<PAGE> 1
As filed with the Securities and Exchange Commission on February 2, 1998
Registration No. 333-14417
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
CENTURY BANCSHARES, INC.
DELAWARE 52-1489098
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
JOSEPH S. BRACEWELL
1275 PENNSYLVANIA AVENUE, N.W. 1275 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20004 WASHINGTON, D.C. 20004
(202) 496-4000 (202) 496-4000
(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, telephone number, including area code,
of Registrant's principal of agent for service)
executive offices)
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Copy to:
JOHN R. BRANTLEY
BRACEWELL & PATTERSON, L.L.P.
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
CENTURY BANCSHARES, INC.
186,086 Shares of Common Stock
Issuable Upon Exercise of Warrants to Purchase Common Stock
The 186,086 shares of Common Stock, $1.00 par value per share (the "Common
Stock"), of Century Bancshares, Inc., a Delaware corporation (the "Company"),
offered hereby (the "Offering") are issuable from time to time after November
14, 1996, upon exercise of certain warrants (the "Warrants") to purchase shares
of Common Stock issued on November 14, 1995 by the Company. The shares
offered hereby include 173,913 shares of Common Stock initially issuable upon
exercise of the Warrants, an additional 12,173 shares of Common Stock issuable
upon exercise of the Warrants as a result of the payment by the Company of a 7%
stock dividend in 1996, and such additional shares of Common Stock as may
become issuable as a result of future stock splits, stock dividends, share
reclassifications, mergers or consolidations and certain other capital
readjustments and events.
The Common Stock is listed for quotation on the Nasdaq Smallcap Market
under the symbol "CTRY." As of the date of this Prospectus, there were 173,913
Warrants outstanding. Each Warrant is exercisable at an exercise price of $5.75
and entitles the holder to receive 1.07 shares of Common Stock.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH ANY INVESTMENT IN THE COMMON STOCK.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER FEDERAL OR
STATE AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Underwriting Discounts Proceeds to the
Warrant Exercise Price and Commissions (1) Company (2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Warrant (3) $5.75 None $5.75
- ----------------------------------------------------------------------------------------------------------
Total $999,999.75 None $999,999.75
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) No commissions or brokerage fees will be paid by the Company in
connection with the exercise of the Warrants.
(2) Before deducting expenses of this offering, which are estimated to be
$121,000.
(3) Each Warrant is exercisable for 1.07 shares of Common Stock.
The date of this Prospectus is February 2, 1998.
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<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . 3
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance therewith, the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and
copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at Commission's regional
offices at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained at prescribed rates from the Public Reference Section
of the Commission at its principal offices in Washington, D.C. The Company is
required to file its reports, proxy statements and other information with the
Commission electronically. The Commission maintains a site on the World Wide
Web that contains documents filed with the Commission electronically. The
address of such site is http://www.sec.gov, and reports, proxy statements and
other information filed by the Company may be inspected at such site.
The Company has filed with the Commission a Registration Statement on
Form S-1, as amended on Form S-3 (including all amendments, the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock offered hereby. This Prospectus, which
is filed as part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain items of which were omitted in accordance with the
rules and regulations of the Commission. Statements made in this Prospectus
concerning the contents of any contract, agreement or other document referred to
are summaries of the terms of such contract, agreement or other document and are
not necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is hereby
made to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such reference.
The Registration Statement, including the exhibits and schedules thereto, is on
file at the offices of the Commission and may be obtained upon payment of the
fee prescribed by the Commission or may be examined without charge at the public
reference facilities of the Commission or at the Commission's World Wide Web
site as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, or portions of documents, previously filed by
the Company with the Commission are incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997;
5. The Company's Current Report on Form 8-K dated October 10,
1997; and
6. The description of the capital stock of the Company contained
in the Company's Exchange Act Registration Statement on Form 8-A filed with the
Commission on September 18, 1997.
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<PAGE> 4
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock pursuant hereto shall
be deemed to be incorporated by reference in this Prospectus.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the information that has been incorporated herein by
reference, other than exhibits to such information (unless such exhibits are
specifically incorporated by reference into such information). Requests should
be directed to Corporate Secretary, Century Bancshares, Inc., 1275 Pennsylvania
Avenue, N.W., Washington, D.C. 20004, telephone: (202) 496-4000.
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<PAGE> 5
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and consolidated financial
statements, including the notes thereto, appearing elsewhere or incorporated by
reference in this Prospectus. As used in this Prospectus, unless the
context otherwise requires, the term "Company" means Century Bancshares, Inc.
and its subsidiary, Century National Bank.
THE COMPANY. . . . . . . . . Century Bancshares, Inc., a Delaware
corporation and a registered bank holding
company under the Bank Holding Company Act of
1956, as amended, was incorporated and organized
in 1985. The Company began active operations in
April 1986 with the acquisition of its
subsidiary, Century National Bank ("Bank"), a
full service bank which opened for business in
May 1982. The Company's principal executive
offices are located at 1275 Pennsylvania Avenue,
N.W., Washington, D.C. 20004, and its telephone
number at that address is (202) 496-4000.
THE OFFERING . . . . . . . . This Prospectus relates to the issuance by the
Company of up to 186,086 shares of Common Stock,
upon exercise of 173,913 Warrants at a price of
$5.75 per Warrant, subject to adjustment in
certain circumstances. Because the Company paid
a 7% stock dividend in 1996, each Warrant is
currently exercisable for 1.07 shares of Common
Stock.
WARRANTS . . . . . . . . . . The Warrants were originally issued in an
offering to the Company's stockholders exempt
from registration under the Securities Act.
Each Warrant initially entitled the holder
thereof to purchase one share of Common Stock at
a price of $5.75 per share, subject to
adjustment in certain circumstances. Because
the Company paid a 7% stock dividend in 1996,
each Warrant is currently exercisable for 1.07
shares of Common Stock. The Warrants may be
exercised at any time after November 14, 1996
and prior to 5:00 p.m. Eastern Time on November
16, 1998 unless repurchased. The Warrants may
be repurchased by the Company at any time on or
after November 14, 1997 at a price of $.26 per
Warrant on not less than 30 days written notice
given by the Company.
USE OF PROCEEDS. . . . . . . The estimated net proceeds of the Offering to be
received by the Company, assuming all Warrants
are exercised, and after deducting legal,
financial, accounting, printing and distribution
expenses incurred in connection with the
Offering, will be approximately $879,000. The
proceeds from the Offering will be used for
general corporate purposes. See "Use of
Proceeds."
RISK FACTORS . . . . . . . . The Common Stock offered hereby involves certain
risks. Holders of Warrants should consider
carefully and thoroughly the information
contained in this Prospectus, and in particular,
the information contained under the caption
"Risk Factors."
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<PAGE> 6
RISK FACTORS
An investment in the Common Stock offered hereby involves certain risks.
The following factors, in addition to those discussed elsewhere in this
Prospectus, should be considered carefully before purchasing shares of Common
Stock.
EXPOSURE TO LOCAL ECONOMIC CONDITIONS
The Company's success is dependent to a significant extent upon general
economic conditions in the Washington, D.C. metropolitan area which are, in
turn, dependent to a large extent on the Federal government, particularly its
local employment and spending levels. In addition, the banking industry in the
Washington, D.C. metropolitan area, similar to other geographic markets, is
affected by general economic conditions such as inflation, recession,
unemployment and other factors beyond the Company's control. Economic recession
over a prolonged period or other economic dislocation in the Washington, D.C.
metropolitan area, or a substantial reduction in the level of employment or
local spending by the Federal government, could cause increases in nonperforming
assets, thereby causing operating losses, impairing liquidity and eroding
capital. There can be no assurance that future adverse changes in the economy in
the Washington, D.C. metropolitan area would not have a material adverse effect
on the Company's financial condition, results of operations or cash flows.
INTEREST RATE RISK AND NET INTEREST MARGIN
The Company's earnings depend to a great extent on "rate differentials,"
which are the differences between interest income that the Company earns on
loans and investments and the interest expense paid on deposits and other
borrowings. These rates are highly sensitive to many factors which are beyond
the Company's control, including general economic conditions and the policies of
various government and regulatory authorities. From time to time, maturities of
assets and liabilities are not balanced, and a rapid increase or decrease in
interest rates could have an adverse effect on the net interest margin and
results of operations of the Company. The nature, timing and effect of any
future changes in federal monetary and fiscal policies on the Company and its
results of operations are not predictable. The Company anticipates that its net
interest margin will decline immediately after the recent assumption of the
deposit liabilities and leasehold interest of a branch of Eastern American Bank,
FSB in McLean, Virginia, since the proportion of non-interest bearing deposits
is lower, and the average rate paid on interest-bearing deposits is higher, at
the McLean branch than in the Company's previously existing deposit structure.
REGULATION AND SUPERVISION
Bank holding companies and banks operate in a highly regulated environment
and are subject to extensive supervision and examination by several federal and
state regulatory agencies. The Company is subject to the Bank Holding Company
Act of 1956, as amended and to regulation and supervision by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). The Bank,
as a national banking association, is subject to regulation and supervision by
the Office of the Comptroller of the Currency and, as a result of the insurance
of its deposits, by the Federal Deposit Insurance Corporation. These agencies'
regulations are intended primarily for the protection of depositors, rather than
for the benefit of investors. These agencies' regulations, among other things,
impose percentage limitations on the acquisition of shares of Common Stock
without prior agency approval, require the satisfaction by the Bank (and,
following completion of the transaction with Eastern American Bank, FSB, the
Company) of certain minimum capital standards and limit the activities which may
be conducted by the Company and the Bank. In addition, other agencies regulate
certain aspects of the Bank's lending activities. All of these agencies can be
expected to continue to propose new regulatory and legislative actions which
would affect the operations of the Company and which may alter the competitive
nature of the banking business. The effects of any potential changes cannot be
predicted but could adversely affect the business and operations of the Company
and the Bank in the future.
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<PAGE> 7
RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Company has not paid any cash dividends on the Common Stock to date,
and it intends during the near term to retain any earnings available for
dividends for the development and growth of its business. Although the Company's
long-term plan calls for the payment of cash dividends when circumstances
permit, no assurance may be given if or when the Company will adopt a policy of
paying cash dividends. Federal Reserve Board policy limits the payment of cash
dividends by bank holding companies and requires that the holding company serve
as a source of strength to its banking subsidiaries. The Company's principal
source of funds to pay dividends on the shares of Common Stock will be cash
dividends that the Company receives from the Bank. The payment of dividends by
the Bank to the Company is subject to certain restrictions imposed by federal
banking laws, regulations and authorities.
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BYLAW PROVISIONS
The Company's Certificate of Incorporation, as amended, and Bylaws contain
certain provisions which may delay, discourage or prevent an attempted
acquisition or change of control of the Company. These provisions, among other
things, impose certain procedural requirements on stockholders of the Company
who wish to make nominations for elections of directors or propose other actions
at stockholder meetings, authorize the Board of Directors to fix the rights and
preferences of the shares of series of preferred stock without stockholder
approval, prohibit stockholder action by written consent and limit the ability
of stockholders to call special meetings of stockholders. In addition, certain
provisions of the Delaware General Corporation Law prohibit a Delaware
corporation from engaging in a broad range of business combinations with an
"interested stockholder" for a period of three years following the date that
such stockholder became an interested stockholder, subject to certain
exceptions.
MANAGEMENT'S OWNERSHIP INTEREST
As of the date of this Prospectus, the executive officers and directors of
the Company own 494,376 shares of the outstanding Common Stock, representing
approximately 22.5% of such class outstanding. In addition, warrants and stock
options to purchase an aggregate of 193,035 shares of Common Stock are held by
the Company's directors and executive officers. If all such warrants and stock
options were exercised, the directors and executive officers would own
approximately 28.8% of the Common Stock outstanding. Accordingly, these
executive officers and directors will be able to influence, to a significant
extent, the outcome of all matters required to be submitted to the Company's
stockholders for approval, including decisions relating to the election of
directors of the Company and other significant corporate transactions.
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<PAGE> 8
COMPETITION
The Bank is subject to vigorous competition in all aspects and areas of its
business from banks and other financial institutions, including savings and loan
associations, savings banks, finance companies, credit unions and other
providers of financial services, such as money market mutual funds, brokerage
firms, consumer finance companies and insurance companies. The Bank competes in
its market area with a number of much larger financial institutions with greater
resources, lending limits, larger branch systems and a wider array of commercial
banking services. The Company believes the Bank has been able to compete
effectively with other financial institutions by emphasizing customer service,
establishing long-term customer relationships, building customer loyalty and
providing products and services designed to address the specific needs of its
customers. No assurance may be given, however, that the Bank will continue to be
able to compete effectively with other financial institutions in the future.
DEPENDENCE ON KEY EMPLOYEES
To a large extent, the Company is dependent upon the experience and
abilities of certain key employees, including the services of Mr. Joseph S.
Bracewell, its President. Should the services of these employees become
unavailable for any reason, the business of the Company could be adversely
affected. The Company and Mr. Bracewell are parties to an Employment Agreement
providing for his continued employment by the Company through August 1998.
FORWARD-LOOKING STATEMENTS
This Prospectus includes or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act, and Section
21E of the Exchange Act, that are based on the beliefs of, as well as
assumptions made by and information available to, the Company's management at
the time such statements are or were made. All statements other than statements
of historical facts included or incorporated by reference in this Prospectus,
regarding the Company's financial position, business strategy and plans and
objectives of management of the Company for future operations, are
forward-looking statements. When used in this Prospectus or in material
incorporated by reference herein the words "anticipate," "believe," "estimate,"
"project," "predict," "expect," "intend" and words or phrases of similar import,
as they relate to the Company or its subsidiaries or Company management, are
intended to identify forward-looking statements. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from the Company's expectations ("cautionary statements") are
contained under the caption "Risk Factors" and elsewhere in this Prospectus,
including, without limitation, in conjunction with the forward-looking
statements included in this Prospectus. Based upon changing conditions, should
any one or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated, projected,
predicted, expected or intended. The Company does not intend to update these
forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the applicable cautionary statements.
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<PAGE> 9
USE OF PROCEEDS
The estimated net proceeds of the Offering to be received by the
Company, assuming that all Warrants are exercised, and after deducting legal,
financial, accounting, printing and distribution expenses in connection with
the Offering, will be approximately $879,000. The net proceeds will be used by
the Company for general corporate purposes, including but not limited to, using
such proceeds as additional capital to support the Bank's growth and expansion
program.
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<PAGE> 10
PLAN OF DISTRIBUTION
The shares of Common Stock issuable upon the exercise of the Warrants
are being offered by the Company through its officers and directors who will
receive no commissions or other direct or indirect compensation in connection
therewith. This Prospectus will be delivered to all Warrant holders of record
as of the date hereof. Any supplement to this Prospectus or any prospectus
contained in an amendment to the Registration Statement of which this Prospectus
is a part will be provided to all Warrant holders of record on the date the
same is filed with or declared effective by the Securities and Exchange
Commission, as applicable.
The Warrants are exercisable at a price of $5.75 through November 16,
1998 (the "Expiration Date"). Persons who wish to exercise their Warrants must
deliver an executed Warrant with the Subscription Form, duly executed and
accompanied by payment in check or money order payable to "Century Bancshares,
Inc." (the "Warrant Agent"). All payments must be received by the Warrant
Agent prior to the Expiration Date, and Warrants which are not exercised prior
to the Expiration Date will expire.
The Company may redeem the Warrants, in whole or in part, at any time
after November 14, 1997 until the Expiration Date.
EXPERTS
The consolidated statements of financial condition as of December 31,
1996 and 1995 and the consolidated statements of operations, statements of
stockholders' equity and cash flows for each of the years in the three year
period ended December 31, 1996 have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which also is
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock will be passed upon for the
Company by Bracewell & Patterson, L.L.P., Houston, Texas. Mr. John R. Cope, a
director and officer of the Company as well as the Bank, is a partner in the
law firm of Bracewell & Patterson, L.L.P. Mr. Cope and other partners of
Bracewell & Patterson, L.L.P. own in the aggregate approximately 4% of the
shares of Common Stock.
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<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the
shares of Common Stock being registered. All amounts shown below are
estimates, except the registration fee:
<TABLE>
<S> <C>
Registration fee of Securities and Exchange Commission . . $ 304
Accountants' fees and expenses . . . . . . . . . . . . . . $ 30,000
Legal fees and expenses . . . . . . . . . . . . . . . . . $ 75,000
Printing fees . . . . . . . . . . . . . . . . . . . . . . $ 15,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . $ 696
Total . . . . . . . . . . . . . . . . . . . . . . . . . $121,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Section 145 of the Delaware General Corporation Law provides
generally that a person sued as a director, officer, employee or agent of a
corporation may be indemnified by the corporation for reasonable expenses,
including attorneys' fees, if in the case of other than derivative suits, such
person has acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation (and, in the
case of a criminal proceeding, had no reasonable cause to believe that such
person's conduct was unlawful). In the case of a derivative suit, an officer,
employee or agent of the corporation may be indemnified by the corporation for
reasonable expenses, including attorneys' fees, if such person has acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of
any claim as to which an officer, employee or agent has been adjudged to be
liable to the corporation unless that person is fairly and reasonably entitled
to indemnity for proper expenses. Indemnification is mandatory in the case of
a director, officer, employee, or agent who is successful on the merits in
defense of a suit against such person.
Certificate of Incorporation
Consistent with applicable law, the Company's Certificate of
Incorporation limits a director's monetary liability to the Company or its
stockholders for breach of fiduciary duty, except for breaches of
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<PAGE> 12
the duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, unlawful dividend
payments or acts from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation does not limit the availability of
equitable remedies based on breach of fiduciary duty and does not limit a
director's liability for violations of the federal securities laws. The
Company believes that the foregoing provisions of its Certificate of
Incorporation may assist it in attracting and retaining qualified individuals
to serve on its Board of Directors.
Indemnification Agreements
The Company has entered into indemnification agreements with its
officers and directors. The indemnification agreements require the Company to
indemnify each of such persons to the full extent permitted by Delaware law and
provide for the advancement of expenses to them on receipt of an undertaking to
repay any advances to which such persons are later determined not to be
entitled.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<S> <C>
4.1 Form of Warrant.
</TABLE>
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<TABLE>
<S> <C>
4.2 Form of Common Stock certificate.
5 Opinion and Consent of Bracewell & Patterson, L.L.P., as to the
validity of the Common Stock registered hereunder.
23.1* Consent of KPMG Peat Marwick LLP, independent auditors of the
Company.
23.2 Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto).
24 Powers of Attorney.
</TABLE>
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* Filed herewith.
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in this registration statement;
Provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
should be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the District of Columbia on the 2nd
day of February, 1998.
CENTURY BANCSHARES, INC.
(Registrant)
By: /s/ JOSEPH S. BRACEWELL
--------------------------------------
Joseph S. Bracewell
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 2nd day of February, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ JOSEPH S. BRACEWELL Chairman of the Board, President
- --------------------------- and Chief Executive Officer
Joseph S. Bracewell (Principal Financial and Accounting Officer)
/s/ GEORGE CONTIS* Director
- ----------------------------
*George Contis
/s/ JOHN R. COPE* Director and Vice President
- ----------------------------
*John R. Cope
/s/ BERNARD J. CRAVATH* Director and Assistant Secretary
- ----------------------------
*Bernard J. Cravath
/s/ NEAL R. GROSS* Director
- ----------------------------
*Neal R. Gross
</TABLE>
II-5
<PAGE> 16
Signature Position
--------- --------
/s/ JOSEPH H. KOONZ, JR.* Director
- ------------------------------
*Joseph H. Koonz, Jr.
/s/ WILLIAM McKEE* Director
- ------------------------------
*William McKee
/s/ WILLIAM C. OLDAKER* Director and Secretary
- ------------------------------
*William C. Oldaker
By: /s/ JOSEPH S. BRACEWELL
---------------------------
Joseph S. Bracewell*
Attorney-in-Fact
II-6
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<S> <C>
4.1 Form of Warrant.
4.2 Form of Common Stock certificate.
5 Opinion and Consent of Bracewell & Patterson, L.L.P., as to the
validity of the Common Stock registered hereunder.
23.1* Consent of KPMG Peat Marwick LLP, independent auditors of the
Company.
23.2 Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto).
24 Powers of Attorney.
</TABLE>
- -----------------
* Filed herewith
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Century Bancshares, Inc.:
We consent to the use of our report dated February 21, 1997
incorporated herein by reference, and to the reference to our firm under the
heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Washington, D.C.
February 2, 1998
