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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
February 14, 2000
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 of (Commission File Number) (IRS Employer Identification)
incorporation)
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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)
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JEFFREY W. FARRAR
Executive 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)
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(Former name or former, if changed since last report.)
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Item 5. Other Events.
On February 14, 2000, Virginia Commonwealth Financial Corporation (the
"Company") issued the press release attached hereto as Exhibit 99.1 and
incorporated herein by reference, announcing the completion of the affiliation
of the Company with Caroline Savings Bank.
Item 7. Financial Statements and Exhibits.
(a) None
(b) Exhibits
Exhibit 99.1 Press Release dated November 14, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registration has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
Date: February 15, 2000 By: /s/ Jeffrey W. Farrar
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Jeffrey W. Farrar
Senior Vice President and
Chief Financial Officer
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[VIRGINIA COMMONWEALTH FINANCIAL CORPORATION LOGO]
[CAROLINE SAVINGS BANK LOGO]
FOR IMMEDIATE RELEASE February 14, 2000
Virginia Commonwealth Financial Corporation
and Caroline Savings Bank
Announce Consummation of Affiliation
Culpeper and Bowling Green, Virginia - Virginia Commonwealth Financial
Corporation (Nasdaq: VCFC) and Caroline Savings Bank (Caroline) today jointly
announced the consummation of the affiliation with Virginia Commonwealth
Financial Corporation. Caroline shareholders received .7959 shares of Virginia
Commonwealth Financial Corporation stock for each share of Caroline Savings Bank
in a tax-free exchange.
Caroline Savings Bank will operate as a subsidiary of Virginia Commonwealth
Financial Corporation, along with Second Bank & Trust and Virginia Heartland
Bank. W.R. Southworth, President and CEO of Caroline Savings Bank, and E. Page
Butler, a current director of Caroline, will join the board of directors of
Virginia Commonwealth Financial Corporation.
In announcing the completion of the affiliation, W. R. Southworth stated, "We
are pleased to announce the completion of our affiliation with Virginia
Commonwealth Financial Corporation, and appreciate the support of our
shareholders during this process. We are excited about joining a strong
financial service organization, which will allow us to build upon our successes
and provide enhanced service to our customers and value to the shareholders.
The transaction results in Virginia Commonwealth Financial Corporation having
approximately $418 million in combined assets and $47 million in capital, with
more than 2.4 million shares outstanding in the hands of over 2,800
shareholders. The combined entity will operate 13 branch offices in the counties
of Caroline, Culpeper, Madison, Orange, Rockingham, Spotsylvania and the city of
Fredericksburg.
For more information contact:
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Virginia Commonwealth Financial Corporation Caroline Savings Bank
William B. Young, Chairman of the Board W. R. Southworth, President and CEO
540/373-9700 804/633-9883
O.R. (Ed) Barham, Jr., President
540/825-4800
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