SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K 12(g)(3)
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): March 7, 1994
C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia ___________ 54-1680165
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
Eighth and Main Streets, West Point, Virginia 23181
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 843-2364
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On March 7, 1994, the Registrant filed a Form 8-K Current Report with
the Securities and Exchange Commission to report the consummation of the
one-bank holding company formation pursuant to the terms and conditions of the
Agreement and Plan of Reorganization (the "Agreement"), dated as of September
21, 1993. This filing was made in compliance with the Rule 12(g)-3 of the
Securities Exchange Act of 1934, with the Registrant becoming the successor
issuer to Citizens and Farmers Bank ("Bank"), which was previously registered
under the 1934 Act with the Federal Deposit Insurance Corporation (FDIC). Since
the Bank was registered with the FDIC, it did not have a 1934 Act Registration
file number. However, the Commission did not assign an Exchange Act file number
when the Registrant filed the previously referenced Form 8-K.
This Current Report is being filed in order to generate an Exchange Act
file number for the Registrant's use in making an application to the National
Association of Securities Dealers Automated Quotation system.
The Registrant filed with the Securities and Exchange Commission under
the Securities Act of 1933 a Registration Statement on Form S-4 No. 33-70184
covering the 2,226,394 shares of its common stock issued to the shareholders of
the Bank in connection with this transaction. The Registrant has not incurred
any debt in connection with this transaction. The Registrant acquired all of the
outstanding shares of the Bank on March 7, 1994. This transaction involved the
merger of the Bank into an interim bank organized solely to effect the
reorganization of the Bank into a one-bank holding company structure. Pursuant
to the Agreement, each outstanding share of common stock of the Bank was
converted, in a tax-free transaction, into two shares of common stock of the
Registrant. Accordingly, there has been no change in control of the Registrant
or the Bank.
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
Date: November 25, 1997 By: /s/ Tom Cherry
------------------------------------------
Tom Cherry
Vice President and Chief Accounting Officer
