SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ]
<TABLE>
<CAPTION>
Check the appropriate box:
<S> <C>
[ ] 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 Under Rule 14a-12
</TABLE>
CENTRAL VIRGINIA BANKSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the 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)(1) 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 in 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:
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<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Central Virginia Bankshares, Inc. ("CVB"), which will be held on Tuesday,
April 25, 2000, at 10:00 a.m., at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, for the following
purposes:
(1) to elect two directors for a term of three years,
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ended December 31, 2000, and
(3) to transact such other business as may properly come before
the meeting.
Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the attached proxy card in the enclosed postage-paid return envelope.
If you later decide to attend the Meeting and vote in person, or if you wish to
revoke your proxy for any reason prior to the vote at the Meeting, you may do so
and your proxy will have no further effect.
The Board of Directors and management of CVB appreciate your continued
support and look forward to seeing you at the Annual Meeting.
Sincerely yours,
/s/ Ralph Larry Lyons
RALPH LARRY LYONS
President and
Chief Executive Officer
Powhatan, Virginia
March 31, 2000
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P.O. Box 39
Powhatan, Virginia 23139-0039
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 25, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Central Virginia Bankshares, Inc. ("CVB") will be held at the Powhatan Village
Building (old Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on April 25, 2000, at 10:00 a.m. for the following purposes:
(1) to elect two directors for a term of three years and until
their respective successors are elected and qualified,
(2) to approve the appointment of Mitchell, Wiggins & Company,
LLP, as auditors for the year ended December 31, 2000, and
(3) to transact such other business as may properly come before
the meeting. Management is not aware of any other business,
other than procedural matters incident to the conduct of the
Annual Meeting.
The Board of Directors has fixed the close of business on March 3, 2000
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Garland L. Blanton, Jr.
Garland L. Blanton, Jr.
Secretary
Powhatan, Virginia
March 31, 2000
________________________________________________________________________________
YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
________________________________________________________________________________
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
___________
PROXY STATEMENT
___________
ANNUAL MEETING OF SHAREHOLDERS
April 25, 2000
GENERAL INFORMATION
This Proxy Statement is furnished to holders of common stock, $1.25 par
value per share ("Common Stock"), of Central Virginia Bankshares, Inc. ("CVB")
in connection with the solicitation of proxies by the Board of Directors (the
"Board") of CVB to be used at the Annual Meeting of Shareholders to be held on
April 25, 2000, at 10:00 a.m. at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, and any adjournment
or postponement thereof (the "Annual Meeting").
The approximate date on which this Proxy Statement, the accompanying
proxy card and Annual Report to Shareholders (which is not part of CVB's
soliciting materials) are being mailed to CVB's shareholders is March 31, 2000.
In addition to solicitation by mail, officers and regular employees of CVB may
solicit proxies in person or by telephone. The cost of soliciting proxies will
be borne by CVB.
The proxy solicited hereby, if properly signed and returned to CVB and
not revoked prior to its use, will be voted in accordance with the instructions
contained thereon. If no contrary instructions are given, each proxy received
will be voted "for" the slate of director nominees and "for" the appointment of
the auditors set forth on the proxy and described herein. Any shareholder giving
a proxy has the power to revoke it at any time before it is exercised by (i)
filing written notice thereof with the Secretary of CVB (Garland L. Blanton,
Jr., Secretary, Central Virginia Bankshares, Inc., 2036 New Dorset Road, P.O.
Box 39, Powhatan, Virginia 23139-0039); (ii) submitting a duly executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting or at any
adjournment or postponement thereof and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment or postponement thereof and will not
be used for any other meeting.
Only shareholders of record at the close of business on March 3, 2000
(the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 1,923,156 shares of Common Stock issued and outstanding
and approximately 858 record holders. Each share of Common Stock is entitled to
one vote at the Annual Meeting. CVB had no other class of equity securities
outstanding at the Record Date.
<PAGE>
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Election of Directors; The Nominees
The Articles of Incorporation and Bylaws of CVB provide that the Board
shall fix the number of directors of CVB and that such directors shall be
divided into three classes as nearly equal in number as possible. Currently, the
number of directors is fixed at eight. The members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. The following table
sets forth the names of the current directors, the class to which they belong
and the years in which their terms of office will expire:
Class A Class C Class B
2000(1) 2001 2002
---- ---- ----
Elwood C. May Charles W. Binford Ralph Larry Lyons
Charles B. Goodman John B. Larus Garland L. Blanton, Jr.
James T. Napier Fleming V. Austin
___________________
(1) These two directors are the nominees for election at the Annual Meeting for
a three-year term expiring in 2003 and until their successors are elected
and qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS.
The Board of Directors
Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the three nominees
listed above. Proxies distributed in conjunction herewith may not be voted for
persons other than the nominees named thereon. If any person named as nominee
should be unable or unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a replacement nominee or
nominees recommended by the Board. At this time, the Board knows no reason why
any of the nominees listed above would not be able to serve as a director if
elected. The proxy also confers discretionary authority upon the persons named
therein, or their substitutes, with respect to any other matter that may
properly come before the meeting.
In the election of directors, those nominees receiving the greatest
number of votes will be elected even if they do not receive a majority.
Abstentions and broker non-votes will not be considered a vote for, or a vote
against, a nominee.
2
<PAGE>
There is set forth hereafter as to each of the nominees, and the
remaining directors who will continue to serve, certain information including
age, principal occupation and, as of February 29, 2000, information respecting
beneficial ownership of Common Stock. The date shown for first election as a
director in the information below represents the year in which the nominee or
continuing director was first elected to the Board of CVB or previously to the
Board of Central Virginia Bank (the "Bank"). Unless otherwise indicated, the
business experience and principal occupations shown for each nominee or
continuing director has extended five or more years.
Ralph Larry Lyons, 51, has been a director since 1983.
Mr. Lyons is President and Chief Executive Officer of CVB and the Bank.
Garland L. Blanton, Jr., 69, has been a director since 1985.
Mr. Blanton is the retired President/Manager of Blanton & Pleasants
Hardware, Inc., a hardware retailer located in Cartersville, Virginia.
He also serves as Secretary of CVB.
Fleming V. Austin, 68, has been a director since 1993.
Mr. Austin is a retired executive vice president of CVB and the Bank.
Elwood C. May, 59, has been a director since 1973.
Mr. May is the owner/operator of Flatrock Hardware, Inc., a hardware
retailer located in Powhatan, Virginia.
Charles B. Goodman, 73, has been a director since 1978.
Mr. Goodman is President of Goodman Truck & Tractor Co., Inc., a truck,
tractor and equipment dealer located in Amelia County, Virginia.
Charles W. Binford, 80, has been a director since 1973.
Mr. Binford is a retired partner of A.G. Smith & Co., a general
merchandise store located in Maidens, Virginia, and the retired
postmaster of Maidens, Virginia.
John B. Larus, 71, has been a director since 1973.
Mr. Larus serves as Chairman of the Boards of Directors of CVB and the
Bank. He is a managing partner of Stony Point Estates.
James T. Napier, 47, has been a director since 1997.
Mr. Napier is President of Napier Old Colony Realtors which has its
main office in Chesterfield County and has branch offices serving
Powhatan, Hanover and Henrico Counties and the City of Richmond. Mr.
Napier has been President of the firm since 1991 and has been involved
in the real estate business since 1976.
Other than Mr. Blanton and Mr. Goodman, who are brothers-in-law, there
are no family relationships among the officers and directors of CVB.
3
<PAGE>
Security Ownership of Management
The following table sets forth information as of February 29, 2000,
regarding the beneficial ownership of Common Stock by all directors and
nominees, by its President and Chief Executive Officer and by all directors and
executive officers as a group. For the purposes of this table, beneficial
ownership has been determined in accordance with the provisions of Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
under which, in general, a person is deemed to be a beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the security or if
he has the right to acquire beneficial ownership of the security within 60 days.
Common Stock
Name Beneficially Owned(1) Percent of Class
---- ------------------ ----------------
Directors
- ---------
Fleming V. Austin (2) 9,500 .49%
Charles W. Binford (3) 26,378 1.35%
Garland L. Blanton, Jr. (4) 10,218 .53%
Charles B. Goodman (5) 16,518 .85%
John B. Larus (6) 37,674 1.92%
Ralph Larry Lyons (7) 32,416 1.66%
Elwood C. May (8) 12,706 .66%
James T. Napier 4,209 .24%
All present executive officers and
directors as a group (13 persons) 164,239 7.87%
____________________
(1) Amounts disclosed include shares of Common Stock issuable upon the exercise
of stock options exercisable within 60 days of February 29, 2000.
(2) Includes 2,250 shares owned by Mr. Austin and his wife as joint tenants and
1,502 shares owned by his wife.
(3) Includes 2,155 shares owned by Mr. Binford and his wife as joint tenants
and 1,160 shares owned by his wife.
(4) Includes 3,700 shares owned by Mr. Blanton and his wife as joint tenants
and 818 shares owned by his wife.
(5) Includes 3,378 shares owned by Mr. Goodman and his wife as joint tenants
and 5,844 shares owned by his wife.
(6) Includes 12,000 shares owned by Mr. Larus' wife.
(7) Includes 4,148 shares owned by Mr. Lyons and his wife as joint tenants,
1,759 shares owned by Mr. Lyons' minor son, and 3,700 shares owned by his
wife.
(8) Includes 4,632 shares owned by Mr. May and his wife as joint tenants.
Security Ownership of Certain Beneficial Owners
Management does not believe that any shareholder beneficially owns more
than 5% of the outstanding shares of Common Stock as of February 29, 2000.
4
<PAGE>
The Board of Directors and Its Committees
Meetings of the Board of Directors are held regularly each month and
there is also an organizational meeting following the Annual Meeting of
Shareholders. The Board held 13 meetings in the year ended December 31, 1999.
For such year, none of CVB's eight directors attended fewer than 75% of the
aggregate number of Board meetings and meetings of committees of which the
respective directors are members.
The Board of Directors has an Audit Committee and a Compensation
Committee.
The Audit Committee consists of Messrs. Blanton, Goodman and Napier.
The Audit Committee is responsible for the selection and recommendation of the
independent accounting firm for the annual audit and for the establishment, and
the assurance of the adherence to, a system of internal controls. It reviews and
accepts the reports of CVB's independent auditors and federal examiners. The
Audit Committee met two times during the year ended December 31, 1999.
The Compensation Committee consists of Messrs. Austin, Binford and
Larus. The Compensation Committee is responsible for reviewing and approving
salary grade levels for the Bank as well as recommended salary increases. The
Compensation Committee met once during the year ended December 31, 1999.
The full Board of Directors acts as a nominating committee.
Under CVB's Bylaws, notice of a proposed nomination complying with
certain specified requirements must be received by CVB not less than 60 nor more
than 90 days prior to any meeting of shareholders called for the election of
directors, provided in each case that if fewer than 70 days' notice of the
meeting is given to shareholders, such written notice shall be received not
later than the close of the tenth day following the day on which notice of the
meeting was mailed to shareholders.
The Bylaws of CVB require that the shareholder's notice set forth as to
each nominee (i) the name, age, business address and residence address of such
nominee, (ii) the principal occupation or employment of such nominee, (iii) the
class and number of shares of CVB that are beneficially owned by such nominee
and (iv) any other information relating to such nominee that is required under
federal securities laws to be disclosed in solicitations of proxies for the
election of directors or is otherwise required (including, without limitation,
such nominee's written consent to being named in a proxy statement as nominee
and to serving as a director if elected). The Bylaws of CVB further require that
the shareholder's notice set forth as to the shareholder giving the notice (i)
the name and address of such shareholder and (ii) the class and amount of such
shareholder's beneficial ownership of CVB Common Stock. If the information
supplied by the shareholder is deficient in any material aspect or if the
foregoing procedure is not followed, the chairman of the annual meeting may
determine that such shareholder's nomination should not be brought before the
annual meeting and that such nominee shall not be eligible for election as a
director of CVB.
Executive Officers Who Are Not Directors
Joseph B. Keesee (age 60) is a Vice President and Senior Loan Officer.
Prior to joining CVB in 1995, he was Executive Vice President and Senior Lender
with Premier Bank, Wytheville, Virginia, for five years. Prior to joining
Premier Bank, he was Executive Vice President and Chief Executive Officer of
5
<PAGE>
Rappahannock National Bank, Washington, Virginia, for two years and a Senior
Vice President with Central Fidelity Bank in Culpeper, Virginia, for 19 years.
Mr. Keesee has 29 years of banking experience.
Judy M. Reynolds (age 38) is a Vice President of CVB. She serves as
branch manager of the Main Office in Powhatan and as branch coordinator. Ms.
Reynolds has been employed by CVB for 18 years.
F. William Kidd (age 53) is a Vice President and the Cashier of the
Bank. Mr. Kidd has been with CVB for 14 years and is presently responsible for
the computer operations and bookkeeping areas of the Bank. Mr. Kidd also serves
as the security officer for CVB.
Jodie S. Cocke (age 39) is a Vice President and Construction Lending
Officer. Prior to joining CVB in August 1998, she served as an Assistant Vice
President and Construction Loan Officer at Jefferson National Bank for four
years and at Pioneer Federal Savings Bank for nine years.
Charles F. Catlett, III (age 51) is a Vice President and Chief
Financial Officer. Prior to joining CVB in December 1999, he was President of
Franklin Financial Associates, L.L.C. for two years. Prior to establishing
Franklin Financial Associates, he was Senior Vice President and Group Manager of
Wachovia Bank, the successor by merger in 1997 to Central Fidelity National
Bank, where he served in several senior management capacities in Bank
Investments, Management Accounting, Corporate Accounting and Internal Audit. Mr.
Catlett has over 26 years of banking experience.
REMUNERATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended December 31,
1999, 1998 and 1997, the cash compensation paid by CVB, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer of
CVB in all capacities in which he served:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------
All Other
Name and Compensation
Principal Position Year Salary ($) Bonus ($) ($)(1)
------------------ ---- ---------- --------- ------
<S> <C> <C> <C> <C>
Ralph Larry Lyons 1999 141,102 1,331 14,110
President, Chief Executive 1998 130,650 2,512 13,065
Officer and Director 1997 120,900 2,325 12,090
</TABLE>
________________
(1) Consists of contributions to the Profit Sharing/Retirement Plan.
6
<PAGE>
Stock Options
The following table sets forth for the year ended December 31, 1999,
the grants of stock options to the named executive officers:
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted to
Underlying Options Employees in Fiscal Exercise or Base
Name Granted (#) (1) Year (%) (2) Price ($/Share) Expiration Date
---- ------------------ ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Ralph Larry Lyons 9,000 11.68% $13.50 1/11/09
</TABLE>
____________________
(1) Stock options were awarded at or above the fair market value of the shares
of Common Stock at the date of award.
(2) Options to purchase 77,075 shares of Common Stock were granted to employees
during the year ended December 31, 1999.
No stock options were exercised by the named executive officers during
1999. The following table sets forth the amount and value of stock options held
by the named executive officers as of December 31, 1999.
Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Fiscal Year End (#) at Fiscal Year End ($)(1)
------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ralph Larry Lyons 3,000 6,000 $0 $0
</TABLE>
_____________________
(1) The value of in-the-money options at fiscal year end was calculated by
determining the difference the closing price of a share of Common Stock as
reported on the Nasdaq Stock MarketSM on December 31, 1999 and the exercise
price of the options.
Directors' Fees
Directors, including directors who are officers of CVB, received fees
of $750 for each meeting of the Board attended and $100 for each committee
meeting attended during fiscal 1999.
7
<PAGE>
Certain Transactions
Some of the directors and officers of CVB, and some of the corporations
and firms with which these individuals are associated, are also customers of the
Bank in the ordinary course of business, or are indebted to the Bank with
respect to loans. It is also anticipated that some of the persons, corporations
and firms will continue to be customers of, and indebted to, the Bank on a
similar basis in the future. All loans extended to such persons, corporations
and firms were made in the ordinary course of business, did not involve more
than normal collection risk or present other unfavorable features, and were made
on substantially the same terms, including interest rates and collateral as
those prevailing at the same time for comparable Bank transactions with
unaffiliated persons. No such loan as of December 31, 1999 was non-accruing,
past due or restructured. At December 31, 1999, the aggregate amounts of loans
outstanding to all directors and officers of the Bank and members of their
immediate families were approximately $2,355,505.00.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and any persons who own more than
10% of the Common Stock of the Company, to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of common stock.
Officers and directors are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms that they file. Based solely on review of
the copies of such reports furnished to the Company or written representation
that no other reports were required, the Company believes that, during 1999, all
filing requirements applicable to its officers and directors were complied with.
AUDITORS
The Board has appointed Mitchell, Wiggins & Company, LLP, independent
certified public accountants, to perform the audit of CVB's financial statements
for the year ending December 31, 2000. Representatives from Mitchell, Wiggins &
Company, LLP, will be present at the Annual Meeting, will be given the
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions from shareholders.
PROPOSALS FOR 2001 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2001 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of CVB, whose address is P.O. Box 39, Powhatan, Virginia
23139-0039, no later than November 24, 2000, in order for the proposal to be
considered for inclusion in the Company's Proxy Statement. CVB anticipates
holding the 2001 Annual Meeting on April 24, 2001.
8
<PAGE>
CVB's Bylaws also prescribe the procedure a shareholder must follow to
nominate Directors or to bring other business before shareholders' meetings. For
a shareholder to nominate a candidate for Director or to bring other business
before a meeting, notice must be received by the Secretary of CVB not less than
60 days and not more than 90 days prior to the date of the meeting. Based upon
an anticipated date of April 24, 2001 for the 2001 Annual Meeting of
Shareholders, CVB must receive such notice no later than February 23, 2001 and
no earlier than January 24, 2001. Notice of a nomination for Director must
describe various matters regarding the nominee and the shareholder giving the
notice. Notice of other business to be brought before the meeting must include a
description of the proposed business, the reasons therefor and other specified
matters. Any shareholder may obtain a copy of the CVB's Bylaws, without charge,
upon written request to the Secretary of CVB.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of CVB's Annual Report to Shareholders for the year ended
December 31, 1999 accompanies this Proxy Statement. Additional copies may be
obtained by written request to the Secretary of CVB at the address indicated
below. Such Annual Report is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE
OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS, CVB WILL FURNISH TO SUCH PERSON, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE EXCHANGE ACT. ANY SUCH REQUEST
SHOULD BE MADE IN WRITING TO GARLAND L. BLANTON, JR., SECRETARY, CVB, 2036 NEW
DORSET ROAD, P.O. BOX 39, POWHATAN, VIRGINIA 23139-0039. THE FORM 10-KSB IS NOT
PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
The Board of Directors of CVB is not aware of any other matters that
may come before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Annual Meeting.
9
<PAGE>
<TABLE>
<CAPTION>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CENTRAL VIRGINIA BANKSHARES, INC.
<S> <C>
With- For All
For hold Except
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS 1. Election of Directors [ ] [ ] [ ]
Proxy Solicited by the Board of Directors
Elwood C. May and Charles B. Goodman
The undersigned hereby constitutes James T. Napier and INSTRUCTION: To withhold authority to vote for any
John B. Larus or either one of them, attorneys and individual nominee, mark "For All Except" and write
proxies, with power of substitution in each, to act for that nominee's name space provided below.
the undersigned with respect to all shares of Common
Stock of Central Virginia Bankshares, Inc. ("CVB") held ______________________________________________________
of record by the undersigned on March 3, 2000, at the
Annual Meeting of Shareholders to be held at the 2. To approve the appointment For Against Abstain
Powhatan Village Building (old Powhatan High School), of Mitchell, Wiggins & Company, [ ] [ ] [ ]
3910 Old Buckingham Road, Powhatan, Virginia, on LLP, as auditors for the year
Tuesday, April 25, 2000, at 10:00 a.m., or any ended December 31, 2000.
adjournment thereof, for the following purposes:
3. To vote on such other business as may properly
come before the meeting.
Please be sure to sign and date --------------------- Please check this box if you plan
this Proxy in the box below. |Date | to attend the Annual Meeting ========> [ ]
- ------------------------------------------------------- of Shareholders.
| |
| | THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
- -Stockholder sign above--Co-holder (if any) sign above- THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN ITEM 1 AND FOR ITEM 2.
Please sign your name exactly as it appears on the
stock certificate. All of several joint owners should
sign. Fiduciaries should give full title.
</TABLE>
Detach above card, sign, date and mail in postage paid envelope provided.
CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P. O. Box 39
Powhatan, Virginia 23139-0039
- --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
