UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 15,1999
Virginia Commonwealth Financial Corporation
(Exact Name of Registrant as specified in its Charter)
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Virginia 000-22747 54-1542438
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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102 South Main Street
P. O. Box 71
Culpeper, Virginia 22701-0071
(540) 825-4800
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
JEFFREY W. FARRAR
Senior Vice President and Chief Financial Officer
Virginia Commonwealth Financial Corporation
102 South Main Street
P. O. Box 71
Culpeper, Virginia 22701-0071
(540) 825-4800
(Name, address, including zip code, and the telephone number,
including area code, of agent for service)
(Former name or former, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The Registrant announced on September 15, 1999, that the Company has
entered into a definitive agreement and plan of reorganization (the "Agreement")
with Caroline Savings Bank ("Caroline"). The agreement provides that the
Registrant will be the continuing entity and Caroline will become a
wholly-subsidiary of the Registrant. Under the terms of the proposed
transaction, every share of the Registrant's common stock on the effective date
will continue to be outstanding and each share of Caroline common stock will be
converted into .7959 shares of common stock of the Registrant. This
reorganization is expected to be completed in the first quarter of 2000, barring
unforeseen circumstances.
Consummation of the reorganization is subject to approval of the
shareholders of Caroline at a special shareholder's meeting called for that
purpose, review and approval by the Federal Reserve and the Bureau of Financial
Institutions of the Virginia State Corporation Commission and other terms and
conditions set forth in the Agreement. The Registrant and Caroline intend to
mail proxy materials to shareholders and file applications with the appropriate
regulatory authorities as soon as practicable.
The Registrant's common stock is listed on the NASDAQ SmallCap Market
under the symbol "VCFC."
A copy of a press release provided to the local newspaper is attached
as an exhibit and incorporated herein by reference.
ITEM 7. EXHIBITS.
Exhibit 99.1 Press Release
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
Date: September 24, 1999 By: /s/ Jeffrey W. Farrar
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Jeffrey W. Farrar
Senior Vice President and
Chief Financial Officer
EXHIBIT 99.1
PRESS RELEASE
For more information contact:
William B. Young, Chairman of the Board Bill Southworth, President and CEO
540/373-9700 804/633-9883
Ed Barham, President
540/825-4800
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FOR IMMEDIATE RELEASE [VIRGINIA COMMONWEALTH FINANCIAL CORPORATION LOGO] September 15, 1999
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VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
AND CAROLINE SAVINGS BANK
ANNOUNCE THEIR AGREEMENT TO AFFILIATE
CULPEPER AND FREDERICKSBURG, VIRGINIA - Virginia Commonwealth Financial
Corporation (Nasdaq: VCFC) and Caroline Savings Bank today jointly announced
that they have entered into a definitive agreement to affiliate their
institutions. Under the terms of the agreement, Caroline Savings Bank
shareholders will receive .7959 shares of Virginia Commonwealth Financial
Corporation stock for each share of Caroline Savings Bank in a tax-free
exchange. The parties also announced that they have entered into a stock option
agreement, which gives Virginia Commonwealth Financial Corporation the right to
purchase up to 19.9% of the outstanding shares of Caroline Savings Bank prior to
the consummation of the affiliation under certain conditions.
Subsequent to the merger, Caroline Savings Bank will operate as a subsidiary of
Virginia Commonwealth Financial, along with Second Bank & Trust and Virginia
Heartland Bank. Bill Southworth, President and CEO of Caroline Savings Bank, and
E. Page Butler, a current director of Caroline Savings Bank, will join the board
of directors of Virginia Commonwealth Financial Corporation.
In announcing the transaction, Southworth said, "We have known Second Bank &
Trust and Virginia Heartland Bank for many years as high quality institutions,
and we will become part of a larger organization with approximately $415 million
in assets and $47 million in capital. With more resources at our disposal, we
will be able to remain technologically up to date and provide our customers with
a wider variety of services. The combined companies will have in excess of 2.4
million shares outstanding in the hands of over 2,300 shareholders. Caroline
Savings Bank shareholders should enjoy an immediate improvement in the liquidity
of their investment."
Caroline Savings Bank is a twenty-five year old institution headquartered in
Bowling Green, Virginia. In addition, Caroline has offices in Ladysmith and
Spotsylvania County.
This transaction is viewed as a natural extension of VCFC's franchise. Caroline
Savings Bank customers will continue receiving top quality, personalized
service, and they will see no change in personnel or day-to-day operations.
The affiliation is subject to regulatory approvals and approval by the
shareholders of Caroline Savings Bank. Closing is anticipated in the first
quarter of 2000.
Virginia Commonwealth Financial Corporation, which reported assets of $364
million and stockholders' equity of $41 million as of June 30, 1999, operates 10
offices in the counties of Culpeper, Madison, Orange, Rockingham, Spotsylvania
and the city of Fredericksburg. Caroline Savings Bank, which reported assets of
$47 million and stockholders' equity of $5.5 million, has two banking offices in
Caroline County and one additional office in Spotsylvania County.
