The Bank's Audit Committee is comprised of Messrs. Jordan, Ishon, Greene
and Morgan. The Audit Committee reviews on a regular basis the work of the
internal audit department. It also reviews and approves the scope and detail of
the continuous audit program which is conducted by the internal audit staff to
protect against improper and unsound practices and to furnish adequate
protection to all assets and records. Subject to the approval of the Board of
Directors, it engages a firm of certified public accountants to conduct such
audit work as is necessary and receives written reports, supplemented by such
oral reports as it deems necessary, from the audit firm. During 1994, the Audit
Committee held six meetings. The members of the Bank's Audit Committee also
serve as the Audit Committee for the Company.
The Board has no separate nominating committee. The Executive Committee
reviews any recommendations obtained and gives their recommendations to the
Board. The entire Board reviews, on an as needed basis, the qualifications of
candidates for membership to the Board. Following appropriate review, the Board
ascertains the willingness of selected individuals to serve and extends
invitations to serve as a Board member.
Report on Executive Compensation
Compensation for executive officers is administered by the Compensation
Committee (the "Committee"). The Committee is comprised of three non-employee
directors, Dr. Clark (Chairman), and Messrs. Evans and Goodson, and one ex-
officio member, Mark A. Dulaney, First Vice President of Human Resources. All
decisions of the Committee are recommended to the entire Board of Directors,
which makes the final decision.
In an environment characterized by change, regulatory oversight and
increased competition, total executive compensation is designed to attract and
retain qualified personnel by providing competitive levels of compensation as
compared to similarly sized financial institutions. Executive compensation
consists of the several elements specified in the Summary Compensation Table on
page 7; namely, base salary and annual and long-term incentive compensation.
Information pertaining to salary levels at other financial institutions is
obtained from market and economic research companies. Annual compensation is
determined by evaluating the Company's performance goals established by the
Board compared with the comparative performance of other local institutions,
expected future contributions of the executive, general economic conditions, the
executives's length of service and standing within the local and banking
<PAGE>
communities, and other factors. Bonuses are awarded early in the year based on
the Company's financial performance in the preceding year. All decisions
regarding compensation, however, are subjective in nature, and no specific
formulas are used to calculate an executive's compensation.
The Committee considered the progress made by the Company toward attaining
long-term profitability in 1994. In consideration of the goals attained, the
Committee reviewed the compensation of the two named executives. From the
Committee's perspective, the Company met or exceeded its primary business
objectives for 1994, and Mr. Shuford's and Mr. Sebrell's contributions toward
the overall success warranted the 1994 base salary increase and bonus.
The foregoing report was furnished by the Committee, Dr. Richard F. Clark,
Russell Smith Evans, Jr. and G. Royden Goodson, III.
Directors' Compensation
Directors of the Bank receive $300 for each meeting of the Bank Board of
Directors they attend. In addition, non-officer directors of the Bank are paid
a retainer fee of $3,000 annually. Company directors have been appointed as
directors of the Bank, but there is no assurance that this practice will
continue. The Directors of the Bank receive $150 for each committee meeting they
attend.
Directors who are employees of the Company and Bank are compensated for
attendance at Bank Board meetings but do not receive any fees for attendance at
committee meetings.
Indebtedness and Other Transactions
Some of the Company directors, executive officers, and members of their
immediate families, and corporations, partnerships and other entities of which
such persons are officers, directors, partners, trustees, executors or
beneficiaries, are customers of the Bank. All loans and commitments to lend
included in such transactions were made in the ordinary course of business, upon
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than normal risk of collectibility or present other unfavorable
features. It is the policy of the Bank to provide loans to officers who are not
executive officers and to employees at more favorable rates than those
prevailing at the time for comparable transactions with other persons. These
loans do not involve more than the normal risk of collectibility or present
other unfavorable features.
The law firm of Jordan, Ishon and Jordan, P.C. serves as legal counsel to
the Bank. Mr. Eugene M. Jordan is a member of the firm. During 1994, the firm
received from the Bank a retainer and fees totalling $40,435. The firm also
received additional fees for acting as trustee on foreclosures of collateral
held by the Bank totalling $13,605, however, these fees were paid by the
purchasers of the collateral and not the Bank. In addition, Hampton Stationery,
of which John Cabot Ishon is the owner, provided furniture and supplies to the
Bank in the amount of $50,889 during 1994. Geddy, Harris & Geddy, of which
Stephen D. Harris is a partner, also provided legal services to the Bank during
1994.
<PAGE>
EXECUTIVE COMPENSATION
Cash Compensation
The following table presents all compensation paid or accrued by the
Company and the Bank to the Company's Chief Executive Officer and each executive
officer whose salary and bonus for 1994 exceeds $100,000. Mr. Robert F. Shuford
is compensated by the Company and Mr. John G. Sebrell is compensated by the
Bank.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
<CAPTION>
Other
Name Annual All Other
and Compen- Compen-
Principal Salary Bonus sation sation
Position Year ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Robert F. Shuford 1994 $143,400 <F5> $ 6,000 <F6> $ 2,941 $42,610 <F7>
Holding Company 1993 $138,100 <F5> $ 4,000 $ 3,233 $65,655 <F7>
Chairman, President 1992 $137,799 <F5> $ 5,000 $ 2,757 $ 6,963 <F7>
& CEO
John G. Sebrell 1994 $110,400 <F5> $12,244 <F6> $ 8,631 $ 5,682 <F9>
Bank 1993 $105,100 <F5> $ 8,000 $11,119 $ 0
President & CEO 1992 $ 81,295 <F5> $ 5,000 $ 6,362 $ 0
<FN>
<F5>
(a) Salary includes directors' fees as follows: Mr. Shuford - 1994 of
$5,400, 1993 of $5,100 and 1992 of $4,800; Mr. Sebrell - 1994 of $5,400, 1993 of
$5,100 and 1992 of $1,500.
<F6>
(b) In 1994, bonus consideration for Mr. Shuford and Mr. Sebrell was
deferred until January 1995 so that year end results could be evaluated by the
Compensation Committee.
<F7>
(c) Mr. Shuford has received other compensation as follows:
1994 1993 1992
Profit Sharing $ 3,001 $ 2,592 $1,770
401-K Matching Plan 4,149 3,990 3,990
Split Dollar Life Insurance 1,460 1,323 1,203
Sale of ISO <F8> 34,000 57,750 0
$42,610 $65,655 $6,963
<F8>
* When an incentive stock option (ISO) share is sold prior to a one year
vesting period, the gain on the sale is treated as compensation to the employee.
<PAGE>
<F9>
(d) Mr. Sebrell has received other compensation as follows:
1994 1993 1992
Profit Sharing $ 2,285 $ 0 $ 0
401-K Matching Plan $ 3,159 $ 0 $ 0
Split Dollar Life Insurance $ 238 $ 0 $ 0
$ 5,682 $ 0 $ 0
Mr. Sebrell was ineligible for participation in the profit sharing and
401-K Plan prior to 1994.
</FN>
</TABLE>
Employee Benefit Plans
Pension Plan. The Company has a noncontributory defined benefit pension
plan which covers substantially all full-time employees who have completed one
year of service. A participant's monthly retirement benefit (if he has 25 years
of Credited Service at his Normal Retirement Date) is 20% of his final average
pay plus 15% of final average pay in excess of the participant's Social Security
Covered Pay. The Social Security Covered Pay is the average pay of the calendar
year prior to the year the participant attains his Social Security Retirement
Age. If the participant has less than 25 years of service at his Normal
Retirement Date, the participant's monthly retirement benefit will be
actuarially reduced by 1/25 for each year of credited service less than 25
years. Cash benefits under the Plan generally commence on retirement, death
or other termination of employment and are payable in various forms at the
election of the participant.
Thrift Plan. The Company has a contributory 401(K) profit-sharing and
thrift plan. Employees are eligible to participate if they complete 1,000 hours
of service for a plan year and are at least 21 years old. Participants may elect
to defer between 1% to 15% of their base compensation which will be contributed
to the Plan. The Bank will contribute 50 cents for each dollar deferred by an
employee on the first 6% of the employee's compensation. Participants may also
elect to make additional deferrals subject to certain limitations, which are not
matched by the Bank.
Distributions to participants are made at death, retirement or other
termination of employment in a lump sum payment, unless a participant or his
beneficiary elects to receive payments in installments. The Plan permits certain
in-service withdrawals.
All employee contributions are fully vested and the Bank's contributions
become fully vested when a participant reaches age 65, becomes totally and
permanently disabled or dies. If a participant leaves the Bank before the
occurrence of one of these events, the Bank's contributions will become 10%
vested per year for the first four years of service and 20% vested per year for
the next three years of service, becoming 100% vested after seven years of
service.
Stock Option Plans. The Company has two stock option plans - the Old Point
1985 Stock Option Plan and the Old Point 1989 Stock Option Plan (the "Plans").
The Plans provide for the award of nonqualified stock options and incentive
stock options to employees of the Company and the Bank selected by the Board of
Directors to participate in the Plan. The Board of Directors makes awards under
the Plans and establishes the terms and conditions of each award in the option
<PAGE>
agreement entered into with each optionee. The price of shares of stock to be
issued upon the exercise of options will be at least 100% of the fair market
value on the date of award. Options may not be granted more than ten years after
the adoption of each Plan by the Board and are exercisable only during the term
specified in the option agreement, which in the case of incentive stock options
shall not exceed ten years. The options are not transferable other than by will
or the laws of descent and distribution.
While options covering all of the 64,000 shares reserved under the 1985
Plan have been granted, options covering 30,285 shares have been granted under
the 1989 Plan under which 60,000 shares of Company common stock have been
reserved.
Other Benefit Plans. The Company provides split dollar life insurance
coverage of $100,000 for Chairman Robert F. Shuford. The Bank provides split
dollar life insurance coverage of $250,000 for President John G. Sebrell. Life,
medical, dental, and disability insurance is provided to all officers and
employees of the Company and Bank.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Value
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) <F10> Unexercisable Unexercisable <F10>
<S> <C> <C> <C> <C>
Robert F. Shuford 1,700 $ 35,275 8,680/10,240 $153,060/$7,680
John G. Sebrell 0 0 10,000/275 $120,000/$206
<FN>
<F10>
(1) Market value of underlying securities at exercise or year-end, minus
the exercise or base price.
</FN>
</TABLE>
<PAGE>
FIVE YEAR STOCK PERFORMANCE
Management provides below a line graph which compares the Company's
shareholder return with the return of the National Association of Securities
Dealers Automated Quotation National Market System ("NASDAQ") Composite Index,
a market-weighted average of all over-the-counter stocks traded on NASDAQ, and
with the NASDAQ Bank Index, an index of non-holding company banking institutions
traded on NASDAQ. Management believes this is a reasonable comparison of
shareholder return performance, although the Company's common stock is traded
more thinly and not on the over-the-counter market, and therefore is not as
freely tradable or as subject to day to day market fluctuations. This
performance graph was created by comparing the percentage change in stock prices
for the Company and both indices on a year to year basis, factoring in dividend
payments, and looking only at the closing price of the stock as of December 31
of each year surveyed. This graph may be affected by unusually high or low
prices at December 31, 1989 or by temporary swings in stock price at December
31 of any given year. Accordingly, this is not necessarily the best measure of
the Company's performance.
<TABLE>
FIVE YEAR STOCK PERFORMANCE
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
OPFC 100 107 115 116 163 174
NASDAQ BANK INDEX 100 65 90 136 176 178
NASDAQ COMPOSITE 100 82 129 149 171 165
</TABLE>
- The index reflects the total return on the stock that is shown, including
price appreciation, all stock splits and stock dividends, and reinvestment of
cash dividends at time of payment, relative to the value of the stock at the
beginning of the time period. Thus a move from 100 to 150 on the index scale
indicates a 50% increase in the value of the investment.
- The NASDAQ Bank Index contains all non-holding company banking
institutions traded on the NASDAQ exchange. In addition to traditional banks
this includes thrifts but does not include other non-regulated finance
companies.
- The NASDAQ Composite is a market value-weighted average of all over-the-
counter stocks, about 3500 stocks in all.
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
On February 14, 1995, the Board of Directors approved the amendment to
Article III of the Company's Articles of Incorporation (the "Amendment") and
recommends that the Company's shareholders adopt the Amendment. The Amendment
provides that paragraph A of Article III will be amended to read as follows:
A. General Authorization. The Corporation shall have the authority to
issue 6,000,000 shares of Common Stock, par value $5.00 per share.
The purpose of the Amendment is to increase the Company's authorized
shares of common stock from 3,000,000 to 6,000,000. Of the shares currently
authorized, 1,273,537 shares were outstanding as of March 14, 1995. The
Amendment will provide an ample reservoir of authorized shares for future
flexibility to raise capital, as needed, to fund stock dividends, to fund
future stock option plans for employees and management, to fund any future
affiliations or acquisitions, and for other general corporate purposes.
The Board of Directors has no present plans to issue additional shares of
common stock, but it believes the increase in authorized shares is in the best
interest of the Company, because it will provide management the needed
flexibility to respond to future needs as they occur.
Approval of the Amendment to the Company's Articles of Incorporation
requires the affirmative vote of the holders of more than two-thirds of the
corporations' outstanding shares of common stock. Shareholders of common stock
are the only voting group entitled to vote on the Amendment. The Board of
Directors strongly recommends a vote "FOR" the proposal.
RATIFICATION OF SELECTION OF ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of Directors has
appointed Eggleston, Smith, Hall, Cotman & Company, certified public
accountants, as the Company's and Bank's independent auditors for 1995.
Eggleston, Smith, Hall, Cotman & Company rendered audit services to the Company
and Bank during 1994. These services consisted primarily of the examination and
audit of the institution's financial statements, tax reporting assistance, and
other audit and accounting matters.
Representatives of Eggleston, Smith, Hall, Cotman & Company are expected
to be present at the Annual Meeting and are expected to be available to respond
to your questions.
1996 ANNUAL MEETING OF STOCKHOLDERS
In accordance with the By-Laws of the Company as currently in effect, the
Annual Meeting of Stockholders for 1996 will be held on April 23, 1996.
The Board of Directors need not include an otherwise appropriate
shareholder proposal in its proxy statement or form of proxy for that meeting
unless the proposal is received by the Holding Company at its main office on or
before December 1, 1995.
ANNUAL FINANCIAL DISCLOSURE STATEMENT
An annual Financial Disclosure Statement containing information about The
Old Point National Bank of Phoebus' financial condition is available upon
written or oral request from:
Louis G. Morris
Executive Vice President & Controller
The Old Point National Bank of Phoebus
1 West Mellen Street
Hampton, Virginia 23663
(804) 728-1297
OTHER MATTERS
Management knows of no other business to be brought before the Annual
Meeting. Should any other business properly be presented for action at the
meeting, the shares represented by the enclosed proxy shall be voted by the
persons named therein in accordance with their best judgment and in the best
interests of the Holding Company.
OLD POINT FINANCIAL CORPORATION, HAMPTON, VIRGINIA
MANAGEMENT PROXY: Solicited on Behalf of the Board of Directors of the
Corporation
James W. Speegle and Richard S. vonSchilling, or either of them (with full power
to act alone), are hereby authorized to represent the undersigned and vote all
shares of the Corporation standing in the name of the undersigned at the Annual
Meeting of Stockholders of the Old Point Financial Corporation to be held at The
Mariners' Museum, 100 Museum Drive, Newport News, Virginia on Tuesday, April 25,
1995, at 6:00 p.m., or any adjournment thereof, on each of the following
matters.
1. To elect as directors the 11 persons listed as nominees below.
CUMULATIVE VOTING IS PERMITTED.
INSTRUCTIONS: If you wish to grant authority to vote for all 11 nominees, place
an "X" on the appropriate line. If you wish to withhold your vote from one or
more nominees, place a line through the name(s).
For All Nominees ______
Against All Nominees ______
Richard F. Clark ____ Gertrude S. Dixon ____
Russell S. Evans, Jr. ____ G. Royden Goodson, III ____
Arthur D. Greene ____ Stephen D. Harris ____
John Cabot Ishon ____ Eugene M.Jordan ____
John B. Morgan, II ____ John G. Sebrell ____
Robert F. Shuford ____
Cumulative Voting:
If you wish to vote shares cumulatively, indicate after the name of each nominee
the number of votes you desire to cast for that nominee. See page 1 of the Proxy
Statement for an explanation of cumulative voting.
2. Approve the amendment to the Corporation's Articles of Incorporation to
increase the number of shares of authorized common stock to 6,000,000 shares.
FOR ____ AGAINST ____ ABSTAIN ____
3. To ratify the appointment of Eggleston, Smith, Hall, Cotman & Company,
Certified Public Accountants, as independent auditors for 1995.
FOR ____ AGAINST ____ ABSTAIN ____
4. Any other business that may be brought before the meeting or any
adjournment thereof. The Board of Directors at present knows of no other
business to be presented.
Please date and sign on the reverse side and mail promptly in the
enclosed envelope.
The shares represented hereby will be voted in accordance with any choice
specified by the stockholders, and where there is no choice, such shares will be
voted IN FAVOR OF each proposal. This Proxy further provides authority to
accumulate such votes as the proxies may deem appropriate in the election of
directors.
Dated: _____________________________________________, 1995
__________________________________________________________
Signature of Shareholder*
__________________________________________________________
Signature of Shareholder*
*NOTE: When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more than one fiduciary, all
should sign. All joint owners MUST sign.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED
ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
