SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
(X) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
(X) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Tysons Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
(X) Fee previously paid with preliminary materials.
Filed April 25, 1996.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[TYSONS LETTERHEAD]
May, 1996
Dear Stockholder,
You are cordially invited to attend the annual stockholder's meeting of Tysons
Financial Corporation. The annual meeting will be held on Friday, June 14, 1996
at 3:30 p.m. at Tysons National Bank, 8200 Greensboro Drive, Suite 100, McLean,
Virginia 22102.
Enclosed you will find the Notice of Annual Meeting and Proxy Statement
describing the formal matters to be acted upon at the meeting. In addition, we
will discuss current matters concerning the future of the Company and review the
Company's activities from the previous year.
In particular, let me note the attached press release, which describes a public
offering by your company. Once the offering is completed your Company's common
stock will be quoted on the NASDAQ SmallCap Market under the symbol, TYSN.
We encourage every shareholder, whether or not you expect to attend the annual
meeting, to date, sign the enclosed proxy and return it promptly in the enclosed
envelope. Representation of your shares at the annual meeting is very important.
If you attend the meeting, you may, if you wish, revoke your proxy and vote in
person.
It is always a pleasure to meet with our shareholders and we look forward to
seeing you at the annual meeting.
Sincerely,
/s/ RICHARD SCHWARTZ /s/ PAT ROWLAND /s/ TERRIE G. SPIRO
- -------------------- --------------- -------------------
Richard Schwartz J. Patrick Rowland Terrie G. Spiro
Chairman of the Board Chairman of the Board President/CEO
Tysons Financial Corporation Tysons National Bank Tysons Financial
Corporation
President/CEO
Tysons National Bank
<PAGE>
[TYSONS LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT
April 3, 1996 Terrie G. Spiro
President/CEO
703/556-0015
TYSONS FINANCIAL CORPORATION FILES REGISTRATION STATEMENT
FOR PUBLIC OFFERING OF COMMON STOCK
McLean, Virginia - Tysons Financial Corporation announced today that it has
filed a Registration Statement on Form SB-2 with respect to a proposed public
offering of 300,000 shares of its common stock. The Company expects that the
offering will be underwritten on a firm commitment basis by Scott &
Stringfellow, Inc.
The offering will be made only by means of a prospectus.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws or any such State.
Tysons National Bank is a community bank engaged in a general commercial banking
business with particular emphasis on the needs of professionals, entrepreneurs
and small to medium sized businesses located in its primary service area in
Tysons Corner, Virginia. Tysons National Bank operates branches at its
headquarters in Tysons Corner and in Reston, Virginia.
<PAGE>
TYSONS FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 14, 1996
The Annual Meeting of Shareholders (the "Meeting") of Tysons Financial
Corporation (the "Company") will be held at the Company's offices at 8200
Greensboro Drive, Suite 100, McLean, Virginia 22102 on the 14th of June 1996, at
3:30 p.m. (local time) for the following purposes:
1. To elect five members to the Board of Directors
2. To consider the ratification and approval of the
appointment of KMPG Peat Marwick LLP, as the Company's
independent certified public accountants; and
3. To consider such other matters as properly may come
before the Meeting or any adjournment of the Meeting.
Only holders of record of the Company's Common Stock at the close of
business on April 30, 1996, will be entitled to notice of and to vote at the
Meeting. The stock transfer books will remain open.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. Please sign, date and return the Proxy promptly to the Company in the
enclosed postage-paid reply envelope. This will not prevent you from voting in
person, should you desire to do so, but will help to secure a quorum and will
assist us in preparing for the Meeting.
All shareholders are cordially invited to attend the Meeting.
By Order of the Board of Directors
/s/ TERRIE G. SPIRO
----------------------------------
Terrie G. Spiro
President and Chief Executive Officer
May 3, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.
<PAGE>
TYSONS FINANCIAL CORPORATION
8200 GREENSBORO DRIVE
SUITE 100
McLEAN, VIRGINIA 22102
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 14, 1996
This Proxy Statement and accompanying proxy is furnished in connection
with the solicitation of proxies by the Board of Directors of Tysons Financial
Corporation (the "Company") for use at the Annual Meeting of Shareholders (the
"Meeting") to be held on June 14, 1996, and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
All proxies will be voted in accordance with the instructions contained in the
proxies. If no choice is specified, proxies will be voted FOR the election to
the Board of Directors of all the nominees listed below under "ELECTION OF
DIRECTORS" and, at the proxy holder's discretion, on any other manner that may
properly come before the Meeting. Any shareholder may revoke a proxy given
pursuant to this solicitation prior to the Meeting by delivering an instrument
revoking it or by delivering a duly executed proxy bearing a later date to the
Secretary of the Company. A shareholder may elect to attend the Meeting and vote
in person even if he or she has a proxy outstanding.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitations by mail, officers and regular employees of the Company
and Tysons National Bank (the "Bank") may solicit proxies personally and by
telephone, telecopy, or other means, for which they will receive no compensation
in addition to their normal compensation. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held of
record by such persons and the Company may reimburse them for their reasonable
out-of-pocket and clerical expenses.
The Company has fixed April 30, 1996, as the record date (the "Record
Date") for determining the shareholders entitled to notice of and to vote at the
Meeting. At the close of business on the Record Date, there were outstanding and
entitled to vote 668,619 shares of common stock of the Company, par value $5.00
per share (the "Common Stock"), with each share being entitled to one vote. A
majority of the outstanding shares of Common Stock represented at the Meeting,
in person or by proxy, will constitute a quorum.
This Proxy Statement and the accompanying form of proxy were first
mailed to the shareholders on or about May 3, 1996.
Any shareholder or shareholder's representative who, because of a
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<PAGE>
disability, may need special assistance to allow him or her to participate in
the annual meeting of shareholders may request reasonable assistance from the
Company by contacting Tysons Financial Corporation, attention: Elissa A. Felix,
8200 Greensboro Drive, Suite 100, McLean, Virginia 22102, telephone
(703)556-0015, fax (703) 556-0023. To provide the Company sufficient time to
arrange for reasonable assistance, please submit all requests by May 31, 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information sets forth certain information regarding the
beneficial ownership of Common Stock as of April 30, 1996, by each of the
Company's and the Bank's directors and nominees and by each person known by the
Company to own beneficially more than 5% of the Company's voting securities and
by the officers and directors of the Company as a group, including the number of
shares beneficially owned by and percentage ownership of each person as of such
date.
<TABLE>
<CAPTION>
Number of Percent of
Name of Beneficial Owner Shares Owned (1) Class (2)
- ------------------------ ---------------- ---------
<S> <C> <C>
Joel M. Birken 3,050 0.45%
8133 Leesburg Pike
Ninth Floor
Vienna, VA 22182
James L. Bowman 40,000 (3) 5.81%
P.O. Box 6
Stephens City, VA 22655
Michael Farnum 15,731 (3) 2.34%
1138 Swinks Mill Road
McLean, VA 22102
Glaize Developments 45,000 (3) 6.53%
Fred L. Glaize III
P.O. Box 2598
Winchester, VA 22601
Alben G. Goldstein, M.D. 16,637 (3) 2.47%
6305 Castle Place
Falls Church, VA 22044
Zachary A. Kaye, M.D. 8,686 (3) 1.29%
14904 Jefferson Davis Highway
Woodbridge, VA 22191
Beth W. Newburger 13,054 (3) 1.94%
880 South Pickett Street
Alexandria, Va 22304
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Number of Percent of
Name of Beneficial Owner Shares Owned (1) Class (2)
- ------------------------ ---------------- ---------
<S> <C> <C>
Estate of G. Richard Pfitzner 40,696 (3) 5.91%
4510 Asdee Lane
Woodbridge, VA 22192
John Patrick Rowland 52,940 (3) 7.75%
1023 15th St, N.W., 7th Floor
Washington, D.C. 20005
Richard Schwartz 36,167 (3) 5.32%
880 South Pickett Street
Alexandria, VA 22304
William C. Sellery, Jr. 47,518 (3) 6.95%
1023 15th St., N.W., 7th Floor
Washington, D.C. 20005
Terrie G. Spiro 26,671 (3) 3.87%
8200 Greensboro Drive, Suite 100
McLean, VA 22102
St. Clair J. Tweedie 36,720 (3) 5.37%
5827 Columbia Pike
Suite 55
Falls Church, VA 22041
Tysons Financial ESOP Trust
58200 Greensboro Drive 57,051 8.53%
McLean, VA 22102
Nicholas Van Nelson 38,979 (3) 5.75%
10901 Chimney Lane
Fairfax, VA 22039
Yari V. Vondrich 34,743 (3) 5.08%
1502 Moran Road
Sterling, VA 21170
Stephen A. Wannall 200 0.03%
3025 Hamaker Court
Fairfax, VA 22031
Steven A. Zecola 34,743 (3) 5.08%
6502 Heather Brook Court
McLean, VA 22101
Officers and directors as a group 316,925 (4) 41.55%
</TABLE>
1. Information relating to beneficial ownership of Common Stock is based upon
"beneficial ownership" concepts set forth in rules of the SEC under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
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<PAGE>
Under these rules, a person is deemed to be a "beneficial owner" of a security
if that person has or shares "voting power," which includes the power to vote or
direct the voting of such security, or "investment power," which includes the
power to dispose or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any security of which that person has the
right to acquire beneficial ownership within sixty days. Under the rules, more
than one person may be deemed to be a beneficial owner of the same securities,
and a person may be deemed to be a beneficial owner of securities in which he
has no beneficial interest. For instance, beneficial ownership includes spouses,
minor children and other relatives residing in the same household, and trusts,
partnerships, corporations or deferred compensation plans which are affiliated
with the principal. Included in the amount of shares beneficially owned are
shares issuable upon the exercise of stock purchase warrants that were issued to
the organizers of the Bank and the Company. The stock purchase warrants entitle
the holder of the warrants to purchase Common Stock at $10.00 per share at any
time during the term of the warrant. The warrants became exercisable on January
2, 1992, and have a term of ten years from July 1, 1991, the date the Bank
opened for business. In the event of a capital call upon the Bank, the OCC will
require the warrants to be exercised at a price no less than current book value
or be forfeited.
2. Percent is calculated by treating shares subject to options or warrants
held by the named individual for whom the percentage is calculated which are
exercisable within the next 60 days as if outstanding, but treating shares
subject to warrants or options held by others as not outstanding.
3. Includes warrants to purchase 20,000 shares held by Mr. Bowman; warrants
to purchase 4,054 shares held by Mr. Farnum; warrants to purchase 20,000 shares
held by Glaize Developments; warrants to purchase 5,160 shares held by Dr.
Goldstein; warrants to purchase 3,686 shares held by Dr. Kaye; warrants to
purchase 4,054 shares held by Ms. Newburger; warrants to purchase 20,000 shares
held by the estate of Mr. Pfitzner; warrants to purchase 14,743 shares held by
Mr. Rowland; warrants to purchase 10,688 shares held by Mr. Schwartz; warrants
to purchase 14,743 shares held by Mr. Sellery; warrants to purchase 7,371 shares
and stock options to purchase 12,400 shares held by Ms. Spiro; warrants to
purchase 14,743 shares held by Mr. Tweedie; warrants to purchase 9,214 shares
held by Mr. Van Nelson; warrants to purchase 14,743 shares held by Mr. Vondrich;
and warrants to purchase 14,743 shares held by Mr. Zecola.
4. Includes total warrants of 79,242 and stock options of 14,900, all of
which are outstanding.
BOARD OF DIRECTORS
The Company currently has 11 directors. The Company's articles of
incorporation and bylaws provide for staggered terms for the Board of Directors.
The Board of Directors has been divided into three classes so that, after their
initial terms, approximately one-third of the directors are elected to a
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<PAGE>
three-year term at each annual shareholders meeting. Members of the Bank's board
of directors will serve one-year terms until the next annual meeting of the
Bank's shareholder, and thereafter until their successors are elected and
qualified.
The directors are elected on a staggered basis, as set forth above.
Five of the directors are to be elected for the coming year, four to be elected
as Class II directors, and one Class I director appointed during the year, to be
elected by the shareholders. All nominees are presently serving as directors.
Directors of the Company receive no compensation for their services as
directors. Directors of the Bank, except for Ms. Spiro who is President and CEO
of the Company and the Bank, receive $150 for every board meeting attended, paid
quarterly in arrears. In addition, effective April 14, 1996, Ms. Newburger will
receive no compensation as a Director.
ELECTION OF DIRECTORS
Article XI of the Company's Articles of Incorporation provides that the
Board of Directors shall be divided into three classes with each class to be as
nearly equal in number as possible. Article XI also provides that the three
classes of directors are to have staggered terms, so that the terms of only
approximately one-third of the Board will expire at each annual meeting of
shareholders. Thirteen directors were initially elected to the Board. These
directors were apportioned among each of Classes I, II, and III to serve initial
terms of one, two, and three years, respectively. All terms after the initial
term will be three years. Immediately following the 1994 Annual Meeting of
Shareholders, the Board of Directors consisted of eleven members. In 1995,
Donald E. Kidwell, a Class III director of the Company and a director of the
Bank, resigned from the Board of the Company and the Bank and Joel M. Birken was
appointed by the remaining Board members to fill this vacancy. Mr. Birken was
then elected to the Board of the Company as a Class I director by the
shareholders at the June 1995 shareholders meeting. Also, in May, 1995, J.
Anthony Imler, a Class I director, resigned from the Board. Immediately
following the 1995 Annual Meeting of Shareholders, the Board of Directors
consisted of ten members. In December, 1995, Stephen A. Wannall was appointed by
the Board of Directors of the Bank and the Company as a Class I director, and
will stand for election at the Meeting.
The current Class I directors are Joel M. Birken, Alben G. Goldstein,
M.D., Zachary A. Kaye, M.D., and Stephen A. Wannall. The current Class II
directors are Michael Farnum, Beth W. Newburger, William C. Sellery, Jr., and
St. Clair J. Tweedie. The current Class III directors are John Patrick Rowland,
Richard Schwartz, and Terrie G. Spiro. The terms of the Class II directors
expire this year and Mr. Farnum, Ms. Newburger, Mr. Sellery, and Mr. Tweedie
have been nominated for election. Mr. Wannall has been nominated for election as
a Class I director.
5
<PAGE>
The table below sets forth certain information about the nominees,
including the class of directors for which the nominee is being nominated, the
nominee's age, and the nominee's position with the Company and position with the
Company's principal operating subsidiary, Tysons National Bank (the "Bank"). All
of the nominees are currently serving as directors of the Company. It is the
intention of the persons named in the accompanying proxy to vote for the
election of the nominees identified below to serve until such time as is
specified for the particular class for which they are being nominated and until
their successors have been duly elected and have qualified or until their
earlier termination in accordance with the Corporation's Bylaws or Articles of
Incorporation. If any nominee is unable or fails to accept nomination or
election (which is not anticipated), the persons named in the proxy, unless
specifically instructed otherwise in the proxy, will vote for the election in
his stead of such other person as management may recommend.
Position with Position with the
Name Age the Company Bank
Michael Farnum 50 Director Director
Beth W. Newburger 58 Director Director
William C. Sellery, Jr. 48 Director Director
St. Clair J. Tweedie 58 Director Director
Stephen A. Wannall 48 Director Director
Michael Farnum has been a Class II director of the Company and a
director of the Bank since 1991. He has been, since 1991, self-employed with The
Farnum Company and concentrates on the sales and leasing of commercial and
industrial real estate. From 1973 to 1991, he was Vice President and sales
manager of two regional real estate firms, including Weaver Bros., Inc.
Beth W. Newburger has been a Class II director of the Company and a
director of the Bank since 1991. She has been President of Corabi International
Telemetrics, Inc., a biomedical instrumentation company, for more than the past
five years. She was appointed Chief of Staff, White House Office of Women's
Initiatives and Outreach, in October 1995, and has assumed the position of
Associate Administrator, General Services Administration on April 14, 1996.
William C. Sellery, Jr. has been a Class II director of the Company
since 1989 and a director of the Bank since 1991. He is President of Sellery
Associates, Inc., since September 1993. Prior to this, he was president of
Rowland & Sellery, Inc., a Washington, D.C. business consulting firm from 1988
to 1993.
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St. Clair J. Tweedie has been a Class II director of the Company and a
director of the Bank since 1991. He is currently a management consultant. Prior
to this, he was the Director of Government Relations for the American Cyanamid
Company for more than five years.
Stephen A. Wannall was appointed in December, 1995, by the Board of
Directors of the Company and the Bank to serve as a Class I director of the
Company and a director of the Bank. He is the Managing Shareholder of Brown,
Dakes & Wannall, P.C., a firm of Certified Public Accountants located in
Northern Virginia. Mr. Wannall is a Certified Public Accountant, with over
twenty years of experience in public accounting.
The Board of Directors Recommends that You Vote FOR the Election of the Five
Nominees Named Above.
Directors and Executive Officers of the Company and the Bank
The following table sets forth certain information with respect to the
directors and executive officers of the Company and the Bank. Executive officers
of the Bank are elected by the Bank's Board of Directors for one-year terms and
serve until their successors are elected and qualified. Except as otherwise
indicated, each person has been or was engaged in his present or last principal
occupation, in the same or a similar position, for more than five years.
<TABLE>
<CAPTION>
Name Age Position Held and Principal Occupations
<S> <C> <C>
Joel M. Birken 48 Mr. Birken has been a class I director of
the Company and a director of the Bank since 1995.
He is a founding shareholder of the law firm of Rees,
Broome & Diaz, P.C., and has practiced law with
that firm in Vienna, Virginia since 1974.
David M. Cordingley 49 Mr. Cordingley joined the Company in May 1996. He has over
20 years experience in banking including the founding of
Bank 1st, N.A. in McLean, Virginia in 1987. Additionally,
Mr. Cordingley spent 15 years in various positions with
First American Bank of Virginia. Mr. Cordingley graduated
from C.W. Post College in Greenvale, New York with a B.
B.A. in Economics.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name Age Position Held and Principal Occupations
<S> <C> <C>
Michael Farnum 50 Mr. Farnum has been a Class II director of the Company and
a director of the Bank since 1991. He has been, since
1991, self-employed with the Farnum Company and
concentrates on the sales and leasing of commercial and
industrial real estate. From 1973 to 1991, he was Vice
President and sales manager of two regional real estate
firms, including Weaver Bros., Inc.
Alben G. Goldstein, M.D. 50 Dr. Goldstein has been a Class I director of the Company
since 1989 and a director of the Bank since 1991. He has
been an individual practitioner for more than the past
fifteen years and has been the owner and senior physician
of the Arthritis Associates of Northern Virginia, P.C. for
more than the past five years.
Zachary A. Kaye, M.D. 48 Dr. Kaye has been a Class I director of the Company since
1989 and a director of the Bank since 1991. He is
currently a physician in sole practice in Woodbridge,
Virginia. He has been an individual practitioner for more
than the past fifteen years.
Beth W. Newburger(1) 58 Ms. Newburger has been a Class II director of the Company
and a director of the Bank since 1991. She has been
President of Corabi International Telemetrics, Inc., a
biomedical instrumentation company, for more than the past
five years. She was appointed Chief of Staff, White House
Office of Women's Initiatives and Outreach, in October,
1995 and has assumed the position of Associate
Administrator, General Services Administration as of
April 14, 1996.
</TABLE>
(1) Ms. Newburger is married to Mr. Schwartz.
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<PAGE>
<TABLE>
<CAPTION>
Name Age Position Held and Principal Occupations
<S> <C> <C>
J. Patrick Rowland 58 Mr. Rowland has been a Class III director and Vice Chairman
of the Board of Directors of the Company since 1989, and a
director and Chairman of the Board of the Bank since 1991.
Since January, 1995, he has been a business consultant with
offices in Washington, D.C. Prior to this, Mr. Rowland was
director of government relations for the Borg-Warner
Security Corporation from September of 1993 to December of
1994. For five years prior to that, he was the Chairman of
Rowland & Sellery, Inc., a Washington, D.C. business
consulting firm.
Richard Schwartz(2) 66 Mr. Schwartz has been a Class III director and Chairman of
the Board of the Company, and director and Vice Chairman of
the Bank, since 1991. He is the founder, and for more than
the past five years, President of Boat Owners Association
of the United States ("BOAT/U.S."). He is also the
Chairman of the Board, CEO, and majority stockholder of
Boat America Corporation, a service company. Mr. Schwartz
is an attorney and is admitted to the New York, Florida,
and District of Columbia Bars, and the Supreme Court of the
United States.
William C. Sellery, Jr. 48 Mr. Sellery has been a Class II director of the Company
since 1989 and director of the Bank since 1991. He is
President of Sellery Associates, Inc., since September,
1993. Prior to this, he was President of Rowland &
Sellery, Inc., from 1988 to 1993.
</TABLE>
(2) Mr. Schwartz is married to Ms. Newburger.
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<PAGE>
<TABLE>
<CAPTION>
Name Age Position Held and Principal Occupations
<S> <C> <C>
Samuel E. Smith, Jr. 40 Mr. Smith joined the Bank in June, 1994 as its Vice
President of Credit Administration and Operations. Mr.
Smith previously was Assistant Vice President at Citizens
Bank of Washington from 1991 to 1994. From 1986 to 1991,
Mr. Smith served as Assistant Vice President of Citizens
Bank of Virginia.
Terrie G. Spiro 39 Ms. Spiro has been President/CEO and a Class III director
of the Company since 1989, and President/CEO and director
of the Bank since 1991. Ms. Spiro has over sixteen years
of commercial banking experience. Prior to the founding of
the Company, Ms. Spiro was President/CEO of Sports 2000,
Inc., which she founded in 1986.
St. Clair J. Tweedie 58 Mr. Tweedie has been a Class II director of the Company and
a director of the Bank since 1991. He is
currently a management consultant. Prior to
this, he was the Director of Government Relations
for American Cyanamid Company for more than the
past five years.
Janet A. Valentine 43 Ms. Valentine has served as Senior Vice President and Chief
Financial Officer of the Bank since February, 1996. From
1991 to 1996, she was Vice President and Controller at
Patriot National Bank of Virginia. Ms. Valentine has over
18 years of experience in bank financial reporting,
budgeting and management.
Stephen A. Wannall 48 Mr. Wannall was appointed to serve as a Class I director of
the Company and a director of the Bank in December, 1995.
He is the Managing Shareholder of Brown, Dakes & Wannall,
P.C., an accounting firm located in Northern Virginia.
Mr. Wannall is a Certified Public Accountant and has over
twenty years of experience in public accounting.
</TABLE>
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Meetings and Committees of the Board of Directors
The Board of Directors of the Company met five times in 1995. The Board
of Directors of the Bank met twelve times during the year ended December 31,
1995. The Company's Board of Directors has no standing committees. All existing
committees are of the Bank's Board of Directors. The Bank has no standing
nominating committee.
The Bank' s Audit/Compliance Committee is composed of William C.
Sellery, Jr., Chairman, Alben G. Goldstein, St. Clair J. Tweedie, Stephen A.
Wannall, Terrie G. Spiro (ex-officio), and Samuel Smith, Jr. (ex officio,
compliance officer). The Audit/Compliance Committee has the responsibility of
reviewing the Company's financial statements, evaluating internal accounting
controls, reviewing reports of regulatory authorities, and determining that all
audits and examinations required by law are performed. The committee recommends
to the Board the appointment of the independent auditors for the next fiscal
year, reviews and approves the auditor's audit plans, and reviews with the
independent auditors the results of the audit and management's response thereto.
The Audit Committee is responsible for overseeing the entire audit function and
appraising the effectiveness of internal and external audit efforts. The Audit
Committee reports its findings to the Board of Directors. The Audit Committee
met three times in 1995.
The Bank has a Personnel & Compensation Committee, composed of Zachary
A. Kaye, Chairman, Beth W. Newburger, William C. Sellery, Jr., and Joel M.
Birken. The Personnel & Compensation Committee is responsible for establishing
the compensation plans for the Bank. Its duties include the development with
management of all benefit plans for employees of the Bank, the formulation of
bonus plans, incentive compensation packages, stock option plans, and medical
and other benefit plans. The members of the Compensation Committee also
currently function as the stock option committee of the Company for determining
the grant of options and other stock purchase rights to employees of the Bank
pursuant to the Stock Option Plan. This Committee met one time during the year
ended December 31, 1995.
All of the directors of the Company and the Bank attended at
least 75% of such meetings and the meetings of each committee on which they
served.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Currently, all operations of the Company are conducted at the Bank
level and the Company does not have any employees who are compensated separately
for their services to the Company. Executive officers of the Bank include the
President/Chief Executive Officer, Senior Vice President/Chief Lending Officer,
the Senior Vice President/Chief Financial Officer and the Vice President of
Credit Administration and Operations. The executive officers are elected by the
Board of Directors of the Bank for one year terms and serve until their
successors are elected and qualified.
11
<PAGE>
Summary of Cash and Certain Other Compensation
The following table sets forth for the fiscal years ended December 31,
1993, 1994, and 1995, the cash compensation paid or accrued by the Company and
the Bank, as well as certain other compensation paid or accrued for those years,
for services in all capacities to the Chief Executive Officer of the Company and
the Bank, Terrie G. Spiro (the "Named Executive Officer"). No executive officer
of the Company or the Bank, other than Ms. Spiro, earned total annual
compensation, including salary and bonus, for the fiscal year ended December 31,
1995, in excess of $100,000.
12
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation Awards
Annual Compensation(1)(2)
Securities All Other Compen-
Name and Principal Position Underlying sation($)
Year Salary($) Bonus($) Options(#)
<S> <C> <C> <C> <C> <C>
Terrie G. Spiro - President 1995 105,663 40,000 3,000 18,609(3)
and Chief Executive Officer
1994 102,731 -0- 6,000 14,383
1993 97,700 5,000 -0- 13,519
</TABLE>
- --------------------
(1) See "Option Grants," "Option Exercises and Year-End Values" and "Stock
Option Plan" for disclosure regarding outstanding stock options.
(2) In accordance with SEC rules, perquisites constituting less than the
lesser of $50,000 or 10% of total salary and bonuses are not reported.
(3) Comprises employer contributions of term life insurance premium of
$184, disability insurance premium of $2,401, health insurance premium
of $2,304, car lease payments of $6,316, fuel and parking allowance of
$3,600, and club dues of $3,804.
Option Grants
Options granted to the Named Executive Officer during 1995 are set
forth in the following table. For disclosure regarding the terms of stock
options, see "Stock Option Plan."
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Number of Percent of Potential Realizable
Shares Total Options Value at Assumed Annual
Underlying Granted to Exercise Rates of Stock Price
Options Employees Price Expiration Appreciation for Option
Name Granted (#) in 1995 ($/share) (1) Date Term (2)
- ---- ----------- --------- ------------- -------- -----------------------
5%($) 10%($)
----- ------
<S> <C> <C> <C> <C> <C>
Terrie G. Spiro 3,000 46.15 8.75 1/06 $16,508 $41,836
- ------------------
</TABLE>
(1) The exercise price of each option was the fair market value of the
underlying Common Stock on the date of the grant, as determined by the
Board of Directors of the Company,
13
<PAGE>
(2) Future value of current-year grants assuming the indicated percentage
rates per year over the applicable option term. The actual value
realized may be greater than or less than the potential realizable
values set forth in the table.
Option Exercises and Year-End Values
No stock options were exercised by the Named Executive Officer during
1995. There were no SARs outstanding during 1995. The following table sets forth
certain information regarding unexercised options held by the Named Executive
Officer as of December 31, 1995:
<TABLE>
<CAPTION>
Aggregated Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End (#) Fiscal Year-End ($)(1)
------------------------------ ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Terrie G. Spiro 9,000 0 N/A N/A
</TABLE>
- ------------------
(1) Value determined by Board of Directors of the Company.
Employment Contracts and Termination of Employment Agreements
In February, 1990, Terrie G. Spiro and the Company executed an
employment agreement. A first amendment to the employment agreement was signed
in April, 1992 and a second amendment was signed on March 31, 1996. The
following is a summary of the material terms of the employment agreement and the
amendment. The term of employment was deemed to have commenced July 1, 1991, and
continues for a period of five years unless terminated. After completion of the
initial five years, the agreement will automatically be extended for an
additional year, and shall thereafter be extended on a year-to-year basis unless
either party gives notice of intention to terminate. In March, 1996, the Company
and Ms. Spiro signed a second amendment to extend the employment agreement
through June 30, 1997. According to the terms of the employment agreement, Ms.
Spiro receives a base salary of $90,000 and benefits including, but not limited
to, individual contributory health insurance, term life insurance policy, the
cost of annual dues to the Army Navy Country Club, and initiation fee and dues
for membership in the Tower Club. Ms. Spiro's employment agreement entitles her
to receive incentive stock options equal to one-half of one percent per year for
six years of the initial stock issue by the Company and is awarded based on the
Bank achieving certain performance objectives. The first year was based on
achieving the pro forma financial results contained in the application to
charter the Bank filed with the OCC. Years two through six are based on
attaining the Bank's annual budget and return on assets standards. The maximum
amount of stock options to which Ms. Spiro will be entitled will be three
percent of the initial stock issue. The employment agreement and amendment also
provide for incentive bonus compensation if, during each calendar year, the Bank
meets certain performance objectives, including but not limited to: (i) asset
quality; (ii)
14
<PAGE>
asset growth; and (iii) return on assets. In the event of a hostile takeover or
a change in control of the Company or the Bank prior to June 30, 1997, the
Company will continue to pay Ms. Spiro's salary and bonuses for the longer of
the remaining term of the agreement or the next twelve months. The Company
maintains a key-person insurance policy on the life of Ms. Spiro. Upon
Ms. Spiro's death, proceeds of $200,000 under the policy are payable to the
Company.
Stock Option Plan
During 1992, the Board of Directors of the Company adopted, and the
shareholders approved, the Tysons Financial Corporation Stock Option Plan (the
"Plan"). The Plan provides that restricted stock and stock options may be
granted for the purchase of up to 160,058 shares, subject to adjustment upon
changes in capitalization. On April 5, 1994, the Company granted stock options
to acquire 6,000 shares of the Common Stock of the Company to Terrie G. Spiro
pursuant to the Plan. On January 25, 1995, the Company granted stock options to
acquire 3,000 shares of the Common Stock of the Company to Terrie G. Spiro
pursuant to the Plan. On January 25, 1995, the Company granted additional stock
options to acquire an aggregate of 3,500 shares of Common Stock to various other
officers of the Bank pursuant to the Plan. On January 26, 1996, the Company
granted additional stock options to acquire an aggregate of 3,000 shares of
Common Stock to various other officers of the Bank, and on February 21, 1996,
the Company granted stock options to acquire 3,400 shares of the Common Stock of
the Company to Terrie G. Spiro, pursuant to the Plan. All options granted to
date have an exercise price of $8.75. No other stock options or restricted stock
has been granted pursuant to the Plan. The Plan is intended as an incentive for
and as a means of encouraging share ownership by persons who are employees or
directors of the Company or the Bank. Options may be granted to employees or
directors of the Company or the Bank or any subsidiary of the Company or the
Bank and may be granted either as incentive stock options (which qualify for
certain favorable tax consequences), or as nonqualified stock options. Incentive
stock options may not be transferred except by will or by the laws of descent
and distribution, and during an optionee's lifetime may be exercised only by the
optionee (or by his or her guardian or legal representative, should one be
appointed). The transferability of nonqualified stock options will be determined
in each case by the stock option committee described below.
The Plan is administered by a committee consisting of at least two
members of the Board of Directors. Insofar as discretionary options or shares of
restricted stock are granted to persons who are subject to Section 16 of the
Exchange Act, the committee will consist of at least two directors who within
the preceding year have not received discretionary grants under the Plan. The
committee determines the employees and directors who will receive options or
restricted stock and, based on each such person's position and current and
potential contribution to the Company or the Bank, the amount of restricted
stock or the number of shares that will be covered by their options. The
committee also determines the periods of time (not exceeding ten years from the
date of grant in the case of an incentive stock option) during which options
will be
15
<PAGE>
exercisable and determines whether termination of an optionee's employment under
various circumstances would terminate options granted under the Plan to that
person. In addition, the committee determines the restriction period and vesting
conditions, the consequences of any termination of employment, and the other
terms of any grant of restricted stock. The option price per share is an amount
determined by the Board of Directors but will not be less than 100% of the fair
market value per share on the date of grant for incentive stock options. The
option is payable in full upon exercise. The Company and the Bank receive no
consideration upon the granting of an option.
The Board of Directors has the right at any time to terminate or amend
the Plan, but no such action may terminate options already granted or otherwise
affect the rights of any optionee under any outstanding option without the
optionee's consent. Without shareholder approval, the Board of Directors may not
adopt any amendment of the Plan that would (1) increase the total number of
shares issuable pursuant to incentive stock options under the Plan or materially
increase the total number of shares of Common Stock subject to options, (ii)
change or modify the class of employees eligible to receive incentive stock
options that may participate in the Plan or materially change or modify the
class of persons that may participate, or (iii) otherwise materially increase
the benefits accruing to participants thereunder.
Employee Stock Ownership Plan
Effective January 1, 1993, the Company established the Tysons Financial
Corporation Employee Stock Ownership Plan (the "ESOP") for all eligible
employees. The ESOP covers all salaried employees of the Company or its
subsidiaries, 21 years of age or older, who work a minimum of 1,000 hours per
year and who have completed at least one year of service with the Company.
Contributions are at the discretion of, and determined annually by, the Board of
Directors based on the Company's performance. Contributions are not to exceed
the maximum amount deductible under the applicable section of the Internal
Revenue Code of 1986 (the "Code"). Contributions under the ESOP will be used to
purchase Common Stock which is allocated to participants on the basis of the
participant's compensation for the year compared to total compensation of all
eligible employees. An employee's interest in the amount contributed becomes 20%
vested after three years of service and increases incrementally to become 100%
vested after seven years of service.
Interests of Management and Directors in Certain Transactions
Except as described in this Proxy Statement, there are no agreements in
existence or anticipated between any organizer, director, or officer of the Bank
or the Company relating to the premises, furnishings, equipment, fixtures, or
any other property or service of the Bank or the Company. The Bank engages in a
full complement of lending and deposit transactions with its directors and
executive officers, their associates, and members of their immediate families.
These transactions are made in the ordinary course of business, on substantially
the
16
<PAGE>
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and do not involve more than
the normal risk of collectibility or present other unfavorable features. As of
March 31, 1996, loans to directors and executive officers of the Company, and
their affiliates, including loans guaranteed by such persons and unfunded
commitments made, aggregated $1,124,000, or approximately 25.7% of stockholders'
equity of the Company.
In June 1994, the Company funded the ESOP with a loan provided by
Richard Schwartz, a director of the Company, in the original principal amount of
$500,000.00. The terms of the loan include quarterly principal payments of
$12,500.00 and quarterly interest payments at prime plus 2% with a final payment
on June 1, 1998. In management's opinion, the loan is at market terms. The
outstanding balance on December 31, 1995, was $425,000.00.
Joel M. Birken, a Director of the Company is a shareholder in the law
firm of Rees, Broome & Diaz, P.C., which regularly acts as counsel to the
Company and the Bank. During the fiscal years ending 1994 and 1995, Rees, Broome
& Diaz, P.C. performed legal services for the Bank and was paid $28,855 and
$99,490, respectively.
APPROVAL AND RATIFICATION OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of the Holding Company has appointed KPMG Peat
Marwick LLP independent certified public accountants ("KPMG"), as independent
certified public accountants for the Company for the fiscal year ending December
31, 1996. KPMG has served the Company as its independent certified public
accountants since 1994. The firm is presently serving both the Company and the
Bank as independent auditors. A representative of KPMG is expected to attend the
Meeting and will be given the opportunity to make a statement on behalf of the
firm if he desires to do so. A representative of KPMG is also expected to be
available to respond to appropriate questions from shareholders.
Although not required by the Company's Articles of Incorporation or
Bylaws, the Board of Directors deems it to be in the best interests of the
Company to submit to the shareholders a proposal to ratify the appointment of
KPMG. If the appointment is not approved by a majority of the votes cast at the
meeting on this proposal by the holders of the shares of Common Stock of the
Company, the appointment of the independent auditors will be reconsidered by the
Board of Directors.
On May 18, 1994, the Company dismissed the firm of Hoffman, Dykes &
Fitzgerald, P.C. as the auditors of the Company effective as of that date. The
decision to change accountants was approved by the board of directors of the
Company.
The reports of Hoffman, Dykes & Fitzgerald, P.C. on the Company's
financial statements for the past two fiscal years did not contain an adverse
opinion or
17
<PAGE>
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
In connection with the audits of the Company's s financial statements
for each of the two fiscal years ended December 31, 1992, and December 31, 1993,
and in the subsequent interim period, there were no disagreements with Hoffman,
Dykes & Fitzgerald, P.C., on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Hoffman, Dykes & Fitzgerald, P.C., would have
caused Hoffman, Dykes & Fitzgerald, P.C., to make reference to the matter in
their report. During the two fiscal years ended December 31, 1992, and December
31, 1993, and in the subsequent interim period, no matters occurred which are
required to be described pursuant to Item 304(a)(1)(iv) of Regulation S-B.
On May 18, 1994, the Company engaged KPMG as its independent certified
public accountants for the fiscal year ending December 31. 1994, to audit the
Company's financial statements. During the Company's two fiscal years ended
December 31, 1992 and December 31, 1993 and the subsequent interim period
preceding the engagement of KPMG, the Company did not consult KPMG on any matter
requiring disclosure under Item 304(a)(2) of Regulation S-B.
The Board of Directors recommends a vote FOR ratification of KPMG as
independent certified public accountants for the fiscal year ending December 31,
1996.
VOTE REQUIRED TO APPROVE MATTERS
Assuming the presence of a quorum, the affirmative vote of a plurality
of the votes of the shares present in person or by proxy and entitled to vote on
the election of Directors is required for the election of Directors. The
ratification of the appointment of KPMG as independent certified public
accountants of the Company requires the affirmative vote of a majority of the
shares present in person or by proxy at the meeting and entitled to vote on such
ratification.
Votes cast by proxy or in person at the meeting will be tabulated by
the inspector of elections appointed for the meeting. Proxies marked with
abstentions as to any proposal, and abstentions on any proposal by shareholders
present at the meeting, will be treated as present and entitled to vote for
purposes of determining the existence of a quorum and will have the practical
effect of a negative vote as to that proposal. In the event of a broker non-vote
(i.e., a proxy from brokers marked to indicate that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares as to the vote on a particular matter with respect to which the
brokers or nominees do not have discretionary power to vote) with respect to any
issue, the proxy will be counted as present for purposes of determining the
existence of a quorum but will not be deemed as present and entitled to vote as
to that
18
<PAGE>
issue for purposes of determining the total number of shares of which a majority
is required for adoption.
SHAREHOLDER PROPOSALS FOR THE
1997 ANNUAL MEETING OF SHAREHOLDER
Shareholder proposals to be presented at the 1997 Annual Meeting of
Shareholders must be received at the Company's executive offices at Suite 100,
8200 Greensboro Drive, McLean, Virginia 22102 by January 3, 1997, in order to be
included in the Company's proxy statement and form of proxy relating to that
meeting. Proposals must comply with the proxy rules of the Securities and
Exchange Commission in order to be included in the Company's proxy materials.
OTHER MATTERS
Management of the Company knows of no matters other than those stated
above that are to be brought before the Meeting. If any other matters properly
come before the Meeting, it is the intention of the persons named in the
enclosed Proxy to vote on such matters in accordance with his or her judgment.
By Order of the Board of Directors.
TERRIE G. SPIRO
President and Chief Executive Officer
May 9, 1996
<PAGE>
*******************************************************************************
APPENDIX
TYSONS FINANCIAL CORPORATION
8200 Greensboro Drive, Suite 100, McLean, Virginia 22102
This proxy is Solicited by the Board of Directors
The undersigned hereby appoints J. Patrick Rowland and Samuel E. Smith
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below all the shares of common stock
of Tysons Financial Corporation held of record by the undersigned on April 30,
1996, at the Annual Meeting of shareholders to be held on June 14, 1996, or any
adjournment thereof.
1. Election of Directors (all nominees are nominated for Class II with
the exception of Mr. Wannall, who is nominated for Class I director):
[ ] For all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below listed below
Michael Farnum, Beth W. Newburger, William C. Sellery, Jr., St. Clair J.
Tweedie, and Stephen A. Wannall.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below)
2. Ratification and approval of KPMG Peat Marwick LLP, as the Company's
independent certified public accountants.
[ ] Approval [ ] Disapproval [ ] Abstention
3. In their discretion, the Proxies are authorized to vote upon such
other business as may be properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this Proxy will be voted
(i) FOR the election of all listed nominees, (ii) FOR the ratification and
approval of the appointment of the Company's independent certified public
accountants, and (iii) at the discretion of the Proxies on any other matter that
may properly come before the meeting.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 1996
Signature
Please Print Name
Signature if held jointly
Please Print Name
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
<PAGE>
