UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
Final Amendment
to
Schedule
13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934)
C&F FINANCIAL CORPORATION
(Name of Issuer and Person Filing Statement)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
12466Q-10-4
(CUSIP Number of Class of Securities)
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Larry G. Dillon With Copies to:
President Hugh B. Wellons
C&F Financial Corporation Mays & Valentine, L.L.P.
Eighth and Main Streets P. O. Box 1122
West Point, VA 23181 Richmond, VA 23218-1122
(804) 843-2360
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing the Statement)
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March 3, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
This Final Amendment amends and supplements the Issuer Tender Offer Statement on
Schedule 13E-4 (the "Statement"), dated March 3, 1997 filed by C&F Financial
Corporation, a Virginia corporation (the "Company"), relating to the Company's
offer to purchase up to 210,000 shares of its common stock, $1.00 par value (the
"Shares"), at a price, net to the seller in cash, of $21.00 per share, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
March 3, 1997 (the "Offer to Purchase") and the related Letter of Transmittal,
which together constitute the Offer. Copies of the Offer to Purchase and Letter
of Transmittal are filed as Exhibits (a)(1) and (a)(2), respectively, to the
Statement.
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Item 1. Security and Issuer.
The Offer commenced on March 3, 1997, and expired at 5:00 P.M., Eastern Standard
Time, on Friday, March 28, 1997. A total of 204,683 Shares have been accepted at
a purchase price of $21.00 per share. There was no proration.
On April 1, 1997, the Company issued a press release and filed a Form 8-K with
the Securities and Exchange Commission announcing the preliminary results of the
Offer, copies of which are filed as Exhibits (a)(7) and (a)(8), respectively,
and are incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to add the following Exhibits:
99.(a)(7) Press Release dated April 1, 1997.
99.(a)(8) Form 8-K dated April 1, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 9, 1997
C&F FINANCIAL CORPORATION
By: /s/ Larry G. Dillon
--------------------------------
Larry G. Dillon, President and
Chief Executive Officer
Exhibit 99.(a)(7)
For Immediate Release
C&F FINANCIAL CORPORATION
Tuesday, April 1, 1997
Contact: Brad Schwartz or Tom Cherry
(804) 843-2360
C&F Financial Announces Successful Stock Repurchase
[West Point] -- On March 3, 1997, C&F Financial Corporation, the one-bank
holding company for Citizens and Farmers Bank of West Point, announced it was
seeking to purchase up to 210,000 shares of the Company's common stock, which
represents 10% of its outstanding common stock, at a price of $21.00 per share.
This offer expired Friday, March 28, 1997. The Company's stock repurchase was a
success. Subject to confirmation on certain receipts, approximately 205,000
shares were tendered by approximately 55 shareholders. President and CEO of C&F,
Larry G. Dillon, stated, "We anticipate that this successful tender will
increase future shareholder value without having impaired the Company's strong
capital position." The effect of this tender on the Company's December 31, 1996
capital would have resulted in risked-based capital, leverage and tier-one
capital ratios of approximately 19.0%, 10.4% and 17.8%, respectively, which are
well above the minimum required to be considered "well capitalized" of 10.0%,
4.0% and 6.0%, respectively.
Citizens and Farmers Bank and its subsidiary C&F Mortgage Corporation have
sixteen offices throughout Virginia and Maryland. C&F Financial Corporation's
stock is traded locally by several Richmond brokerage firms.
P R E S S R E L E A S E
Exhibit 99.(a)(8)
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)
April 1, 1997
C&F FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Chapter)
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Virginia 33-70184 54-1680165
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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Eighth and Main Streets
P.O. Box 391
West Point, Virginia 23181
(Address of principal executive offices)
(Registrant's telephone number,
including area code):(804-843-2360)
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(Former name or former address, if changed since last report)
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Item 5. Other Events
(a) As stated in the attached press release, C&F Financial Corporation's offer
dated March 3, 1997 to repurchase up to 210,000 shares of common stock at a
price of $21.00 per share expired Friday, March 28, 1997. Subject to
confirmation on certain receipts, approximately 205,000 shares were tendered by
approximately 55 shareholders.
SIGNATURES
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.
C&F FINANCIAL CORPORATION,
REGISTRANT
Date: April 1, 1997 By:/s/ Larry G. Dillon
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Larry G. Dillon
President & Chief Executive Officer
