SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
FIRST COLONY CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
319741 10 4
(CUSIP Number)
Floyd D. Gottwald, Jr.
Bruce C. Gottwald
330 South Fourth Street
Richmond, Virginia 23219
Telephone No. 804-788-5401
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Allen C. Goolsby
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
October 17, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with
this statement [ ].
Page 1 of 15 Pages
<PAGE>
CUSIP NO. 319741 10 4 13D Page 2 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Floyd D. Gottwald, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 1,743,742
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 437,266
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,743,742
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 437,266
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
1,443,312 shares owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.42%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 319741 10 4 13D Page 3 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce C. Gottwald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 1,257,302
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 317,226
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,257,302
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 317,226
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,528
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
2,066,819 shares owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.19%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The purpose of this Amendment No. 2 is to amend and restate
Item 4, "Purpose of Transaction."
Item 4. Purpose of Transaction.
On August 4, 1996, First Colony Corporation (the
"Issuer") entered into the Agreement and Plan of Merger with
General Electric Capital Corporation ("GECC") and a wholly-owned
subsidiary of GECC ("Merger Subsidiary"). On October 17, 1996,
Floyd D. Gottwald, Jr., and his sons, William M. Gottwald, M.D.,
John D. Gottwald and James T. Gottwald, and Bruce C. Gottwald and
his sons, Bruce C. Gottwald, Jr., and Thomas E. Gottwald, along
with Thomas McN. Millhiser, as co-trustee for certain trusts
containing shares of the Issuer's Common Stock held for the
benefit of the Gottwalds (collectively, the "Gottwalds"),
completed execution of a Voting Agreement, dated as of August 4,
1996, with GECC (the "Voting Agreement"), pursuant to which the
Gottwalds have agreed to vote their shares of the Issuer's Common
Stock (up to 9.9% of the outstanding shares of the Issuer's
Common Stock) in favor of the Agreement and Plan of Merger. A
copy of the Voting Agreement is attached to this Amendment No. 2
as Exhibit 1. Bruce C. Gottwald, Jr., is Chairman of the Board
and Chief Executive Officer of the Issuer and Floyd D. Gottwald,
Jr., Bruce C. Gottwald and William M. Gottwald, M.D., are members
of the Board of the Issuer. The Gottwald family may be deemed
control persons of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) 7,154,440 shares of Common Stock are owned beneficially
by Floyd D. Gottwald, Jr. and Bruce C. Gottwald,
constituting 14.48% of such shares outstanding.*/
(b) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote -
3,112,271 1/
(ii) shared power to vote or to direct the vote -
4,042,169 2/
(iii)sole power to dispose of or to direct the
disposition of - 3,112,271 1/
(iv) shared power to dispose of or to direct the
disposition of - 4,042,169 2/
(c) On July 1, 1993, Floyd D. Gottwald, Jr. and Bruce C.
Gottwald acquired shares of Common Stock of the Issuer
as a dividend from Ethyl Corporation. They have
acquired and disposed of additional shares from time to
time through benefit plans, the dividend reinvestment
plan and gifts.
<PAGE>
(d) Other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, the 4,042,169 shares described in
Items 5(b)(ii) and (iv). However, none of such
persons' individual interest relates to more than 5
percent of the class of securities for which this Form
is filed.
_________________________
*/ The filing of this statement shall not be construed as an
admission that, for the purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, Floyd D. Gottwald,
Jr. or Bruce C. Gottwald are the beneficial owners of
111,227 shares described in Items 5(b)(i) and (iii) or
4,042,169 shares described in Items 5(b)(ii) and (iv).
1/ This amount includes 111,227 shares owned by a charitable
foundation for which the Gottwalds serve as the sole
directors.
2/ Includes 1,443,312 shares owned by the adult sons of Floyd
D. Gottwald, Jr. and 2,066,819 shares owned by the adult
sons of Bruce C. Gottwald who do not reside in their
fathers' home.
Item 7. Material to be Filed as Exhibits.
1. Voting Agreement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: October 28, 1996
/s/ Floyd D. Gottwald, Jr.
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
Bruce C. Gottwald
<PAGE>
EXHIBIT INDEX
Exhibit 1 Voting Agreement
<PAGE>
Exhibit 1
VOTING AGREEMENT
This Voting Agreement (the "Agreement"), dated as of August
4, 1996, is among General Electric Capital Corporation, a New
York corporation ("GECC"), and the persons listed on the
signature pages hereto (the "Shareholders").
RECITALS
WHEREAS, GECC has agreed to acquire the Company pursuant to
a merger (the "Merger") in which a direct or indirect wholly
owned subsidiary of GECC ("Merger Sub") will be merged with and
into First Colony Corporation, a Virginia corporation (the
"Company");
WHEREAS, the Shareholders own shares of common stock, no par
value, of the Company ("Common Stock");
WHEREAS, the Shareholders are entering into this Agreement
as an inducement for GECC to enter into an agreement and plan of
merger among GECC, the Company, and Merger Sub (the "Merger
Agreement");
WHEREAS, the Shareholders are willing to enter into this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions. For purposes of this Agreement:
a. "Beneficially Own" with respect to any securities
shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13D-3 under the Exchange
Act), including pursuant to any agreement, arrangement, or
understanding, whether or not in writing. Without
duplicative counting of the same securities by the same
holder, securities Beneficially Owned by a person or entity
shall include securities Beneficially Owned by all other
persons or entities with whom such person or entity would
constitute a "group" within the meaning of Section 13(d) of
the Exchange Act.
b. "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
<PAGE>
c. "Existing Shares" shall mean, as to a specified
Shareholder, the shares of Common Stock listed under such
Shareholder's name on the signature pages hereto.
d. "Shares" shall mean, as to a specified
Shareholder, such Shareholder's existing Shares and (without
duplication) any shares of Common Stock acquired, held of
record, or Beneficially Owned by such Shareholder in any
capacity after the date hereof and prior to the termination
of this Agreement, whether upon the exercise of options,
warrants, or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of
purchase, dividend, distribution, gift, bequest,
inheritance, or as a successor in interest in any capacity
or otherwise. In the event of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer and include
the Shares as well as all such stock dividends and
distributions and any shares into which or for which any or
all of the Shares may be changed or exchanged.
2. Shareholder Covenants.
a. Voting of Shares in Favor of the Merger. Each
Shareholder hereby agrees that, during the term of this
Agreement, at any meeting (whether annual or special and
whether or not an adjourned or postponed meeting) of the
holders of Common Stock, however called, or in connection
with any written consent of the holders of Common Stock,
such Shareholder shall vote (or cause to be voted), or in
the case of Shares with respect to which such Shareholder
has shared voting power, use shareholder's best efforts to
cause to be voted, such Shareholder's Shares in favor of the
Merger, the execution and delivery of the Merger Agreement
and the approval and adoption of the terms thereof and each
of the other actions contemplated by the Merger Agreement
and this Agreement and any actions required in furtherance
thereof and hereof.
b. Voting of Shares Against Certain Matter. Each
Shareholder hereby agrees that, during the term of this
Agreement, at any meeting (whether annual or special and
whether or not an adjourned or postponed meeting) of the
holders of Common Stock, such Shareholder shall vote (or
cause to be voted), or in the case of Shares with respect to
which such Shareholder has shared voting power, use
Shareholder's best efforts to cause to be voted, such
Shareholder's Shares against the following actions (other
than the Merger and the transactions contemplated by the
Merger Agreement and this Agreement):
(i) any extraordinary corporate transaction
involving the Company or any of its subsidiaries,
such as a merger, consolidation or other business
combination involving the Company or any of its
subsidiaries; or
<PAGE>
(ii) any sale, lease or transfer of a material
amount of assets (including stock) of the Company
or any of its subsidiaries, or a reorganization,
restructuring, recapitalization, special dividend,
dissolution or liquidation of the Company or any
of its subsidiaries.
c. Restrictions on Transfers, Proxies, and
Non-Interference. Each Shareholder hereby agrees that,
during the term of this Agreement, it will not (i)
voluntarily sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to the sale,
transfer, pledge, encumbrance, assignment or other
disposition of any Shares, (ii) grant any proxies, deposit
any Shares into a voting trust or enter into a voting
agreement with respect to any such Shares, or (iii) take any
action that would make any representation or warranty of
such Shareholder contained herein untrue or incorrect or
have the effect of preventing or disabling such Shareholder
from performing its obligations under this Agreement.
Notwithstanding the foregoing, this Section shall not
prohibit gifts of Shares so long as 9.9% of the Common Stock
then outstanding is still subject to this Agreement.
d. Limit. Notwithstanding anything to the contrary
contained in this Agreement, the obligations of the
Shareholders hereunder shall not, at any time, apply to
those Shares in excess of 9.9%. to the extent that the
aggregate number of Shares held by the Shareholders at any
time equals or exceeds the Limit, the Shareholders agree
that the restrictions contained in Section 2 hereof shall
apply to 9.9% of the Common Stock then outstanding on a pro
rata basis in accordance with each Shareholder's respective
ownership of Shares at such time.
3. Representations and Warranties of Shareholders. Each
Shareholder, as to such Shareholder only, hereby represents and
warrants to GECC as follows:
a. Ownership of Shares. Such Shareholder is the
Beneficial Owner and holder of record of the number of
Existing Shares set forth under such Shareholder's name on
the signature pages hereto. On the date hereof, such
Existing Shares constitute all of the shares of Common Stock
owned of record or Beneficially Owned by such Shareholder.
All of such Existing Shares are held by such Shareholder
free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings, or
arrangements or any other encumbrances whatsoever, subject
to applicable securities laws and the terms of this
Agreement.
b. Enforceability. This Agreement has been duly
executed and delivered by such Shareholder and constitutes a
legal, valid, and binding obligation of such Shareholder and
is enforceable against such Shareholder in accordance with
its terms, except to the extent that its enforceability may
be limited by applicable bankruptcy, insolvency,
reorganization, or other laws affecting the enforcement of
creditors' rights generally or by equitable principles.
<PAGE>
c. No Conflicts. Except for filings, authorizations,
consents, and approvals as may be required under the
Exchange Act, no filing with, and no permit, authorization,
consent, or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement
by such Shareholder and the consummation by such Shareholder
of the transactions contemplated hereby.
4. Termination. This Agreement shall terminate upon the
earliest to occur of (i) the time at which the Merger becomes
effective, (ii) the time at which the Merger Agreement terminates
or is terminated in accordance with its terms, or (iii) upon such
earlier time as the parties may mutually agree.
5. Miscellaneous.
a. Entire Agreement. This Agreement sets forth the
entire understanding of the parties hereto with respect to
the subject matter hereof and supersede all prior contracts,
agreements, arrangements, communications, discussions,
representations and warranties, whether oral or written,
between the parties.
b. Governing Law. This Agreement shall in all
respects be governed by and construed in accordance with the
laws of the State of Virginia without regard to the
principles of conflict of laws contained therein.
c. Notices. Any notice, request, consent or other
communication required or permitted hereunder shall be in
writing and shall be deemed to have been duly given or
delivered to any party (a) when received by such party if
delivered by hand or telecopy, (b) within one business day
after being sent by recognized overnight delivery service or
(c) within three business days after being mailed by
first-class mail, postage prepaid, and in each case to the
address set forth on the signature pages hereto. Any party
by written notice to the others pursuant to this Section may
change the address or the persons to whom notices or copies
thereof shall be directed.
d. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to
be an original, and all of which together shall constitute
one and the same instrument.
e. Assignment. This Agreement shall be binding upon
and inure to the benefit of the successors and assigns of
each party hereto. No rights, obligations, or liabilities
hereunder shall be assignable by any party without the prior
written consent of the other parties.
f. Waivers; Amendment. Any waiver by any party of
any violation of, or breach of or default under, any
provision of this Agreement, or any other agreements
provided for herein, by any other party shall not be
construed as, or constitute, a continuing waiver of such
provision, or waiver of any other violation of, breach of or
default under, any other provision of this Agreement or such
other agreements. This Agreement may be amended only by a
writing executed by each of the parties hereto.
<PAGE>
g. Third Parties. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer
upon or give any person or entity other than the parties
hereto any rights or remedies under or by reason of this
Agreement.
h. Headings; Construction. The headings in this
Agreement are solely for convenience of reference and shall
not be given any effect in the construction or
interpretation of this Agreement. Unless otherwise
indicated, all references to Sections refer to the Sections
of this Agreement. This Agreement is solely the product of
negotiations between the parties hereto represented by
counsel and any rules of construction relating to
interpretation against the drafter of an agreement shall
not apply to this agreement.
i. Severability. In case any provision in this
Agreement shall be held invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or
impaired thereby.
j. Specific Performance. Each of the parties hereto
recognizes and acknowledges that due to, among other things,
the unique and irreplaceable nature of the Shares, a breach
by it of any covenant or agreement contained in this
Agreement will cause the other parties hereto to sustain
damages for which it would not have an adequate remedy at
law for money damages, and therefore each of the parties
hereto agrees that in the event of any such reach the
aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive
and other equitable relief in addition to any other remedy
to which it may be entitled, at law or in equity.
k. Remedies Cumulative. All rights, powers, and
remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall
be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power, or remedy by
such party.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed in one or more counterparts as of the
date first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Patrick E. Welch
Name: Patrick E. Welch
Title: Attorney-In-Fact
Address:
260 Long Ridge Road
Stamford, Connecticut 06927
Attention: Mike Fraizer
With a Copy to:
Well, Gotshal & Manges LLP
100 Crescent Court, Suite 1300
Dallas, Texas 75201-6950
Attention: David A. Spuria, Esq.
<PAGE>
/s/ Bruce C. Gottwald, Jr.
Name: Bruce C. Gottwald, Jr.
Address: 901 East Byrd Street
Richmond, Virginia 23219
Existing Shares: 1,671,933
/s/ Floyd D. Gottwald, Jr.
Name: Floyd D. Gottwald, Jr.
Address: 330 South Fourth Street
Richmond, Virginia 23219
Existing Shares: 2,181,008
/s/ Bruce C. Gottwald
Name: Bruce C. Gottwald
Address: 330 South Fourth Street
Richmond, Virginia 23219
Existing Shares: 1,574,528
/s/ William M. Gottwald, M.D.
Name: William M. Gottwald, M.D.
Address: 330 South Fourth Street
Richmond, Virginia 23219
Existing Shares: 1,429,036
<PAGE>
/s/ John D. Gottwald
Name: John D. Gottwald
Address: 1100 Boulders Parkway
Richmond, Virginia 23233
Existing Shares: 1,366,642
/s/ James T. Gottwald
Name: James T. Gottwald
Address: 3600 River Road West
Goochland, Virginia 23063
Existing Shares: 1,325,020
/s/ Thomas E. Gottwald
Name: Thomas E. Gottwald
Address: 330 South Fourth Street
Richmond, Virginia 23219
Existing Shares: 1,527,504
/s/ Thomas McN. Millhiser
Name: Thomas McN. Milhiser,
as Trustee
Address: 951 East Byrd Street
Richmond, Virginia 23219
Existing Shares: 986
