<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST CHESAPEAKE FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
N/A
(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)(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 (Set forth the amount of 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 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>
PRELIMINARY
FIRST CHESAPEAKE FINANCIAL CORPORATION
9100 Arboretum Parkway, Suite 160
Richmond, Virginia 23236
Notice of Annual Meeting of Shareholders
To Be Held on June 30, 1997
TO THE SHAREHOLDERS OF FIRST CHESAPEAKE FINANCIAL CORPORATION:
The annual meeting of shareholders of First Chesapeake Financial
Corporation (the "Company") will be held at the Company's offices at 9100
Arboretum Parkway, Suite 160, Richmond, Virginia 23236 on June 30, 1997, at
10:00 A.M., local time, for the following purposes:
1. To elect three Directors for the ensuing year;
2. To vote on an amendment to the Company's Bylaws reducing
the number of required members of the Board of Directors
from four to three;
3. To ratify the selection by the Board of Directors of
BDO Seidman to serve as the Company's independent
certified public accountants for the fiscal year ending
December 31, 1997; and
4. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The close of business on May 30, 1997, has been fixed as the record date
for the annual meeting. All shareholders of record as of that date are entitled
to notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
C. Harril Whitehurst, Jr.
Secretary
May 30, 1997
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY. YOU MAY WITHDRAW THIS PROXY AT
ANY TIME BEFORE YOUR SHARES ARE ACTUALLY VOTED AND MAY VOTE YOUR OWN SHARES IF
YOU ATTEND THE MEETING IN PERSON.
<PAGE>
PRELIMINARY
FIRST CHESAPEAKE FINANCIAL CORPORATION
9100 Arboretum Parkway, Suite 160
Richmond, Virginia 23236
PROXY STATEMENT
TO BE MAILED ON OR ABOUT MAY 30, 1997
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1997
The enclosed proxy is solicited by and on behalf of the Board of
Directors of First Chesapeake Financial Corporation (the "Company") for use at
the Annual Meeting of Shareholders of the Company to be held June 30, 1997, or
any adjournments thereof, for the purposes set forth in this Proxy Statement and
the attached Notice of Annual Meeting of Shareholders. If sufficient proxies
are not returned in response to this solicitation, supplementary solicitations
may be made by mail or by telephone or personal interview by directors,
officers, and regular employees of the Company, none of whom will receive
additional compensation for these services. The Company reserves the right to
retain an outside proxy solicitation firm to assist in the solicitation of
proxies, but at this time does not have plans to do so. Costs of solicitation
of proxies will be borne by the Company, which will reimburse banks, brokerage
firms, and other custodians, nominees, and fiduciaries for reasonable
out-of-pocket expenses incurred by them in forwarding proxy materials to the
beneficial owners of stock held by them.
The stock represented by all properly executed proxies received by the
Secretary of the Company and not revoked will be voted for the election of all
the directors nominated, unless the shareholder directs otherwise in the proxy,
in which event such stock will be voted in accordance with such directions. Any
proxy may be revoked at any time before the shares to which it relates are voted
either by giving written notice (which may be in the form of a substitute proxy
delivered to the secretary of the meeting) or by attending the meeting and
voting in person.
A majority of the votes entitled to be cast on matters to be
considered at the meeting constitutes a quorum. If a share is represented for
any purpose at the meeting, it is deemed to be present for quorum purposes and
for all other matters as well. Abstentions and shares held of record by a
broker or its nominee ("Broker Shares") that are voted on any matter are
included in determining the number of votes present or represented at the
meeting. Broker Shares that are not voted on any matter at the meeting will not
be included in determining whether a quorum is present at such meeting.
<PAGE>
The election of each nominee for director requires the affirmative
vote of the holders of a plurality of the shares of common stock cast in the
election of directors at a meeting at which a quorum is present. Votes that are
withheld and Broker Shares that are not voted in the election of directors will
not be included in determining the number of votes cast and, therefore, will
have no effect on the election of directors. The affirmative vote of the
holders of a majority of the outstanding shares of the Company's common stock
shall be required for approval of the amendment of the Company's Bylaws. The
affirmative vote of the holders of a majority of the votes cast will be required
to act on ratification of the selection of BDO Seidman as the Company's
independent certified public accountants and on all other matters to come before
the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Record Date
The Board of Directors has fixed the close of business on May 30,
1997, as the record date for the determination of shareholders entitled to
notice of and to vote at the annual meeting and any adjournment thereof. As of
the close of business on the record date, 4,621,550 shares were outstanding and
entitled to vote at the annual meeting. All of such shares were of one class,
with equal voting rights, and each holder thereof is entitled to one vote on all
matters voted on at the Annual Meeting for each share registered under such
holder's name.
<PAGE>
Stock Ownership of Certain Beneficial Owners and Management
<TABLE>
The table below sets forth information regarding: beneficial ownership
of the Company's common stock as of May 30, 1997 by (a) each person known by the
Company to own beneficially more than 5 percent of such stock, (b) each director
or nominee of the Company, (c) each executive officer of the Company named in
the Summary Compensation Table individually and (d) all directors and executive
officers of the Company as a group. Unless otherwise indicated, the address for
each of the listed individuals is: First Chesapeake Financial Corporation, 9100
Arboretum Parkway, Suite 160, Richmond, Virginia 23236.
<CAPTION>
Percent
Name and Address of Amount and Nature of of
Beneficial Owner <F1> Beneficial Ownership Total <F2>
- -------------------- -------------------- ---------
<S> <C> <C>
Mark Mendelson 1,126,000 22.4%
Max E. Gray <F3> 1,025,000 21.8%
C. Harril Whitehurst, Jr. <F4> 575,000 12.2%
L. Anthony Bottoms, III 500,000 10.8%
John E. Dell <F5> 450,000 9.7%
Robert L. Suthard <F6> 50,000 1.1%
John D. Mazzuto <F6> 50,000 1.1%
Janet W. Stagg <F7> 10,000 <F8>
All Directors and Officers
as a group (six persons) 2,836,000 53.7%
<FN>
<F1>
Unless otherwise indicated, each person has sole voting and investment powers
with respect to the shares specified opposite his or her name.
<F2>
Does not include 2,500,000 shares of common stock issuable upon exercise of the
Class A and Class B Warrants included in the Units sold in the initial public
offering.
<F3>
Consists of 500,000 shares of common stock and 75,000 shares issuable upon the
exercise of stock options directly owned by Mr. Gray, and 450,000 shares of
common stock as to which Mr. Gray has voting power pursuant to a proxy granted
to Mr. Gray by John E. Dell.
<F4>
Includes 75,000 shares of common stock issuable upon the exercise of stock
options.
<F5>
All shares are subject to proxy granted to Mr. Gray.
<F6>
Includes 50,000 shares of common stock issuable upon the exercise of stock
options. Indicated individual resigned as a Director of the Company as of
December 31, 1996.
<F7>
Represents 10,000 shares of common stock issuable upon the exercise of stock
options.
<F8>
Less than 1% of the Company's outstanding common stock.
</FN>
</TABLE>
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of three directors.
The terms of the current Directors, Messrs. Mendelson, Gray, and Whitehurst will
expire at the time of the annual meeting of shareholders, and the Company
proposes the reelection of Messrs. Mendelson, Gray and Whitehurst.
Unless otherwise instructed on the proxy, the shares represented by
proxies will be voted for the election as directors of all of the nominees named
below. Each of the nominees has consented to being named as a nominee in the
Proxy Statement and has agreed that, if elected, he will serve on the Board of
Directors for a term which will run until the next annual meeting of
shareholders and until his successor has been elected. If any nominee becomes
unavailable for any reason, the shares represented by proxies may be voted for
a substitute nominee designated by the Board of Directors. The Company is not
aware of any family relationship among any of the directors, executive officers
or nominees to become directors or executive officers of the Company.
The names, positions, ages and backgrounds of nominees for director of
the Company are set forth below.
Name Age Position
- ---- --- --------
Max E. Gray 47 Chairman of the Board, President, and Chief
Executive Officer. Mr. Gray is also Chairman
of the Board of Directors of American Mortgage
Express, Inc. (ceased operations in January
1997) and First Chesapeake Funding Corporation,
subsidiaries of the Company. He served as an
Executive Vice President of Pioneer Federal
Savings Bank from January 1984 until May 1992.
Mr. Gray has been a director of the Company
since 1992.
C. Harril Whitehurst 46 Executive Vice President, Chief Financial
Officer, and Secretary. Mr. Whitehurst is also
an Executive Vice President, Secretary and
Director of American Mortgage Express, Inc.
(ceased operations in January 1997) and First
Chesapeake Funding Corporation, subsidiaries of
the Company. He was an audit partner with BDO
Seidman from 1984 until 1992. He has been a
director of the Company since 1992.
Mark Mendelson 40 Since 1984 Mr. Mendelson has served as Chairman
and Chief Executive Officer of Hampton Real
Estate Group, Inc., a diversified professional
real estate brokerage, development, and
management firm. Mr. Mendelson has been a
director of the Company since August 1996.
PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES NAMED ABOVE IN ALL EVENTS UNLESS OTHERWISE SPECIFIED IN THE
PROXY.
<PAGE>
PROPOSAL 2
AMENDMENT OF THE BYLAWS REDUCING THE NUMBER OF REQUIRED MEMBERS
OF THE BOARD OF DIRECTORS FROM FOUR TO THREE
Under the Company's current organizational documents, the Articles of
Incorporation require not less than three directors and the Bylaws require not
less than four. The proposed amendment to the Company's Bylaws would make its
requirement for the minimum number of directors consistent with the same
requirement in the Restated Articles of Incorporation. The proposed amendment
is set out in Annex 1 to this Proxy Statement. Other than with respect to the
amendment, the Restated Articles of Incorporation and Bylaws would remain
unchanged.
Vote Required
Approval of the change in the minimum number of directors required by
the Company's Bylaws (Proposal 2) will require the affirmative vote of the
holders of at least a majority of the outstanding shares of the Company's common
stock. The amendment has been unanimously approved by the Board of Directors
and, assuming requisite stockholder approval, will become effective upon the
affirmative vote of the holders of a majority of the Company's outstanding
shares.
In the event the proposal is not approved or a vacancy occurs on the
Board during the year, the remaining members of the Board of Directors may fill
such vacancy and the Director so elected shall serve until the next annual
shareholders' meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL TO AMEND THE
COMPANY'S BYLAWS. PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE
VOTED FOR THE PROPOSAL TO AMEND THE COMPANY'S BYLAWS UNLESS OTHERWISE SPECIFIED
IN THE PROXY.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held eight meetings during 1996. Other than
Mr. Mendelson who was not elected to the Board of Directors until August 1996,
each incumbent director standing for reelection attended all of such meetings of
the Board of Directors. In 1995, the Board of Directors created the Nominating
Committee, the members of which are Messrs. Gray and Whitehurst. The Board of
Directors has no other committees. The purpose of the Nominating Committee is
to recommend to the Board of Directors candidates for election to the Board.
The Nominating Committee met on April 30, 1997.
The Nominating Committee considers nominees for the Board recommended
by the Company's shareholders. A shareholder who is interested in nominating a
person to the Board should submit to the Secretary of the Company written notice
of his or her intent to make such nomination. Such notice must be given either
by personal delivery or by United States mail, postage prepaid, not later than
120 days in advance of the annual meeting, or with respect to a special meeting
of shareholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first given to
shareholders. Such notice should include biographical information about the
candidate and his or her qualifications for office.
<PAGE>
Section 16(a) Compliance
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission ("SEC") and the National Association of Security Dealers.
Officers, directors, and greater than ten percent (10%) beneficial owners are
required by SEC regulation to furnish the Company with copies of all Forms 3, 4,
and 5 they file.
Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all its officers, directors, and greater
than ten percent (10%) beneficial owners complied with all filing requirements
applicable to them with respect to transactions during the fiscal year ended
December 31, 1996, other than a late filing by Janet W. Stagg, a key employee.
Compensation of Directors
Directors who are not executive officers of the Company are entitled to
receive $300 per meeting of the Board of Directors or a committee thereof
attended by the Director. All directors are reimbursed for travel expenses
incurred as a result of service on the Board of Directors.
<PAGE>
Compensation of Executive Officers
<TABLE>
Summary Compensation Table
The following table sets forth, for the three year period ending
December 31, 1996, certain information as to the total remuneration paid to each
of the Company's executive officers whose total annual salary and bonus exceeded
$100,000 for services in all capacities:
<CAPTION>
All
Annual Compensation Other
Name and --------------------------------- Compen-
Principal Other sation
Position <F1> Year Salary Bonus <F2> <F3>
- ----------------- ---- -------- ------- ------ ------
<S> <C> <C> <C> <C> <C>
May E. Gray 1996 $100,000 $ -- $7,200 $9,799
President and CEO 1995 100,000 25,000 7,200 9,144
1994 100,000 -- 7,200 8,174
C. Harril Whitehurst, Jr. 1996 100,000 $ -- 7,200 9,500
Executive Vice 1995 100,000 25,000 7,200 8,898
President and CFO 1994 100,000 -- 7,200 8,039
<FN>
<F1>
No other executive officer had compensation whose salary and bonus exceeded
$100,000.
<F2>
Includes perquisites, including automobile insurance.
<F3>
Includes premiums paid for health, disability, and life (where the spouse is the
beneficiary) insurance.
</FN>
</TABLE>
Options/SAR Grants Table
The Company did not during the year ended December 31, 1996, award
individual grants of stock options or SARs to the executive officers named in
the Summary Compensation Table.
<PAGE>
Options/SAR Exercises and Year-End Value Table
In May, 1992, the Board of Directors adopted and the Company's
stockholders approved an Incentive Stock Option Plan (the "Plan"). The Plan
became effective June 1, 1992. Pursuant to the Plan, 500,000 shares of the
Company's common stock were made available for awards. Unless sooner terminated
by the Board of Directors, the Plan will terminate on June 1, 2002. No awards
may be made under the Plan after its termination. The Plan is intended to
provide a means to attract and retain experienced, knowledgeable, and qualified
personnel for positions of substantial responsibility with the Company and to
provide employees with additional incentive to promote the success of the
Company (references to the "Company" in this section will include any parent and
subsidiary corporations.)
The Plan allows for Incentive Stock Options within the meaning of
Section 422 of the Internal Revenue Code of 1986, and for Non-qualified Stock
Options not intended to qualify as Incentive Stock Options. Incentive Stock
Options may be granted only to employees of the Company. Non-qualified Stock
Options may be granted to employees as well as non-employee directors and
consultants to the Company. Exercise prices under the Plan must be at fair
market value per share at date of grant or, in the case of Incentive Stock
Options granted to employees who own more than 10% of the voting power of all
classes of stock of the Company, at 110% of the fair market value per share at
date of grant.
In May, 1996, Messrs. Gray and Whitehurst each surrendered options
entitling each of them to purchase 25,000 shares of the Company's common stock.
The Company granted John D. Mazzuto, a director of the Company at the time,
options entitling him to purchase 50,000 shares of the Company's common stock
at a purchase price of $0.25 per share.
<TABLE>
Option activity is summarized following:
<CAPTION>
December 31,
---------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Outstanding options at beginning of year 460,000 500,000 450,000
Options granted 50,000 210,000 50,000
Options cancelled (50,000) (250,000) -
------- ------- -------
Outstanding options at end of year 460,000 460,000 500,000
======= ======= =======
Exercise prices
Low $ .25 $ .25 $ 2.20
High 2.50 2.50 8.00
Latest expiration date May 1, July 24, May 3,
2001 2000 2000
No options have been exercised as of December 31, 1996 nor were any
individual grants of stock options made to any executive officers during the
fiscal year ended December 31, 1996.
</TABLE>
<PAGE>
<TABLE>
The following table presents information concerning each exercise of
stock options during the fiscal year ended December 31, 1996 by each of the
named executive officers and the value of unexercised options at December 31,
1996:
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of
Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options Options
Acquired at FY-End at FY-End
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- -------------------- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Max E. Gray 0 0 75,000 <F1>
C. Harril Whitehurst, Jr. 0 0 75,000 <F1>
Janet W. Stagg 0 0 10,000 <F1>
<FN>
<F1>
None of the options are in-the-money at December 31, 1996 as the exercise price
is equal to or higher than the closing price of the Company's common stock at
December 31, 1996 of $0.16 per share.
</FN>
</TABLE>
Long-Term Incentive Plan Awards In Last Fiscal Year
The Company does not sponsor any long-term incentive plan. Accordingly,
the Company did not grant (nor has it ever granted) any stock appreciation
rights or long-term incentives to any executive officers.
Employment Agreements
The Company has entered into employment agreements with two of its
executive officers. Each employment agreement could be terminated by the Board
of Directors or the executive officer at any time. If the employee is
terminated by the Board of Directors other than for cause (as defined in each
agreement), the executive officer would be entitled to a continuation of salary
and benefits that would otherwise be due him for a period of one (1) year
from the date of termination of employment. At December 31, 1996, the Company's
potential obligation under the contracts with the remaining two executives
aggregates approximately $219,000.
<PAGE>
In addition, pursuant to the employment agreements, the Company agreed
to grant Messrs. Gray and Whitehurst incentive stock options, effective June 1,
1992, entitling each of them to purchase 100,000 shares of the Company's common
stock at a purchase price of $2.20 per share. Messrs. Gray and Whitehurst each
surrendered in May, 1996 options entitling each of them to purchase 25,000
shares of the Company's common stock. The current base salary of each of
Messrs. Gray and Whitehurst under his respective employment agreement is
$100,000.
CERTAIN RELATED PARTY TRANSACTIONS
On March 9, 1994, John E. Dell, Wallace L. Timmeny, as Trustee, and the
Company entered into a Liquidating Trust Agreement (the "Trust Agreement")
pursuant to which Mr. Dell transferred 550,000 shares of the Company's common
stock and 300,000 warrants to purchase 300,000 shares of the Company's common
stock to the Trustee (the shares and warrants transferred to the Trustee shall
be collectively referred to as "Trust Securities"). The Trustee was obligated
to use his best efforts to sell the Trust Securities prior to the second
anniversary of the Trust Agreement. Mr. Dell continues to directly own 450,000
shares of the Company's common stock outside the Trust Agreement. In connection
with the establishment of the Trust Agreement, Mr. Dell granted an irrevocable
proxy to vote all of his shares and the Trust Securities to Max E. Gray, the
president and chief executive officer of the Company.
In December, 1994, the Trust Securities were sold by the Trustee to Mark
Mendelson, an individual unrelated to the Company as an officer or director.
Mr. Dell continues to own 450,000 shares of the Company's common stock and
Mr. Gray continues to have voting power over such stock.
All of the transactions described above give retroactive effect to the
1-for-2 reverse stock split that occurred in July, 1993.
There were no related party or interested party transactions involving
the Company for the year ending December 31, 1996. In May, 1996, Messrs. Gray
and Whitehurst each surrendered options entitling each of them to purchase
25,000 shares of the Company's common stock. The Company granted John D.
Mazzuto options entitling him to purchase 50,000 shares of the Company's common
stock at a purchase price of $0.25 per share.
<PAGE>
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman served during the Company's year ended December 31, 1996, as
its independent certified public accountants and has been selected by the Board
of Directors to serve as the Company's independent certified public accountants
for the current fiscal year. The Board requests the shareholders' ratification
of such selection. Representatives from BDO Seidman will be present at the
annual meeting of shareholders. Such representatives will have the opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions.
PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION SHALL BE VOTED FOR
RATIFICATION UNLESS OTHERWISE SPECIFIED IN THE PROXY.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the meeting. If any other matters are properly presented, however, or if any
question arises as to whether any matter has been properly presented and is a
proper subject for shareholder action, the persons named as proxies in the
accompanying proxy intend to vote the shares represented by such proxy in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
The shareholders may present proposals for consideration at the 1998
annual meeting of shareholders of the Company for the inclusion in its proxy
materials for such meeting. Any such proposal should be submitted in writing in
accordance with Securities and Exchange Commission rules to First Chesapeake
Financial Corporation, 9100 Arboretum Parkway, Suite 160, Richmond, Virginia
23236, Attention: C. Harril Whitehurst, Jr., Chief Financial Officer.
Shareholder proposals must be received by December 1, 1997, to be included in
the proxy materials for the 1998 annual meeting.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to shareholders of the Company for the year ended
December 31, 1996, including audited consolidated financial statements, has been
mailed to the shareholders concurrently herewith, but such report is not
incorporated in this Proxy Statement and is not deemed to be a part of the proxy
solicitation material.
<PAGE>
FURTHER INFORMATION
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON FROM WHOM A PROXY IS
SOLICITED BY THE BOARD OF DIRECTORS, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF
1934 FOR THE COMPANY'S YEAR ENDED DECEMBER 31, 1996. SUCH WRITTEN REQUEST
SHOULD BE SENT TO FIRST CHESAPEAKE FINANCIAL CORPORATION, 9100 ARBORETUM
PARKWAY, SUITE 160, RICHMOND, VIRGINIA 23236, ATTENTION: C. HARRIL
WHITEHURST, JR., CHIEF FINANCIAL OFFICER.
By Order of the Board of Directors
C. Harril Whitehurst, Jr.
Secretary
May 30, 1997
<PAGE>
ANNEX 1
Section 2.2 of the Bylaws is deleted in its entirety and replaced with
the following:
The number of Directors constituting the Board of
Directors shall be not less than three nor greater
than seven, as determined by the Articles of
Incorporation.
<PAGE>
FIRST CHESAPEAKE FINANCIAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 30, 1997
The undersigned, having received the Annual Report to the Shareholders
and the accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement, dated May 30, 1997, hereby appoints Max E. Gray and C. Harril
Whitehurst, Jr., or either of them, proxies, with full power of substitution,
and hereby authorizes them to represent and vote the shares of Common Stock of
First Chesapeake Financial Corporation (the "Company") which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders of the Company to be held on Monday, June 30 1997, at 10:00 a.m.,
local time, and any adjournment thereof, and especially to vote as set forth
below:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below for the terms to vote for all
set forth in the Proxy nominees listed
Statement below
Mark Menderson, Max E. Gray, and C. Harril Whitehurst, Jr.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW:
________________________________________________________________
2. AMENDMENT OF BYLAWS
Approval of the amendment of the Company's Bylaws reducing the
number of required members of the Board of Directors from four
to three.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ratification of the selection by the Board of Directors of BDO
Seidman to serve as the Company's independent certified public
accountants for the fiscal year ending December 31, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. IN THEIR DISCRETION, the proxies are authorized to vote upon
such other business as may properly come before the meeting and
any adjournments thereof.
<PAGE>
If you specify a choice as to the action to be taken, this proxy will be
voted in accordance with such choice. If you do not specify a choice, it will
be voted FOR the named nominees in the Proxy Statement, FOR the amendment of the
Company's Bylaws, FOR ratification of BDO Seidman as the Company's independent
cerified public accountants for the fiscal year ending December 31, 1997 and in
the discretion of the proxies for any other matter that is presented.
Any proxy or proxies previously given for the meeting are revoked.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
When shares are held by joint tenants, both should sign. When signing
as attorney, 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: ______________________, 1997
________________________________________
(signature)
________________________________________
(signature if held jointly)
Please sign exactly as the name appears
hereon.
I plan to attend the meeting. [ ]
