March 12, 1996
The Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir:
Enclosed for filing on behalf of the above-reference corporation
is proxy materials for the annual meeting of stockholders to be held
on April 11, 1996. These materials include the Notice to
Stockholders, Proxy Statement and form of Proxy. The filing fee is to
be deducted from the available credit we now have.
Yours very truly,
/s/ Ellen Simpson
Ellen Simpson
Corporate Secretary
PREMIER BANKSHARES CORPORATION
P. O. Box 1199
Bluefield, Virginia 24605
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints William G. Jackson, Harry H.
Hall and Frank Barnes, or any of them, as proxies, with full
power of substitution, to vote all common stock of the
undersigned at the Annual Meeting of Stockholders of the
Corporation, April 11, 1996 at 1:30 p.m., and at any adjournment
thereof, as follows:
(1) To vote for election to the Board of Directors all
nominees listed below, unless authority is withheld by
inserting the word "no" at the end of this sentence.
_______________________.
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING
THROUGH OR OTHERWISE STRIKING OUT HIS NAME BELOW.
Nominees for Class C Directors to serve until the 1999 Annual
Meeting of Stockholders and until their successors are elected
and have qualified are:
James H. Addington
Harris Hart, II
Robert C. James
(2) To vote for appointment of Persinger and Company,
L.L.C. as independent auditor of Premier Bankshares
Corporation for the year 1996, unless one of the following
two alternatives is chosen:
AGAINST ( ); ABSTAIN ( ).
(3) To vote upon such other business as may be properly
brought before the meeting.
THE STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED.
IF AUTHORITY IS NOT WITHHELD, OR IF NO CHOICE IS SPECIFIED, THE
STOCK REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL NOMINEES
NAMED ABOVE TO BE ELECTED TO THE BOARD OF DIRECTORS AND IN FAVOR
OF THE APPOINTMENT OF PERSINGER AND COMPANY, L.L.C. AS
INDEPENDENT AUDITOR FOR PREMIER BANKSHARES CORPORATION FOR 1996.
Please sign your name(s) exactly as shown imprinted hereon. If
stock is registered in more than one name, all owners must sign.
If acting as executor or trustee or otherwise in a fiduciary
capacity, please sign as such fiduciary.
_____________________________________________________________
Signature of Stockholder
_____________________________________________________________
Signature of Stockholder
Date:_____________________________________
PREMIER BANKSHARES
CORPORATION
March 11, 1996
Dear Stockholder:
You are cordially invited to attend the annual meeting of
Stockholders of Premier Bankshares Corporation. The meeting will
convene at 1:30 p.m. on Thursday, April 11, 1996 at the company's
headquarters, 29 College Drive, Bluefield, Virginia.
You are also invited to remain after the meeting for light
refreshments and visiting with each other. If you so intend,
please return the enclosed card with your proxy.
Please sign and date the enclosed proxy and survey form and mail
it in the envelope provided at your earliest convenience.
Sincerely,
/s/ James R. Wheeling
James R. Wheeling
President and CEO
PREMIER BANKSHARES CORPORATION
P. O. Box 1199
Bluefield, Virginia 24605
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Premier Bankshares Corporation:
NOTICE is hereby given that the 1996 Annual Meeting of
Stockholders of Premier Bankshares Corporation will be held at the
Corporate Offices, 29 College Drive, Bluefield, Virginia, on April
11, 1996, at 1:30 p.m. for the following purposes:
1) Electing three Class C Directors for three-year terms.
2) Appointing an independent auditor for the year 1996.
3) Transacting such other business as may properly come before the
meeting, or any adjournments thereof.
Only stockholders of record at the close of business on March 6,
1996, are entitled to notice of and to vote at such meeting, or any
adjournments thereof.
Your attention is directed to the Proxy Statement accompanying
this notice for a more complete statement regarding matters proposed
to be acted upon at the meeting.
To ensure that your shares are represented at the meeting, please
fill in, date, sign, and mail promptly the enclosed proxy, for which a
return envelope is provided. Your proxy is revocable at any time
prior to its exercise.
By Order of the Board of Directors
/s/ Ellen Simpson
Ellen Simpson
Corporate Secretary
March 11, 1996
PREMIER BANKSHARES CORPORATION
P. O. Box 1199 --- Bluefield, Virginia 24605
PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 11, 1996
The Board of Directors of Premier Bankshares Corporation (the
Corporation) solicits the enclosed 1996 proxy to be used at the 1996
Annual Meeting of Stockholders to be held at the Corporate Offices, 29
College Drive, Bluefield, Virginia, on Thursday, April 11, 1996, at
1:30 p.m., and at any adjournment thereof.
The cost of solicitation of proxies will be borne by the
Corporation. Solicitations will be made only by mail, except that, if
necessary, officers and regular employees of the Corporation or its
affiliates may make solicitations of proxies by telegram, telephone or
personal calls. Brokerage houses and other nominees may request that
copies of the proxy soliciting material be furnished to them for
mailing to the beneficial owners of the stock held of record by such
brokerage houses and nominees. The Corporation may reimburse them for
their reasonable expenses in this connection.
All properly executed proxies delivered pursuant to this
solicitation will be voted at the meeting in accordance with the
instructions therein contained, if any. Any person signing and
mailing the enclosed proxy may, nevertheless, revoke the proxy at any
time prior to the actual voting thereof. Directors are elected by a
plurality of votes properly cast, assuming a quorum is present. All
other matters coming before the meeting will be approved if the votes
favoring such matter exceed those opposing it. Abstentions and broker
non-votes thus have no direct effect on the election of directors or
any other matter.
An Annual Report to Stockholders, including the Corporation's
financial statements for the year ended December 31, 1995, accompanies
this proxy statement. This proxy statement and the accompanying proxy
are first being sent or delivered to stockholders of the Corporation
on or about March 11, 1996.
As of March 6, 1996, the Corporation had outstanding 6,650,083
shares of its common stock, each of which is entitled to one vote at
the Annual Meeting. Only stockholders of record at the close of
business March 6, 1996, will be entitled to vote at the meeting, or
any adjournment thereof.
ELECTION OF DIRECTORS
The Articles of Incorporation divide the directors into three (3)
classes with terms to expire as indicated below. At the meeting,
three Class C directors will be elected, to serve until the 1999
Annual Meeting of Stockholders.
In the event that any nominee becomes unavailable for election,
the proxies will be voted for a substitute nominee. However, the
Board of Directors does not anticipate that any nominee will be
unavailable for election, and all have consented to be named and to
serve if elected. Each nominee hereinafter named has been recommended
for election by the Board of Directors.
INFORMATION CONCERNING NOMINEES
CLASS C, serving until the 1999 Annual Meeting of Stockholders
and until a successor shall be elected and qualify:
Name Age Principal Occupation
and
Director Since Employment Last Five Years
JAMES H. ADDINGTON 58 President, Addington Oil Company, Inc.
(New)
HARRIS HART, II 67 Partner, Law Firm of Gillespie, Hart,
1986 Altizer & Whitesell, P. C.
ROBERT C. JAMES 54 Real Estate Broker and Developer
1986
INFORMATION CONCERNING REMAINING DIRECTORS
CLASS A, serving until the 1997 Annual Meeting of Stockholders
and until a successor shall be elected and qualify:
Name Age Principal Occupation
and
Director Since Employment Last Five Years
JACK P. CHAMBERS 67 Retired; formerly President and CEO of Premier
1986 Bankshares Corporation, formerly of Counsel,
Gillespie, Chambers, Altizer, Givens &
Walk, Attorneys at Law
JAMES E. CHILDRESS 71 President of Grundy Oil Company, Inc.
1987
CHARLES C. HENLEY 68 Retired; formerly President of Bank of Speedwell
1986
JOHN A. JOHNSTON 59 Consultant, Educational Administration
1986
GEORGE R. SMITH 69 Physician
1990
CLASS B, serving until the 1998 Annual Meeting of Stockholders
and until a successor shall be elected and qualify:
Name Age Principal Occupation
and
Director Since Employment Last Five Years
DONALD BAKER 58 Retired-Coal Mining, Mayor of Town of
1995 Clintwood, Virginia
ROBERT B. BRITTAIN 55 Real Estate Developer
1995
GENE H. JAMES 65 Farming
1986
N. STANLEY KING, SR. 69 Real Estate Broker and Farmer
1986
JAMES R. WHEELING 40 President and CEO of Premier
Bankshares Corporation; formerly,
1992 President and CEO of Tazewell National Bank
OWNERSHIP OF COMMON STOCK
No stockholder beneficially owns in excess of five percent
of the outstanding common stock of the Corporation. The
following table sets forth the beneficial ownership of the Common
Stock of the Corporation as of March 6, 1996, by each director
(including the CEO) and nominee and all directors and executive
officers as a group.
Number of Shares
Name or Group Beneficially Owned(1) Percent of Class
Donald B. Baker 63,710 (2)
Robert B. Brittain 39,777 (2)
Jack P. Chambers 74,120 1.11
James E. Childress 13,466 (2)
Harris Hart, II 40,384 (2)
Charles C. Henley 48,148 (2)
Miles L. Hillman 109,100 1.64
Gene H. James 69,437 1.04
Robert C. James 56,960 (2)
John A. Johnston 5,886 (2)
N. Stanley King, Sr. 128,202 1.93
George R. Smith 23,533 (2)
Claude H. VanDyke 243,187 3.66
James R. Wheeling 14,467 (2)
All directors and executive
officers as a group (15 persons) 931,474 14.01
(1) Includes shares which may be deemed beneficially owned by
virtue of family relationships, joint ownership, voting power or
investment power.
(2) Less than 1 percent.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Other Annual
Name and Principal Position Year Salary Bonus Compensation
James R. Wheeling* 1995 $129,000 $ ** $20,950
*Mr. Wheeling was hired as Chief Executive Officer on January 1,1994.
**A 1995 bonus of $21,659 was accrued but not paid to Mr. Wheeling
until January, 1996.
Under the provisions of an agreement between Mr. Wheeling and the
Corporation, in the event of a change in control of the Corporation,
Mr. Wheeling will either continue with substantially his present
responsibilities and compensation for a period of not less than three
years, or if not, be paid his aggregate annual compensation for a
period of three years after the change in control.
The following table gives information concerning the Chief
Executive Officer as of December 31, 1995. No options were
exercisable at that time.
INDIVIDUAL OPTION GRANTS AND YEAR-END OPTION VALUE
Potential
% of Realizable Value
Number Total Value at of
of Options Assumed Unexercised
Securit Granted Exercise Annual Rates In-the-
ies to Price of Stock Money
Name Underly Employees ($/Sh) Expiration Price Options
ing in Date Appreciation at
Options Fiscal for Option Fiscal
Granted Year Terms Year End
5% 10%
James R. 11,120 26.65% $12.5625 Feb. 15, $87,583 $222,638 $ 0 /
Wheeling 2005 $31,275
PERFORMANCE GRAPH DATA
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
SNL OTC BANK INDEX 100.00 164.00 233.89 259.70 259.64 387.19
NASDAQ TOTAL 100.00 160.56 186.86 214.51 209.68 296.30
RETURN
PREMIER BKSHRS-VA 100.00 117.27 241.14 214.32 200.53 257.23
EMPLOYEE BENEFIT PLANS
The Corporation maintains a discretionary profit sharing plan and
defined contribution retirement plan for employees. Total expenses
(funded as accrued) related to these plans were $817,000, $814,000,
and $812,000 for 1995, 1994 and 1993, respectively. This defined
contribution plan is currently being funded at a minimum rate of 10
percent of the annual eligible compensation of participants. There
are no other funding requirements and no other liabilities or
commitments for any of this plan. The amounts shown in the
compensation table include contributions under this plan for the
person indicated.
DIRECTORS MEETINGS, COMMITTEES AND FEES
Directors of the Corporation currently receive an annual retainer
of $2,400 payable in two semiannual installments if they attend at
least two-thirds of the required board meetings as well as two-thirds
of the required committee meetings. In addition to the retainer,
directors receive a fee of $400 for each Board and $200 for each
committee meeting attended. The Board of Directors held six meetings
during the last fiscal year, and twenty-three committee meetings were
held. All incumbent directors attended at least 75 percent of the
aggregate number of meetings held by the Board, and meetings of
committees on which they served.
The Board of Directors has appointed an Audit Committee
consisting of the following nonemployee directors: Donald B. Baker,
Robert B. Brittain, Harris Hart, II, Gene H. James, and Robert C.
James. The Audit Committee, which met two times during 1995, reviews
the financial records and reports of the Corporation and each of its
affiliates.
The Board of Directors has appointed a Nominating Committee,
consisting of Jack P. Chambers, Charles C. Henley, Miles L. Hillman,
and N. Stanley King, Sr. to consider nominees to stand for election to
the Board of Directors. This committee met one time during 1995. The
Nominating Committee has no formal procedure for considering nominees
proposed by the shareholders.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee (the "Committee") of the Board of Directors
administers the Corporation's executive compensation program for
senior executives, evaluates the performance of corporate officers,
and considers management succession and related matters. The
Committee reviews with the Board all aspects of compensation for the
Chief Executive Officer and reviews in general the compensation of all
other executives. The Committee is currently comprised of seven non-
employee outside directors, whose names are set forth following this
report.
The Committee's overall goal is to provide a compensation program
that will attract and retain qualified executives for the Corporation
and to provide them with incentives to achieve performance goals and
increase shareholder value. Accordingly, the Corporation's
compensation policy is intended to align individual performance
objectives with the Corporation's performance and the interests of
stockholders. In addition, such policy attempts to use the elements
of compensation to support achievement of short-term business plans
and long-term strategic goals, reward individuals for outstanding
contributions to the Corporation's success and attract, motivate and
retain executives of the highest quality.
Compensation Components
The Corporation's executive compensation is based on two components --
base salary and annual incentives --each of which plays an integral
role in the Corporation's overall compensation program.
Base Salaries
The Committee believes that, due to the Corporation's success in its
principal markets, other companies seeking proven executives may view
members of the Corporation's experienced executive team as potential
targets. The base salaries paid to the Corporation's executive
officers in 1995 were believed necessary to retain their services.
Base salaries, including that of the Chief Executive Officer, are
reviewed annually and are adjusted based on the performance of the
executive, any increased responsibilities assumed by the executive,
average salary increases or decreases in the industry and the going
rate for similar positions at comparable companies. The Committee set
the salary of the Chief Executive Officer and Mr. Wheeling recommended
the 1995 base salaries of the Corporation's other executive officers.
Each executive officer's base salary was reviewed in accordance with
the above criteria by the members of the Committee and thereafter
approved.
Annual Bonus Program
The Corporation maintains an annual bonus program under which
executive officers and other key management employees have the
opportunity to earn cash bonuses. The program is intended to motivate
and reward executives for the achievement of individual performance
objectives and for the attainment by the Corporation of strategic and
financial performance goals. Bonuses are paid based upon specified
levels of return on assets (ROA), asset growth, asset quality and the
achievement of certain non-financial goals.
The Corporation maintains a profit sharing plan under which non-
executive employees can receive annual cash awards if performance
exceeds a 1.25% return on assets threshold. The profit sharing pool
is allocated to individual subsidiaries based on their performance and
is distributed to full-time employees according to the proportion of
the total full-time payroll represented by their compensation.
Long-Term Compensation
The Corporation's shareholders adopted an executive Long-Term
Incentive Plan in 1995. This aspect of the Corporation's compensation
program is intended to retain executives and motivate them to improve
the long-term value of shareholders' investments in the Corporation.
Based upon past performance and the anticipation of continuing,
valuable service, the Compensation Committee may grant incentive stock
options to the Company's executives under the plan adopted by the
shareholders.
Chief Executive Officer Compensation
During 1995, Mr. Wheeling received a base salary increase from
$110,000 to $129,000, a 17.27% increase, in recognition of his
serving as Chief Executive Officer and his providing leadership for
the Corporation during the year. A bonus of $21,659 which was accrued
for and due Mr. Wheeling under the 1995 bonus and profit sharing plan
was not paid until January, 1996.
Robert B. Brittain
James E. Childress
Harris Hart, II
Robert C. James
John A. Johnston
Dr. George R. Smith, Jr.
Claude H. VanDyke
CERTAIN TRANSACTIONS
Some of the directors and officers of the Corporation and
their families are at present, as in the past, customers of
banking affiliates of the Corporation, and have had and expect to
have transactions with the affiliate banks in the ordinary course
of business. In addition, some of the directors and officers of
the Corporation are at present, as in the past, also directors
and officers of corporations which are customers of the affiliate
banks and which have had and expect to have transactions with
such banks in the ordinary course of business. Such transactions
were made in the ordinary course of business on 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.
APPOINTMENT OF INDEPENDENT AUDITOR
Persinger & Company, L.L.C, is being recommended to the
stockholders of the Corporation for appointment as independent
auditor for the year ending December 31, 1996. Representatives
of Persinger & Company are expected to attend the meeting and
have the opportunity to make a statement and respond to
appropriate questions from stockholders.
STOCKHOLDER PROPOSALS FOR 1997
If any eligible stockholder intends to present a proposal at
the 1997 Annual Meeting of Stockholders, such proposal must be
received by the Corporation at its principal executive office, 29
College Drive, P. O. Box 1199, Bluefield, Virginia 24605, on or
before November 24, 1996. Otherwise, such proposal will not be
considered for including in the Corporation's proxy statement for
such meeting.
MISCELLANEOUS
All properly executed proxies received by the Corporation
will be voted at the meeting in accordance with the instructions
contained therein.
The Board of Directors knows of no matter not identified
herein which may properly come before the meeting for action.
However, if any other matter does properly come before the
meeting, the person or persons named in the proxy form enclosed
will vote in accordance with their judgment upon such matter.
You are urged to execute and return promptly the enclosed
form of proxy.
By Order of the Board of Directors
/s/ Ellen Simpson
Ellen Simpson
Corporate Secretary
