UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
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)
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)
March 3, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$ 4,410,000 $ 882
* For purposes of calculating fee only. Assumes the purchases of 210,000
shares at $21.00 per share.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: Not applicable Form or Registration No.: Not applicable
Filing Party: Not applicable Date Filed: Not applicable
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is C&F Financial Corporation, a Virginia
corporation (the "Company"), and the address of its principal executive
offices is Eighth and Main Street, West Point, Virginia 23181.
(b) This Schedule relates to the offer by the Company to purchase up to
210,000 shares (or such lesser number of shares as are properly
tendered) of its Common Stock, $1.00 par value, (the "Shares"), at a
price of $21.00 per Share, net to the seller in cash, all 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 which are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. The
information set forth on the cover page and under "Price Range of Common
Stock; Dividends" and "Certain Information About the Company; General
Information" in the Offer to Purchase is incorporated herein by
reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth under "Source and Amount of Funds" in the Offer to
Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
(a) through (j). The information set forth on the cover page and under "Number
Of Shares; Proration; Extension of The Offer," "Background and Purpose of the
Offer" and "Certain Information About the Company; General Information" in the
Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Transactions and Arrangements Concerning the
Common Stock" of the Offer to Purchase is incorporated herein by reference
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in "Background and Purpose of the Offer" and
"Transactions and Arrangements Concerning the Common Stock" in the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Fees and Expenses" in the Offer to Purchase is
incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) and (b). The information set forth in "Certain Information About the
Company; General Information," "Historical Financial Information" and "Certain
Pro Forma Financial Information" in the Offer to Purchase is incorporated herein
by reference. In addition, the Company's Form 10-KSB for the year ended December
31, 1996, filed with the Commission on February 28, 1997, is incorporated herein
by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) The information set forth in "Government Regulation" and "Miscellaneous" in
the Offer to Purchase is incorporated herein by reference.
<PAGE>
(c) The information set forth in "Effects of the Offer" in the Offer to Purchase
is incorporated herein by reference.
(d) None.
(e) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, is incorporated herein by reference
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated March 3, 1997.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated March 3, 1997.
(a)(5) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees dated March 3, 1997
(a)(6) Form of Letter to Stockholders from the President.
(a)(7) Form of press release issued by the Company dated March 3, 1997.
(b) Letter from Federal Home Loan Bank regarding Credit Availability for
Citizens and Farmers Bank dated June 2, 1995 and related release forms.
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Independent Auditor's Consent dated February 26, 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: March 3, 1997
C&F FINANCIAL CORPORATION
By: /s/ Larry G. Dillon
---------------
Larry G. Dillon, President and
Chief Executive Officer
C&F FINANCIAL CORPORATION
OFFER TO PURCHASE FOR CASH UP TO 210,000 SHARES
OF ITS COMMON STOCK
AT $21.00 NET PER SHARE
THE OFFER PERIOD WILL EXPIRE ON FRIDAY, MARCH 28, 1997,
AT 5:00 P.M., EASTERN STANDARD TIME, UNLESS THE OFFER IS EXTENDED
--------------------------------------------------
TO THE HOLDERS OF SHARES OF COMMON STOCK OF C&F FINANCIAL CORPORATION:
C&F Financial Corporation, a Virginia corporation (the "Company"),
hereby offers to purchase up to 210,000 shares (the "Shares"), of its Common
Stock, $1.00 par value per share (the "Common Stock"), at $21.00 net per share
to the seller in cash, upon the terms and conditions set forth herein and in the
attached Letter of Transmittal (which together constitute the "Offer").
Tendering shareholders will not be obligated to pay brokerage commissions,
solicitation fees, or, subject to the Letter of Transmittal, stock transfer
taxes on the purchase of Shares by the Company. However, any tendering
shareholder or other payee who fails to complete fully and sign the box
captioned "Substitute Form W-9" included in the Letter of Transmittal may be
subject to a required tax withholding of 31% of the gross proceeds paid to the
shareholder or other payee pursuant to the Offer. The Company will pay all
charges and expenses of Citizens & Farmers Bank (the "Depository") incurred in
connection with the Offer. Certificates being tendered may indicate the issuer
as being either "C&F Financial Corporation" or "Citizens and Farmers Bank." Both
forms of certificates represent ownership in C&F Financial Corporation and
therefore both are included in this Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER
OF SHARES BEING TENDERED.
THE OFFER IS SUBJECT TO OTHER CONDITIONS.
SEE "CERTAIN CONDITIONS OF THE OFFER" HEREIN.
Tenders pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (including any extensions); and if not yet accepted for
payment, after the expiration of 40 business days from the commencement of the
Offer (that is, any time after April 25, 1997), until accepted for payment.
The Company's Common Stock is not listed for quotation on any
national exchange and has relatively low trading volume. Accordingly, any recent
trading information may or may not be an accurate indication of the Stock's
value if traded more frequently. To the best of the Company's knowledge, the
most recent trade for the Company's Common Stock was for 300 Shares at $17.75
per share on February 25, 1997.
At a meeting of the Board of Directors of the Company held on
February 18, 1997, the Board of Directors declared a regular, quarterly cash
dividend of $0.16 per share on the Common Stock payable on April 1, 1997 to
shareholders of record on February 18, 1997. Even though the dividend payment
date will be April 1, 1997, after the Expiration Date (as defined herein),
holders of record on February 18, 1997 will be entitled to receive such dividend
regardless of whether they tender their Shares pursuant to the Offer.
THE DATE OF THIS OFFER TO PURCHASE IS MARCH 3, 1997.
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE
OFFER. SHAREHOLDERS, HOWEVER, MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NEITHER THE COMPANY NOR ITS BOARD
OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER WITH RESPECT TO THE
OFFER, AND NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO MAKE ANY SUCH
RECOMMENDATIONS. SHAREHOLDERS SHOULD EVALUATE CAREFULLY ALL OF THE INFORMATION
CONTAINED OR REFERRED TO HEREIN AND MAKE THEIR OWN DECISION AS TO WHETHER OR NOT
TO TENDER SHARES PURSUANT TO THE OFFER. SHAREHOLDERS ARE URGED TO CONSULT A TAX
ADVISOR CONCERNING ANY FEDERAL, STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES OF A
SALE OF STOCK PURSUANT TO THE OFFER.
IMPORTANT
Any shareholder desiring to tender all or any portion of their
Shares should either (i) complete and sign the Letter of Transmittal or a
facsimile thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it with any required signature guarantee and any
other required documents to the Depository, and either mail or deliver the stock
certificates for such Shares to the Depository (with all such other documents)
or (ii) request a broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for the shareholder. A shareholder having
Shares registered in the name of broker, dealer, commercial bank, trust company
or other nominee must contact that broker, dealer, commercial bank, trust
company or nominee if such shareholder desires to tender such Shares.
Shareholders who desire to tender Shares and whose certificates for such are not
immediately available or whose other required documentation cannot be delivered
to the Depository by the expiration of the Offer should tender such Shares by
following the procedures for guaranteed delivery set forth under "Procedure for
Tendering Shares" herein. TO EFFECT A VALID TENDER OF SHARES, SHAREHOLDERS MUST
VALIDLY COMPLETE THE LETTER OF TRANSMITTAL.
Questions and requests for assistance or requests for additional
copies of this Offer and the Letter of Transmittal, may be directed to Thomas F.
Cherry, Vice President and Chief Accounting Officer, or Brad E. Schwartz, Vice
President and Chief Information Officer, Citizens & Farmers Bank, P.O. Box 391,
621 Main Street, West Point, Virginia 23181, (804) 843-2360.
<PAGE>
SUMMARY
This general summary is provided solely for the convenience of the
Company's shareholders and is qualified in its entirety by reference to the full
text and more specific details in this Offer to Purchase.
<TABLE>
<S> <C>
Purchase Price................................ $21.00 per share
Number of Shares to be Purchased.............. 210,000 Shares (or such number as are validly tendered or such
additional shares accepted pursuant hereto).
How to Tender Shares.......................... See "Procedure for Tendering Shares" herein.
Brokerage Commissions......................... None.
Stock Transfer Tax............................ None, if payment is made as instructed to avoid such tax.
Expiration and Proration Dates................ Friday, March 28, 1997, 5:00 p.m. Eastern Standard Time, unless
extended to such later date at the Company's discretion.
Payment Date.................................. As soon as practicable after Expiration Date and acceptance of
Shares tendered pursuant to this Offer by the Company.
Position of the Company and its Directors..... Neither the Company, nor any Director makes any recommendation as
to whether a shareholder should tender Shares pursuant to this
Offer.
Withdrawal Rights............................. Shares tendered pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date and, if not yet accepted for
payment, after the expiration of 40 business days from the
commencement of the Offer, unless accepted for payment.
</TABLE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION
ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN
FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER OR
IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATION, IF GIVEN OR MADE AS HAVING BEEN AUTHORIZED BY THE
COMPANY.
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
1. Number Of Shares; Proration; Extension Of The Offer......... 5
2. Background and Purpose of the Offer......................... 6
3. Tenders by Holders of Fewer than 100 Shares................. 7
4. Procedure for Tendering Shares.............................. 7
5. Withdrawal Rights........................................... 9
6. Purchase of Shares and Payment of Purchase Price............ 10
7. Conditional Tender of Shares................................ 10
8. Certain Conditions of the Offer............................. 11
9. Price Range of Common Stock; Dividends...................... 12
10. Effects of the Offer........................................ 13
11. Source and Amount of Funds.................................. 14
12. Certain Information About the Company; General Information.. 14
13. Historical Financial Information............................ 15
14. Certain Pro Forma Financial Information..................... 16
15. Transactions and Arrangements Concerning the Common Stock... 19
16. Federal Income Tax Consequences............................. 20
17. Government Regulation....................................... 23
18. Extension of the Offer Period; Termination; Amendments...... 23
19. Fees and Expenses........................................... 24
20. Miscellaneous............................................... 24
<PAGE>
THE OFFER
1. NUMBER OF SHARES; PRORATION; EXTENSION OF THE OFFER
Upon the terms and subject to the conditions and qualifications of
the Offer, the Company will purchase up to 210,000 Shares of its Common Stock
which are duly tendered prior to 5:00 p.m., Eastern Standard Time, on Monday,
March 28, 1997 (the "Expiration Date"). The Company reserves the right, at any
time and from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depository, in
which event the "Expiration Date" shall be the latest time and date on which the
offer, as so extended, shall expire. See "Extension of the Offer Period;
Termination; Amendments" for description of the Company's right to extend the
time during which the Offer is open.
Subject to the conditions of the Offer, if 210,000 or fewer Shares
of Common Stock are duly tendered prior to the Expiration Date, the Company will
purchase all Shares so tendered, except as provided below. The Offer is not
conditioned on any minimum number of Shares being tendered. In the event of an
oversubscription of the Offer, Shares tendered shall be purchased on a pro-rata
basis, disregarding fractions, according to the number of Shares tendered by
each shareholder prior to the Expiration Date of the Offer, provided, however,
that:
(a) All Shares tendered prior to the Expiration Date by
any shareholder who owned beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and who tenders all of such
Shares (partial tenders will not qualify for this preference) and
completes the box captioned "Odd Lots" in the Letter of Transmittal
shall be purchased in full, prior to the proration of Shares
tendered by any other shareholder;
(b) The Company reserves the right to purchase, prior to
purchasing any Shares to be purchased on pro-rata basis, all Shares
tendered by any shareholder who has tendered all Shares beneficially
owned by him or her and, as a result of the contemplated pro-rating
would then own an aggregate of fewer than 100 Shares;
(c) The Company reserves the right, in its sole
discretion, to elect to purchase any and all of the excess Shares
tendered; and so long as the excess number accepted by the Company
does not exceed two percent (2%) of the issued and outstanding
Common Shares, no extension of the Offer period and no further
notice to the shareholders will be required or given. If the Company
elects to purchase excess tendered Shares, but less than all of the
tendered Shares, then the Shares tendered shall be purchased on a
pro-rata basis, as described above (subject to the exceptions noted
in paragraphs (a) and (b), above).
If (i) the Company increases or decreases the price to be paid for
the Shares, increases the number of Shares being sought by greater than two
percent (2%) of the outstanding Common Shares of the Company, decreases the
Shares being sought, or incurs dealers/managers soliciting fees, and (ii) the
Offer is scheduled to expire less than ten business days from and including the
date that notice of such increase or decrease is first published, sent or given
in the manner specified in "Extension of the Offer Period; Termination;
Amendments," herein, the Offer will be extended to the expiration of such period
of ten business days from and including the date of such notice. For purposes of
the Offer, a "business day" means any day other than a Saturday, Sunday or
federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, Eastern Time.
<PAGE>
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE "CONDITIONS TO THE
OFFER".
As of December 31, 1996, the Company had issued and outstanding
2,113,041 Shares of Common Stock and there were 74,050 Shares usable upon the
exercise of outstanding stock options ("Options") under the Company's 1994
Incentive Stock Plan ("Stock Plan"). The 210,000 Shares that the Company is
offering to purchase represent approximately 10% of the outstanding Shares
(approximately 9% assuming exercise of all outstanding Options). As of such
date, there were approximately 1,094 holders of record of Common Stock. Fewer
than 305 shareholders held fewer than 100 Shares of Common Stock on December 31,
1996. Because some Shares are held in the names of brokers and nominees, the
Company is unable to determine the total number of beneficial holders of fewer
than 100 Shares or the aggregate number of Shares they own.
The Company's Stock Plan makes available to key employees Common
Stock in the form of Options. Holders of Options under the Stock Plan may
participate in the Offer.
This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares as of March 3, 1997 and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees
appear on the Company's shareholder list.
2. BACKGROUND AND PURPOSE OF THE OFFER
During October 1996, the Company acquired from three large
shareholders 119,803 shares of Common Stock, representing 5.4% of the total
stock outstanding, for $17.75 per share in three privately negotiated
transactions. The Board of Directors relied on the advice of Alex Sheshunoff &
Co., an investment advisory firm specializing in financial institutions (the
"Advisor"), regarding the immediate opportunity to repurchase those shares of
Common Stock.
At the time, the Common Stock was trading on an infrequent basis at
between $18.50 and $19.00 per share. After an initial review, the Advisor
recommended that the Company repurchase up to 200,000 shares of common stock
outstanding immediately from the large shareholders, at a price below market
levels, which took into account the likely discount for large lots.
After the repurchase, the Advisor completed a detailed due diligence
review of the Company's financial position and the relevant markets. After
completing its due diligence, the Advisor proposed a number of suggestions to
the Board, but the strategic capital plan was not yet completed. The Advisor did
recommend an immediate additional stock repurchase of the outstanding Common
Stock at a premium to the current market price. The Advisor stated that, due to
the loyalty of the Company's shareholders, a premium over the trading price
would be necessary to accomplish the repurchase. This Offer falls within the
recommended ranges for volume and stock price provided by the Advisor. Although
the Advisor has not yet completed its analysis and recommendation for the
Company's capital plan, and the Board is still working with the Advisor to
complete that capital plan, the Advisor and the Board believed that the stock
repurchase should proceed as soon as possible. Accordingly, in a meeting held on
February 18, 1997, all Company Directors in attendance approved the Offer as
presented.
<PAGE>
The Offer is designed to reposition the Company's balance sheet to
increase return on equity and earnings per share by re-deploying a portion of
the Company's equity capital to pay for the Shares purchased in the Offer.
Following completion of the Offer, the Company and its wholly-owned subsidiary,
Citizens and Farmers Bank (the "Bank"), will continue to have strong capital
positions and to qualify as "well-capitalized" institutions as defined by the
Federal Reserve Board and the Federal Deposit Insurance Corporation. On a pro
forma basis as of December 31, 1996, giving effect to the Offer at the purchase
price of $21.00 per share and assuming acceptance of the maximum number of
Shares in the Offer, the Company would have had a Tier I ratio of 17.8%, a total
risk-based capital ratio of approximately 19% and a leverage ratio of
approximately 10.4%, all well in excess of the minimum requirement for a
"well-capitalized" institution.
THE BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER THE
COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS, AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES, AND, IF SO, HOW MANY SHARES TO TENDER.
3. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
All Shares tendered for purchase by persons who beneficially held
fewer than 100 Shares of Common Stock on the Expiration Date, and who properly
tender all of their Shares prior to the Expiration Date, will be accepted before
proration, if any, of the purchase of other tendered Shares. Partial tenders
will not qualify for this preference, and it is not available to the holders who
beneficially own 100 or more Shares on the Expiration Date, even though such
holder has separate stock certificates for fewer than 100 Shares. Any
shareholder owning fewer than 100 Shares and who wishes to tender all such
Shares must complete the box captioned "Odd Lots" in the Letter to Transmittal.
As also indicated under "Number of Shares; Proration; Extension of the Offer,"
the Company has reserved the right, but will not be obligated, to purchase all
Shares properly tendered by any shareholder who has tendered all Shares
beneficially owned by him or her and as a result of proration would then own an
aggregate of fewer than 100 Shares.
4. PROCEDURE FOR TENDERING SHARES
For a shareholder to tender Shares pursuant to the Offer,
certificates for such Shares, together with a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal, must be received prior to the Expiration Date by the Depository at
the appropriate address set forth in the Letter of Transmittal, except as
otherwise provided in this section. Certificates being tendered may indicate the
issuer as being either "C&F Financial Corporation" or "Citizens and Farmers
Bank." Both forms of certificates represent ownership in C&F Financial
Corporation and therefore both are included in this Offer. DEPOSIT OF THESE
MATERIALS IN THE MAIL ON THE EXPIRATION DATE DOES NOT CONSTITUTE A TIMELY
TENDER.
No signature guarantee is required unless Special Payment
Instructions or Special Delivery Instructions are given on the Letter of
Transmittal.
<PAGE>
If a shareholder wishes to tender Shares pursuant to the Offer and
such shareholder's certificates are not immediately available or time will not
permit the Letter of Transmittal and other required documents to reach the
Depository by the Expiration Date, such Shares still may be tendered, provided
that all of the following conditions are satisfied:
(a) Such tenders are made by or through a member of
a registered national securities exchange, a
member of the National Association of
Securities Dealers ("NASD") or a commercial
bank or trust company with membership in an
approved signature guarantee medallion program
pursuant to Rule 17Ab-15 of the Exchange Act
(an "Eligible Institution");
(b) The Depository receives (by hand, mail,
telegram, or acceptable facsimile
transmission), prior to the Expiration Date, a
properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form
the Company has provided with this Offer to
Purchaser and includes a guarantee by an
Eligible Institution in the form set forth in
such Notice; and
(c) The certificates for all tendered Shares of
Common Stock, together with a properly
completed and duly executed Letter of
Transmittal and any other documents required by
the Letter of Transmittal are received by the
Depository within five business days after
receipt by the Depository of such Notice of
Guaranteed Delivery.
Payments for Shares of Common Stock tendered and purchased will be
made only after receipt by the Depository of the certificate(s) therefor, a
properly completed and duly executed Letter of Transmittal, and any other
documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE
CERTIFICATES, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF
DELIVERY IS BY MAIL, INSURED REGISTERED MAIL -- RETURN RECEIPT REQUESTED SHOULD
BE CONSIDERED, AND ENOUGH TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
All questions as to the validity, form, eligibility (including time
of receipt) and acceptance of any tender of Shares will be determined by the
Company in its sole discretion, and its determination shall be final and
binding. The Company reserves the right to reject any or all tenders determined
by it not to be in appropriate form or which would, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer or any defect or irregularity in any
tender with respect to any particular Shares of Common Stock or any particular
shareholder, and the Company's interpretations of the terms and conditions of
the Offer will be final and binding. Tenders will not be deemed to have been
made until any defects and any irregularities have been cured or waived. Neither
the Company, nor the Depository nor any other person shall be obligated to give
any such notice nor incur any liability for failure to give any such notice. A
tender of Shares of Common Stock made pursuant to any one of the procedures set
forth above will constitute an agreement between the tendering shareholder and
the Company in accordance with the terms and subject to the conditions of this
Offer.
If any tendered Shares are not purchased, or if less than all Shares
evidenced by a shareholder's certificate are tendered, certificates for
unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer.
<PAGE>
A tender of Shares pursuant to any of the procedures described above
will constitute the tendering shareholder's acceptance of the terms and
conditions of the Offer, as well as the tendering shareholder's representation
and warranty to the Company that (a) such shareholder has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 promulgated by the
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and (b) the tender of such Shares complies with Rule 14e-4. It is a
violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares
for his own account unless, at the time of tender and at the end of the
proration period, the person so tendering (i) has a net long position equal to
or greater than the amount of the shares tendered or other securities
convertible into or exchangeable or exercisable for the Shares tendered and will
acquire such Shares for Tender by conversion, exchange or exercise and (ii) will
cause such Shares to be delivered in accordance with the terms of the Offer.
Rule 14e-4 provides a similar restriction applicable to the tender or guarantee
of a tender on behalf of another person. The Company's acceptance for payment of
Shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering shareholder and the Company upon the terms and subject to
the conditions of the Offer.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER
OF TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL,
MUST BE DELIVERED TO CITIZENS & FARMERS BANK, STOCKHOLDER RELATIONS, P.O. BOX
391, 621 MAIN STREET, WEST POINT, VIRGINIA 23181.
5. WITHDRAWAL RIGHTS
Tenders made pursuant to the Offer are revocable and may be
withdrawn (a) at any time prior to the Expiration Date (including any extension
of the Offer), and (b) if not yet accepted for payment, after the expiration of
40 business days from the commencement of the Offer (that is, any time after
April 25, 1997), until the tender is accepted for payment. This is in accordance
with applicable regulations of the Securities and Exchange Commission (the
"Commission").
To be effective, a notice of withdrawal in written, telegraphic or
facsimile form must be received in a timely manner by the Depository at the
appropriate address set forth in the Letter of Transmittal. Any notice of
withdrawal must specify the name of the person having tendered the Shares to be
withdrawn, the number of Shares tendered, the number of Shares to be withdrawn,
and, if certificates representing such Shares have been delivered to the
Depository, the name of the registered holder(s) of such Shares, as set forth in
such certificates. If the certificates have been delivered to the Depository,
the tendering shareholder must also submit the serial numbers of the particular
certificates for the Shares to be withdrawn and the signature on such
shareholder's notice of withdrawal must be guaranteed by an Eligible
Institution, as defined previously.
All questions as to the form and validity (including the time of
receipt) of notices of withdrawal will be determined by the Company in its sole
discretion, and its determination shall be final and binding on all parties.
Neither the Company nor the Depository or any other person is or will be
obligated to give notice of any defects or irregularities in any notice of
withdrawal, and none of them will incur any liability for failure to give any
such notice. Withdrawals may not be rescinded, and Shares properly withdrawn
shall not be deemed to be duly tendered for purposes of the Offer. Withdrawn
Shares, however, may be re-tendered before the Expiration Date by again
following the procedures described under "Procedure for Tendering Shares."
<PAGE>
6. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE
The Company shall be deemed to have purchased Shares of Common Stock
pursuant to the Offer when, as and if it gives oral or written notice to the
Depository of its acceptance for payment of such Shares, which notice, subject
to the provisions of the Offer, may be given at any time after the Expiration
Date of the Offer. Payment for all Shares properly tendered prior to the
Expiration Date and purchased pursuant to the Offer will be made by the
Depository by check as promptly as practicable after the Expiration Date.
However, in the event of proration, the Company does not expect to be able to
determine the final proration factor and pay for tendered Shares until
approximately ten business days after the Expiration Date. Certificates for all
tendered Shares not purchased (see "Number of Shares; Proration; Extension of
the Offer") will be returned as soon as practicable after the Expiration Date or
termination of the Offer, without expense to the tendering shareholder.
The Company will pay all stock transfer taxes, if any, payable on
the transfer to it of Shares purchased pursuant to the Offer. However, if
payment of the purchase price is to be made to, or in circumstances permitted by
the Offer, if purchased Shares are to be registered in the name of any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered holder
or such other person) payable on account of the transfer to such person will be
deducted from the purchase price, unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.
The Depository will act as agent for tendering shareholders for the
purpose of receiving payment from the Company and transmitting payment to
tendering shareholders. The Company will not pay interest on the purchase price.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY
AND SIGN THE BOX CAPTIONED "SUBSTITUTE FORM W-9" IN THE LETTER OF TRANSMITTAL
MAY BE SUBJECT TO REQUIRED BACK-UP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE
GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER.
SEE SECTION 16 HEREIN.
7. CONDITIONAL TENDER OF SHARES
Under certain circumstances and subject to the exceptions set forth
under "Number of Shares; Proration; . . ." above, the Company may prorate the
number of Shares of Common Stock purchased pursuant to the Offer. As discussed
under "Federal Income Tax Consequences," the number of Shares purchased from a
particular shareholder might affect the tax consequences to such shareholder of
such purchase and such shareholder's decision whether to tender. Accordingly, a
shareholder may tender Shares subject to the condition that a specified minimum
number must be purchased, if any are purchased. Any shareholder desiring to make
such a conditional tender should so indicate in the box captioned "Conditional
Tender" on the Letter of Transmittal. It is the tendering shareholder's
responsibility to calculate such minimum number of Shares. If the effect of
accepting tenders on a pro-rata basis is to reduce the number of Shares to be
purchased from any shareholder below the minimum number so specified, such
tender will automatically be regarded as withdrawn, except as provided in the
next paragraph, and all Shares tendered by such shareholder will be returned as
soon as practicable thereafter.
<PAGE>
If so many conditional tenders are withdrawn that the total number
of Shares to be purchased falls below 210,000 Shares, then to the extent
feasible the Company will select enough of such conditional tenders, which would
otherwise have been withdrawn, to purchase such desired number of Shares. In
selecting among such conditional tenders, the Company will select by lot and
will limit its purchase in each case to the designated minimum number of Shares
to be purchased.
8. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any term of the Offer, the Company may, at its
option, withdraw the Offer and shall not be required to accept for payment or
purchase or pay for any Shares of Common Stock tendered, if before termination
of the Offer, any event shall have occurred that has been determined by the
Company, in the Company's sole judgment in any such case, and regardless of the
circumstances giving rise thereto (including any action or omission to act by
the Company), making it inadvisable to proceed with the Offer or with such
acceptance for payment or payment, including but not limited to the following
events:
(a) There shall have been instituted or threatened
any action or proceeding before any court or
administrative agency which challenges the
acquisition of Shares pursuant to the Offer or
otherwise relates in any manner to the Offer,
or in the judgment of the Company could
otherwise materially and adversely affect the
Company; or
(b) Any action shall have been taken, or any
statute, rule, regulation or order shall have
been proposed, enacted, enforced, or deemed to
be applicable to the Offer, by any governmental
agency or other regulatory administrative
authority, domestic or foreign, which, in the
judgment of the Company would or might
prohibit, restrict or delay consummation of the
Offer or materially impair the contemplated
benefits of the Offer to the Company; or
(c) There shall have occurred any commencement of
armed hostilities directly or indirectly
involving the United States, or any national
emergency, banking moratorium or suspension of
payments by banks in the United States, or any
general suspension of trading or limitation of
prices for securities on any primary securities
exchange or in the over-the-counter market in
the United States, or any decline in either the
Dow Jones Industrial Average or the Standard &
Poor's Index of 500 Industrial Companies by an
amount in excess of ten percent measured from
the close of business on March 3, 1997; or
(d) Any change shall occur or be threatened in the
business, condition (financial or otherwise),
operations, stock ownership, prospects of the
Company or the Bank, which, in the judgment of
the Company, is or may be material to the
Company or its subsidiary, any of which in the
sole judgment of the Company makes it
inadvisable to proceed with such acceptance,
purchase or payment.
Any determination by the Company concerning any events described in
this section and any related judgment or decision by the Company regarding the
inadvisability of proceeding with the purchase of or the payment for any Shares
tendered shall be final and binding upon all parties. The foregoing conditions
are for the sole benefit of the Company and may be asserted by the Company
regardless of the circumstances giving rise to any such condition or may be
waived by the Company in whole or in part. The Company's
<PAGE>
failure at any time to exercise any of the foregoing rights shall not be deemed
a waiver of any such right, and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to time.
PRICE RANGE OF COMMON STOCK; DIVIDENDS
The Common Stock of the Company is not listed for quotation on any
national exchange and is traded thinly on the local market. As of December 31,
1996, there were 2,113,041 Shares of Common Stock outstanding. The Company
purchased 119,803 shares of Common Stock in October of 1996, in blocks ranging
from 19,803 shares to 50,000 shares, at a price of $17.75, a discount below the
normal trading price of the Company's Common Stock due to the large lot size.
There have been eight trades affected by other shareholders during the past
sixty days that have come to the attention of the Company, for between 100 and
1,300 shares and at a purchase price of between $ 17.50 and $20.00 per share.
The following table sets forth the range of the high and low sale
prices of the Company's Common Stock for all trades reported to the Company
during those periods. In some quarters, only one or two trades were affected, so
the stock prices may not be meaningful. The following quotations have been
adjusted to reflect any stock splits or dividends paid on outstanding Shares
during the relevant periods stated in the table.
Stock Prices
Dividends
High (1) Low (1) Per Share
1994
1st Quarter.......................... 18.00 16.50 .125
2nd Quarter.......................... 18.75 17.00 .13
3rd Quarter.......................... 19.50 17.63 .14
4th Quarter.......................... 21.00 19.00 .14
1995
1st Quarter.......................... 21.00 20.00 .14
2nd Quarter.......................... 21.50 21.25 .14
3rd Quarter.......................... 21.25 21.00 .15
4th Quarter.......................... 21.00 19.50 .15
1996
1st Quarter.......................... 20.50 19.25 .15
2nd Quarter.......................... 20.00 18.75 .15
3rd Quarter.......................... 19.00 18.50 .15
4th Quarter.......................... 20.00 17.75 .16
1997
1st Quarter (through February 25th).. 20.00 17.50 .16 (2)
- -------------
(1) In many cases, these stock trades were subject to brokerage commissions
which would reduce the total net proceeds to the seller. The stock prices
shown above do not reflect such commissions.
(2) Dividend declared on February 18, 1997, payable on April 1, 1997, to holders
of record on February 18, 1997.
<PAGE>
As of February 25, 1997, the most recent trade of which the Company
is aware was for 300 Shares at $17.75 per Share. SHAREHOLDERS ARE URGED TO
OBTAIN CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES AND TO CONSULT AN
INDEPENDENT FINANCIAL ADVISOR.
At a meeting of the Board of Directors of the Company held on
February 18, 1997, the Board of Directors declared a regular, quarterly cash
dividend of $0.16 per share on the Common Stock payable on April 1, 1997 to
shareholders of record on February 18, 1997. Even though the dividend payment
date will be April 1, 1997, after the Expiration Date (as defined herein),
holders of record on February 18, 1997 will be entitled to receive such dividend
regardless of whether they tender their Shares pursuant to the Offer.
10. EFFECTS OF THE OFFER
The Offer will enable shareholders to sell a portion of their Shares
while retaining a continuing equity interest in the Company, if they so desire.
To the extent the purchase of Shares in the Offer results in a reduction in the
number of shareholders of record, the costs of the Company for services to
shareholders may be reduced. For shareholders who do not tender Shares, there is
no assurance that the price of the stock will not trade below the price
currently being offered by the Company pursuant to the Offer. For shareholders
who do tender, there is no assurance that the trading price of Company Common
Stock will not increase as a result of the Offer and at some point exceed the
Offer price. Finally, the Offer may affect the Company's ability to qualify for
pooling-of-interest accounting treatment for any acquisition transaction for
approximately two years.
The Company's purchase of Shares pursuant to the Offer will reduce
the number of Shares that might otherwise trade publicly and is likely to reduce
the number of shareholders. The Company believes that there will still be a
sufficient number of Shares outstanding and publicly traded following the Offer
to ensure a continued trading market in the Shares.
Following completion of the Offer, the Company may repurchase
additional Shares in the open market in privately negotiated transactions or
otherwise. Any such purchases may be on the same terms or on terms which are
more or less favorable to shareholder than the terms of the Offer. Rule 13e-4 of
the Exchange Act prohibits the Company and its affiliates from purchasing any
Shares, other than pursuant to the Offer, until at least ten business days after
the Expiration Date. Any possible future purchases by the Company will depend on
many factors, including the market price of the Shares, the results of the
Offer, the Company's business and financial position, and general economic and
market conditions.
The Shares are registered under the Exchange Act, which requires,
among other things, that the Company furnish certain information to its
shareholders and to the Commission and comply with the Commission's proxy rules
in connection with meetings of the Company's shareholders. The Company believes
that its purchase of Shares pursuant to the Offer will not result in the Shares
becoming eligible for deregistration under the Exchange Act.
See "Certain Pro Forma Financial Information," herein, for pro-forma
financial statements showing the effects of the Company's purchase of Shares of
Common Stock pursuant to the Offer. To the extent that Shares of Common Stock
are purchased in the Offer, the proportionate interest of non-tendering
shareholders in the Company will be increased. Shares of Common Stock purchased
pursuant to the Offer will have the status of authorized but unissued Shares.
<PAGE>
11. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 210,000 Shares in this Offer at
a price of $21.00 per share, the total amount required to purchase the Shares
would equal $4,410,000 plus all fees and expenses applicable to this Offer. The
Company intends to pay for validly tendered Shares, as well as for the costs and
expenses of this Offer, from proceeds from the maturity of investment securities
and through an established line of credit with the Federal Home Loan Bank
("FHLB").
12. CERTAIN INFORMATION ABOUT THE COMPANY; GENERAL INFORMATION
General
C&F Financial Corporation (the "Company") is a bank holding company
incorporated under the laws of the Commonwealth of Virginia in March, 1994. The
Company owns all of the stock of its sole subsidiary, Citizens and Farmers Bank
(the "Bank") which is an independent commercial bank chartered under the laws of
Virginia. The Bank has a total of nine branches. The Bank has its main office at
Eighth and Main Streets, West Point, Virginia and has branch offices in the
locations of Norge, Middlesex, Providence Forge, Quinton, Tappahannock, Varina,
Williamsburg and West Point (2 branches). The Bank was originally opened for
business under the name Farmers and Mechanics Bank on January 22, 1927.
The local community served by the Bank is defined as those portions
of King William County, King and Queen County, Hanover County and Henrico
County, Virginia which are east of Route 360; Essex, Middlesex, New Kent,
Charles City, and James City Counties; that portion of York County which is
directly north of James City County and that portion of Gloucester County
surrounded by Routes 14 and 17.
The Company, through its subsidiaries, offers a wide range of
banking services available to both individuals and small businesses. These
services include various types of checking and savings deposit accounts, and the
making of business, real estate, development, mortgage, home equity, automobile
and other installment, demand and term loans. Also, the Bank offers ATMs at all
locations, credit card services, trust services, travelers' checks, money
orders, safe deposit rentals, collections, notary public, wire services and
other customary bank services to its customers.
The Bank has three wholly-owned subsidiaries, C&F Title Agency,
Inc., C&F Investment Services, Inc., and C&F Mortgage Corporation, all
incorporated under the laws of the Commonwealth of Virginia. C&F Title Agency,
Inc. sells title insurance to the mortgage loan customers of the Company. C&F
Investment Services, Inc. organized April, 1995, is a full-service brokerage
firm offering a comprehensive range of investment options including stocks,
bonds, annuities and mutual funds. C&F Mortgage Corporation, organized in
September, 1995, originates and sells residential mortgages.
C&F Mortgage Corporation provides mortgage services through five
locations in Virginia and two in Maryland. The Virginia offices are in Richmond
(two locations), Williamsburg, Newport News, and Chester. The Maryland offices
are in Crofton and Bel Aire.
As of December 31, 1996, a total of 202 persons were employed by the
Company, of whom 25 were part-time. The Company considers relations with its
employees to be excellent.
<PAGE>
The Bank is subject to competition from various financial
institutions and other companies or firms that offer financial services. The
Bank's principal competition in its market area consists of all the major
statewide banks. The Bank also competes for deposits with savings and loan
associations, credit unions, and with money-market funds. In making loans, the
Bank competes with consumer finance companies, credit unions, leasing companies
and other lenders. C&F Mortgage Corporation competes for mortgage loans in its
market areas with other mortgage companies, commercial banks, and other
financial institutions. C&F Investment Services competes with other investment
companies, brokerage firms, and insurance companies to provide these services.
Regulation and Supervision
The Company is subject to regulation by the Federal Reserve Bank
under the Bank Holding Company Act of 1956. The Company is also under the
jurisdiction of the Securities and Exchange Commission and certain state
securities commissions with respect to matters relating to the offer and sale of
its securities. In addition, the Bank is subject to regulation and examination
by the State Corporation Commission and the Federal Deposit Insurance
Corporation.
13. HISTORICAL FINANCIAL INFORMATION
The following tables set forth certain summary historical
consolidated financial information of the Company and its subsidiaries. The
historical financial information for the fiscal years 1995 and 1996 has been
derived from, and should be read in conjunction with, the audited consolidated
financial statements of the Company as reported in the Company's annual reports
on Form 10-KSB for the fiscal years ended December 31, 1995 and 1996, which
reports are incorporated herein by reference. The summary financial information
should be read in conjunction with, and is qualified in its entirety by a
reference to, the audited financial statements and the related notes thereto
from which it has been derived. Copies of the reports may be inspected or
obtained from the Commission in the manner specified in "Additional Information"
below.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
At or for the
Year Ended December 31,
1996 1995
(in thousands, except per share data)
Income Statement Data:
Interest income 18,333 15,687
Interest expense 7,668 6,527
------- ------
Net interest income 10,665 9,160
Provision for loan losses 30 -
Other operating income 4,679 1,233
Other operating expense 10,294 6,127
Income tax expense 959 890
-------- -------
Net Income 4,061 3,376
======= ======
Net income per share 1.84 1.51
Weighted average number of shares
including common stock equivalents 2,213,000 2,236,478
<PAGE>
Balance Sheet Data:
Total assets 256,671 238,995
Investment Securities:
Available for sale 18,918 23,742
Held to maturity 66,651 76,895
Loans, net 136,732 110,012
Deposits 216,423 204,001
Other borrowings 5,055 1,200
Shareholders' equity 32,215 31,818
Book value per share 15.25 14.26
Shares outstanding 2,113,041 2,230,744
Selected Financial Ratios:
Return on average assets 1.65 1.60
Return on average equity 12.66 11.08
Average equity to average assets 13.06 14.44
Additional Information
Additional information concerning the Company is set forth in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996, and
in the Company's proxy statement filed as an exhibit to the Company's Form
10-KSB on February 28, 1997. Such reports are available upon request from the
Company. The Company also has filed a Schedule 13E-4 with the Commission, which
includes certain additional information related to the Offer. Forms 10-KSB, as
well as other periodic reports, proxy statements and other information, are
regularly filed by the Company with the Commission. Such material may be
inspected and copied at prescribed rates at the Commission's Public Reference
Facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the New York regional office of the Commission located at
Suite 1300, Seven World Trade Center, New York, New York 10048, and copies of
such material may be obtained by mail at prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains an internet web site at
HTTP://WWW.SEC.GOV., containing reports, proxy and informational statements and
other information regarding companies who file reports electronically with the
Commission. In addition, reports, proxy statements, and other information
concerning the Company may be obtained from Thomas F. Cherry, Vice President and
Chief Accounting Officer or Brad E. Schwartz, Vice President and Chief
Information Officer, Citizens & Farmers Bank, 621 Main Street, West Point,
Virginia 23181, (804) 843-2360.
14. CERTAIN PRO FORMA FINANCIAL INFORMATION
The following summary unaudited pro forma financial information as
of and for the year ended December 31, 1996 has been prepared on the assumption
that the Company acquired 210,000 Shares of its common stock for $21.00 per
Share pursuant to the Offer. The balance sheet data gives effect to the purchase
of Shares as of December 31, 1996. The income statement data gives effect to the
purchase of Shares as of January 1, 1996. The pro forma financial information
should be read in conjunction with the audited financial statements and related
notes contained in the Company's Annual Report on Form 10-KSB
<PAGE>
for the year ended December 31, 1996. The pro forma financial
information does not purport to be indicative of the results that would have
actually been attained had the purchase of the Shares been completed at the
dates indicated or that may be attained in the future.
At or for the
Year Ended December 31, 1996
Historical Pro Forma
(in thousands, except per share data)
Income Statement Data:
Interest income 18,333 18,138
Interest expense 7,668 7,779
------- -------
Net interest income 10,665 10,359
Provision for loan losses 30 30
Other operating income 4,679 4,679
Other operating expense 10,294 10,294
Income tax expense 959 855
-------- --------
Net Income 4,061 3,859
======= =======
Net income per share 1.84 1.93
Weighted average number of shares
including common stock equivalents 2,213,000 2,003,000
Balance Sheet Data:
Total assets 256,671 254,171
Investment securities:
Available for sale 18,918 16,418
Held to maturity 66,651 66,651
Loans, net 136,732 136,732
Deposits 216,423 216,423
Other borrowings 5,055 6,965
Shareholders' equity 32,215 27,805
Book value per share 15.25 14.61
Shares outstanding 2,113,041 1,903,041
Selected Financial Ratios:
Return on average assets 1.65 1.59
Return on average equity 12.66 13.94
Average equity to average assets 13.06 11.38
- --------------
<PAGE>
Notes to Pro Forma Financial Information
(1) The funds used to purchase Shares were considered to be obtained
from proceeds from the maturity of investment securities and through
an established line of credit with the FHLB ($2,500,000 in proceeds
from the maturity of investment securities is assumed at a yield of
7.8% and $1,910,000 of FHLB advances is assumed at a rate of 5.8%).
The tax rate assumed is 34%. The income statement data reflects the
reduction in interest income on the investment securities and the
increase in the interest expense associated with the FHLB advances
as if the investment securities matured and the FHLB advances were
outstanding as of January 1, 1996. The income statement does not
reflect a savings by the Bank of state franchise tax as a result of
reducing capital, that the Company expects will be approximately
$44,000 annually, commencing in the year following such reduction of
capital by the Bank.
(2) The purchase of Shares was allocated to common stock at its $1.00
per share par value, and the remainder of the purchase price was
allocated to retained earnings.
(3) Costs incurred in connection with the Offer will be capitalized as
part of the cost of Shares purchased, and consequently no effect of
the costs is reflected in the pro forma financial information. Costs
incurred in connection with the offer are expected to approximate
$40,000.
The Company and the Bank are both subject to regulatory requirements
regarding maintaining minimum capital. The following table shows the historic
capital ratios of the Company and the Bank at December 31, 1996 (with the pro
forma ratios assuming that 210,000 Shares have been purchased by the Company at
December 31, 1996) and the minimum required regulatory ratios.
December 31, 1996
Bank Company
---- -------
Risk-based capital ratio:
Historical 19.4% 22.1%
Pro forma 16.3 19.0
Minimum required 8.0 8.0
"Well-capitalized" minimum required 10.0 10.0
Leverage ratio:
Historical 10.5 12.2
Pro forma 8.7 10.4
Minimum required 3.0 3.0
"Well-capitalized" minimum required 5.0 4.0
Tier-one ratio:
Historical 18.2 20.8
Pro forma 15.0 17.8
Minimum required 4.0 4.0
"Well capitalized" minimum required 6.0 6.0
<PAGE>
THE COMPANY'S PRO FORMA FINANCIAL STATEMENTS SHOULD BE READ IN
CONJUNCTION WITH THE HISTORICAL CONSOLIDATED FINANCIAL INFORMATION INCORPORATED
HEREIN BY REFERENCE AND DO NOT PURPORT TO BE INDICATIVE OF FUTURE EARNINGS OR
FINANCIAL POSITIONS OR OF WHAT EARNINGS OR FINANCIAL POSITION WOULD HAVE BEEN
HAD THE OFFER BEEN CONSUMMATED AS OF THE DATES FOR WHICH PRO FORMA STATEMENTS
ARE PRESENTED.
15. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE COMMON STOCK
There were no transactions in the Company's Common Stock by the
Company, its subsidiaries, its executive officers and directors within the
period of 40 business days prior to the date of this Offer. However, effective
October 16, 1996, the Company repurchased 50,000 shares from director Sutton for
$17.75 per share.
Other than this transaction, neither the Company nor its
subsidiaries, nor, to the Company's knowledge, any of its executive officers or
directors or any associate of any such officer or director of the Company or its
subsidiaries has engaged in any transactions involving shares of Common Stock
during the period of 40 business days prior to the date hereof. Executive
officers and directors of the Company and Bank will be eligible to tender Shares
pursuant to the Offer. Two directors of the Company have indicated that they may
tender some number of shares pursuant to this Offer. The other members of the
Company's Board have indicated that they do not intend to tender shares pursuant
to this Offer, although they reserve their right to do so.
Except as set forth herein, neither the Company nor, to the
Company's knowledge, any of its executive officers or directors, or any of the
executive officers or directors of any of its subsidiaries, is a party to any
contract, arrangement, understanding or relationship relating, directly or
indirectly, to this Offer with any other person with respect to Common Stock of
the Company.
Except as disclosed in this Offer to Purchase, the Company currently
has no plans for proposals that relate to or would result in (i) the acquisition
by any person of additional securities of the Company or the disposition of
securities by the Company (except for the stock option plan); (ii) extraordinary
corporate transactions such as a merger, reorganization or liquidation,
involving the Company or any and all of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iv) any change in the present Board of Directors or management of
the Company; (v) any material change in the present dividend rate or policy for
indebtedness or capitalization of the Company; (vi) any other material change in
the Company's corporate structure or business; (vii) any material change in the
Company's Articles of Incorporation or Bylaws or any action which may impede the
acquisition of control of the Company by any person; (viii) a class of equity
security of the Company becoming eligible for termination of registration
pursuant to the Section 12(g)(4) of the Exchange Act; or (ix) the suspension of
the Company's obligation to file reports pursuant to Section 15(b) of the
Exchange Act. However, pursuant to the advice from the Advisor regarding the
Company's capital plan, one of the matters that the Board will consider later
this year will be the feasibility of a change in dividend payment practice. No
decision has yet been made on this matter, but it is possible that the annual
dividend payments per share may be increased later this year or in future years.
<PAGE>
16. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is based upon information provided by the
Company, the Internal Revenue Code of 1986, as amended and in effect on the date
hereof (the "Code"), existing and proposed regulations thereunder, judicial
decisions and current administrative rulings and practices. Any of these
authorities could be repealed, overruled or modified at any time after the date
hereof. Any such change could be retroactive and, accordingly, could modify the
tax consequences discussed herein. No ruling from the Internal Revenue Service
with respect to the matters discussed herein has been requested and there is no
assurance that the Internal Revenue Service would agree with the conclusions set
forth in this discussion.
This discussion is for general information only and does not address
the federal income tax consequences that may be relevant to particular
shareholders of the Company in light of their personal circumstances or to
certain types of shareholders of the Company (such as dealers in securities,
insurance companies, foreign individuals and entities, financial institutions
and tax-exempt entities) who may be subject to special treatment under the
federal income tax laws. This discussion also does not address any tax
consequences under state, local or foreign laws.
General Consequences
Sales of Common Stock by tendering Shareholders pursuant to the
Offer will be taxable transactions for federal income tax purposes (and may be
taxable transaction under state, local or foreign tax laws as well). The federal
income tax consequences to a tendering shareholder may vary depending upon the
particular facts and circumstances of that individual. Accordingly, each
shareholder is urged to consult his own tax advisor with respect to the federal
income tax consequences to him of the sale of his Common Stock in connection
with the Offer.
Under the Code, a shareholder whose Shares are purchased pursuant to
the Offer will generally recognize gain or loss in an amount equal to the
difference between the cash received and such shareholder's adjusted basis for
his Shares redeemed, if (i) as a result of the sale, his stock interest in the
Company is completely terminated, (ii) the cash distribution is substantially
disproportionate with respect to the selling stockholder, or (iii) the cash
distribution is deemed to be not essentially equivalent to a dividend. These
tests are discussed in greater detail below. Such gain or loss generally will be
treated as a capital gain or loss if the Shares of Common Stock are held as
capital assets, and generally will be treated as a long-term capital gain or
loss if the shareholder's holding period for such Shares is more than one year.
To determine whether the foregoing tests are met, there must be
taken into account both (a) any shares actually owned by such shareholder and
(b) any shares considered owned by such shareholder by reason of certain
constructive ownership rules set forth in Sections 318 and 302 (c) of the Code.
Under Section 318, a shareholder generally will be treated as owning shares
which he has the right to acquire under options and shares owned (and, in some
cases, constructively owned) by members of the tendering shareholder's family
and by related entities (such as corporations, partnerships, trusts and estates)
in which such shareholder, a member of his family or a related entity has an
interest.
<PAGE>
IF NONE OF THE FOREGOING TESTS (DESCRIBED IN GREATER DETAIL BELOW)
ARE SATISFIED, THE CASH RECEIVED PURSUANT TO THE OFFER WILL BE TREATED AS A
DIVIDEND AND WILL BE TAXABLE AS ORDINARY INCOME TO THE EXTENT OF THE CURRENT AND
ACCUMULATED EARNINGS AND PROFITS OF THE COMPANY.
Complete Termination of Interest
A termination of stock interest of a tendering shareholder will have
occurred if, pursuant to the Offer, the Company purchases all of his Common
Stock and such shareholder does not own directly and is not deemed to own, under
the constructive ownership rules described above, any other stock of the
Company. If the Offer is prorated, the Shares that are not purchased by reason
of such proration must be taken into account in determining whether a
shareholder has achieved a complete termination of his interest in the Company.
If a shareholder would otherwise satisfy the complete termination requirement,
but for his constructive ownership of Shares held by family members, under
certain circumstances such shareholder may be entitled to disregard such
constructive ownership. A shareholder who has a complete termination of his
interest generally will receive capital gain or loss treatment provided that he
holds his Shares of Common Stock as capital assets.
Substantially Disproportionate Redemption
A substantially disproportionate redemption occurs as to a
particular shareholder if the redemption results in the shareholder owning less
than 80% of the percentage of outstanding Common Stock that he owned immediately
before the redemption and less than 50% of all of the Company's outstanding
Common Stock. In applying these tests, the constructive ownership rules
discussed above will apply. A shareholder whose receipt of cash pursuant to the
Offer qualifies as a substantially disproportionate redemption generally will
receive capital gain or loss treatment provided that he holds his Shares of
Common Stock as capital assets.
Redemption Not Essentially Equivalent to a Dividend
Even if there is not a complete termination of the shareholder's
interest and the receipt of cash by such shareholder fails to qualify as a
"substantially disproportionate" redemption, it is possible that the receipt of
cash by such shareholder pursuant to the Offer may be treated as "not
essentially equivalent to a dividend." A redemption will be treated as "not
essentually equivalent to a dividend" if, as result of the sale of Common Stock
pursuant to the Offer, a shareholder has realized a "meaningful reduction" in
his proportionate interest in the Company, taking into account the constructive
ownership rules. This determination depends on all the facts and circumstances
of each case. Shareholders tendering Shares in this Offer should note that the
change in their relative stock interest in the Company may be affected by an
proration of the Offer. A shareholder who meets the requirements of the "not
essentially equivalent to a dividend" test generally will receive capital gain
or loss treatment provided that he holds his Shares of Common Stock as capital
assets. ANY SHAREHOLDER SEEKING TO RELY ON THE "NOT ESSENTIALLY EQUIVALENT TO A
DIVIDEND" TEST SHOULD CONSULT WITH HIS OWN TAX ADVISOR AS TO ITS APPLICATION IN
HIS PARTICULAR SITUATION.
<PAGE>
Determining Amount of Taxable Gain
If one of the three tests described above is satisfied, the
tendering shareholder will recognize gain or loss in an amount equal to the
difference between the amount of cash received pursuant to the Offer and his
adjusted basis in the redeemed Shares. Different rules may apply to the
determination of the adjusted basis of shares of stock, depending upon how the
Shares were acquired by the shareholder. Generally, the basis of shares is equal
to their cost. However, if the Shares were received in a tax-free
reorganization, inherited, received by gift or received in numerous other ways,
special tax rules may apply. Special rules may apply to a significant number of
the Company's outstanding Shares of Common Stock which originally were issued in
exchange for shares of the Bank in connection with the reorganization of the
Bank into a holding company structure. Assuming that the holding company
reorganization in fact qualified as a tax-free reorganization, any shareholder
who exchanged all of his Bank shares solely for Shares of the Company's Common
Stock in the holding company reorganization generally would have an adjusted
basis in his Common Stock equal to his basis in the exchanged Bank shares.
Assuming that the stock of a particular shareholder is a capital
asset and that the shareholder will recognize a capital gain or loss on the
repurchase of the Shares by the Company pursuant to the Offer, a determination
then must be made as to the length of time during which the stock has been held
or deemed held by that particular shareholder. Currently, the required holding
period to obtain long-term capital gain and loss treatment is more than one
year. For stock acquired in a tax-free exchange (or received by gift or
inheritance) the shareholder may be entitled to add ("tack") the holding period
of his exchanged shares (or the holding period of a former owner) to his holding
period for the acquired shares.
Taxable Dividend Treatment
If none of the three tests described above is satisfied, then the
shareholder generally will be treated as having received a distribution taxable
as a dividend (i.e., ordinary income) to the extent of current and accumulated
earnings and profits of the Company. To the extent the cash received by the
shareholder pursuant to the Offer exceeds the Company's earnings and profits, it
will be applied to reduce his adjusted basis in his Common Stock, and any amount
in excess of basis will be taxed as capital gain. Corporate shareholders may be
entitled to the dividends-received deduction, except that the amount of the
deduction may be reduced under certain special tax rules.
Backup Withholding Requirements
Under federal backup withholding rules, except in the case of
certain exempt taxpayers, the Depository will be required to withhold and will
withhold 31% of the gross proceeds paid to a shareholder or other payee pursuant
to the Offer unless the shareholder provides his tax identification number
(employer identification number or social security number), certifies that such
number is correct, and certifies that he is not subject to backup withholding
under Section 3406(a)(1)(C) of the Code. Each shareholder should fully complete
and sign the box captioned "Substitute Form W-9" included as part of the Letter
of Transmittal, so as to provide the information and certifications necessary to
avoid backup withholding. See the Letter of Transmittal and the Instructions
thereto for further details.
<PAGE>
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH SHAREHOLDER OF THE COMPANY IS URGED TO CONSULT
HIS OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OF THE
PURCHASE OF HIS COMMON STOCK PURSUANT TO THE OFFER, INCLUDING THE APPLICABILITY
OF THE CONSTRUCTIVE OWNERSHIP RULES, THE APPLICABILITY OF ANY STATE, LOCAL OR
FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED
LEGISLATION.
17. GOVERNMENT REGULATION
The Company is not aware of any license or regulatory permit
material to its business that might be adversely affected by the purchase of
Shares as contemplated in the Offering or of any approval or other action by any
government or governmental, administrative, or regulatory authority or agency,
domestic or foreign, that would be required for the Company's purchase or
ownership of Shares as contemplated by the Offering. Under Federal Reserve Board
regulations, promulgated under the Bank Holding Company Act of 1956, a bank
holding company must give written notice to the Board of Governors of the
Federal Reserve before purchasing or redeeming its equity securities if the
gross consideration paid for the purchase or redemption equals or exceeds 10% of
the company's consolidated net worth during a 12 month period, unless, (i) the
holding company meets the thresholds established for "well capitalized" state
member banks under applicable regulations following the redemption, and (ii) the
bank holding company received a composite "1" or "2" rating at its most recent
Federal Reserve Board examination, and the Company (and Bank) have no unresolved
regulatory supervisory issues. The Company meets these criteria, and therefore,
it will not be required to file a notice with the Federal Reserve Board prior to
making the Offer for purchasing the Shares. No approval of any other federal,
state or local governmental body is required with respect to the Offering.
Should any such approval or other action be required, the Company
will immediately seek such approval or other action. The Company cannot predict
whether it may determine that it is required to delay the acceptance for the
payment of or payment for Shares tendered pursuant to the Offer pending the
outcome of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained without substantial conditions or
that the failure to obtain any such approval or other action might not result in
adverse consequences to the Company's business.
18. EXTENSION OF THE OFFER PERIOD; TERMINATION; AMENDMENTS
The Company reserves the right, in its sole discretion, at any time
or from time to time, and regardless of whether or not any of the events set
forth under "Certain Conditions of the Offer" shall have occurred or shall be
deemed by the Company to have occurred, to extend the period of time during
which the offer is open (and thereby delay acceptance for payment of, and
payment for, any Shares) by giving oral or written notice of extension to the
Depository and making a public announcement thereof. The Company also reserves
the right, in its sole discretion, to terminate the Offer and not to purchase or
pay for any Shares of Common Stock not previously purchased or paid for upon the
occurrence of any of the conditions specified herein by giving oral or written
notice of such termination to the Depository institution and making a public
announcement thereof. The Company further reserves the right, in its sole
discretion and regardless of whether any of the events set forth under "Certain
Conditions of the Offer" shall have occurred or shall be deemed by the Company
to have occurred, to amend the offer in any respect (including, without
limitation, by decreasing or increasing the consideration offered in the Offer
to holders of Shares or by decreasing or increasing the number of Shares being
sought in the Offer). Amendments to
<PAGE>
the Offer may be made at any time and from time to time affected by public
announcement thereof, such announcement, and in the case of any extension, to be
issued no later than 9:00 a.m., Eastern Standard Time on the next business day
after the last previously scheduled or announced expiration date. Any public
announcement made pursuant to the Offer will be disseminated promptly to
shareholders in a manner reasonably designated to inform shareholders of such
change. Without limiting the manner in which the Company may choose to make any
public announcement, except as provided by applicable law (including Rule
13e-4(e)(2) under the Exchange Act), the Company shall have no obligation to
publish, advertise, or otherwise communicate any such public announcement other
than by making a press release to the Richmond Times-Dispatch and filing a Form
8-K with the SEC.
If the Company makes a material change in the terms of the Offer or
the information concerning the Offer, or if it waives a material condition of
the Offer, the Company will extend the Offer to the extent required by Rules
13e-4(b)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require
that the minimum period during which any Offer must remain open following
material changes in the terms of the Offer or information concerning the Offer
than those offers, other than a change in the price or a change in percentage of
securities sought will depend upon the facts and circumstances, including the
relative materiality of such terms or information. If (i) the Company increases
or decreases the price to be paid for Shares, the Company increases the number
of Shares being sought and such increase in the number of Shares being sought
exceeds 2% of the outstanding capital Shares, or the Company decreases the
number of Shares being sought, and (ii) the Offer is scheduled to expire at any
time earlier than the expiration of a period ending on the 10th business day
from, and including, the date that notice of such increase or decrease is first
published, sent or given, the Offer will be extended until the expiration of
such period of 10 business days.
19. FEES AND EXPENSES
The Company will reimburse any broker or dealer, commercial bank or
trust company for customary handling and mailing expenses incurred in forwarding
the Offer. No broker, dealer, commercial bank or trust company has been
authorized to act as an agent of the Company or the Depository for purposes of
the Offer.
20. MISCELLANEOUS
The Company is not aware of any jurisdiction in which the making of
the Offer is not in compliance with applicable law. If the Company becomes aware
of any jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to comply with
such law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, the
Company has filed with the Commission an Issuer Tender Offer Statement on
Schedule 13E-4 which contains additional information with respect to the offer.
The Schedule 13E-4, including the Exhibits and any amendments thereto, may be
examined, and copies may be obtained at the same places and in the same manner
as is set forth under "Additional Information" with respect to information
concerning the Company.
This Offer is made to all shareholders of the Company as of the date
of this Offer.
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OF
C&F FINANCIAL CORPORATION
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 3, 1997
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN STANDARD TIME
ON MARCH 28, 1997, UNLESS THE OFFER IS EXTENDED
TO: Citizens & Farmers Bank
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Gentlemen:
The undersigned shareholder ("Shareholder" or the "undersigned") of
C&F Financial Corporation, a Virginia corporation (the "Company"), hereby agrees
to sell and tenders to the Company the number of shares of Common Stock of the
Company (the "Shares") indicated in Box A below and evidenced by share
certificate(s) either enclosed herewith or guaranteed to be transmitted as
indicated below, to be purchased by the Company at a price of $21.00 net per
Share, in cash, to the Shareholder, subject to the terms and conditions set
forth in the Offer to Purchase dated March 3, 1997, and in this Letter of
Transmittal (which together constitute the "Offer to Purchase"). Shareholder
acknowledges receipt and review of the Offer to Purchase.
The undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all shares that are being tendered hereby that are
purchased pursuant to the Offer to Purchase. The undersigned represents that the
undersigned has full authority to sell the tendered shares and that such sale
will convey to the Company full legal and beneficial title thereto, free and
clear of all liens, charges and encumbrances and not subject to any adverse
claim. Upon request, the undersigned will execute any additional documents
necessary to complete the transfer.
The undersigned hereby irrevocably constitutes and appoints Citizens
& Farmers Bank ("the Depository") as attorney-in-fact of the undersigned, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), (a) to deliver certificates for the
tendered Shares, together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company upon receipt of the purchase
price by the Depository, as the undersigned's agent, (b) to present such
certificates for cancellation and transfer of the tendered Shares on the
Company's books and (c) to receive all benefits and otherwise exercise all
rights of beneficial ownership of the tendered Shares, all in accordance with
the terms of the Offer to Purchase.
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assignees of the undersigned. This tender is revocable only to
the extent and during the period stated in the Offer to Purchase.
<PAGE>
Unless otherwise indicated herein under Box B captioned "Special
Payment Instructions" or Box C captioned "Special Delivery Instructions," please
issue the check for the purchase price and the certificates for any unpurchased
Shares (and accompanying documents, as appropriate) in the name of the
undersigned and mail such check and any such certificates to the undersigned at
the address shown below the undersigned's signature. The undersigned recognizes
that the Company has no obligation, pursuant to the Special Payment
Instructions, to transfer any certificate for Shares from the name of the holder
thereof if the Company purchases none of the Shares represented by such
certificate.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
BOX A
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 4 AND 5)
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
Certificates Tendered
Names and Addresses of Registered Holders (Attach signed Schedule if necessary)
- --------------------------------------------------------------------------------------------------------------------
Certificate No. of No. of Shares
No(s). Shares Tendered*
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total Shares Tendered
-----------------------------
- --------------------------------------------------------------------------------------------------------------------
* If you desire to transfer fewer than all the shares evidenced by any
certificate listed above, please indicate in this column the number of shares
from such certificate that you desire to tender. Otherwise all shares evidenced
by such certificate will be deemed to have been tendered.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: IF YOUR CERTIFICATES ARE LOST, PLEASE REFER TO INSTRUCTION 12.
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
BOX B
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
- ---------------------------------------------------------------------------------------------------------------------
To be completed ONLY if certificates for any unpurchased Shares and/or a check are to be issued in the
name of and sent to someone other than the undersigned.
Issue: [ ] Check [ ] Certificate(s) to:
Name:
- -------------------------------------------------------------------------------
Address:
----------------------------------------------------------------------
----------------------------------------------------------------------
(include Zip Code)
----------------------------------------------------------------------
(Taxpayer Identification or Social Security Number)
(See Instruction 1)
- -------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
BOX C
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 7)
- --------------------------------------------------------------------------------
To be completed ONLY if certificates for any unpurchased Shares
and/or a check, issued in the name of the undersigned, are to be sent to someone
other than the undersigned or are to be sent to the undersigned at an address
other than shown below the undersigned's signature.
Mail: [ ] Check [ ] Certificate(s) to:
Name:
-----------------------------------------------------
Address:
-------------------------------------------------
-------------------------------------------------
(include zip code)
- ------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
BOX D
CONDITIONAL TENDER
(SEE INSTRUCTION 8)
- -------------------------------------------------------------------------------
Minimum number of Shares which must be purchased, if any are
purchased: __________ Shares.
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX E
ODD LOTS
(SEE INSTRUCTION 10)
- --------------------------------------------------------------------------------
This Section is to be completed ONLY if Shares are being tendered by
or on behalf of a person owning beneficially as of close of business on March 3,
1997, an aggregate of fewer than 100 shares of Common Stock.
The undersigned either (check one):
[ ] Is the beneficial owner, as of the close of business on March 3,
1997, of an aggregate of fewer than 100 shares of Common Stock, all of which
are being tendered; or
[ ] Is a broker, dealer, commercial bank, trust company or other
nominee which (i) is tendering, for the beneficial owner(s) thereof, shares
of Common Stock with respect to which it is the record owner, and (ii)
believes, based upon representations made to it by each such beneficial
owner, that such beneficial owner owned beneficially as of the close of
business on March 3,1997, an aggregate of fewer than 100 shares and is
tendering all of such shares.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
BOX F
PAYER'S NAME: C&F FINANCIAL CORPORATION
(SEE INSTRUCTION 9)
- -------------------------------------------------------------------------------------
<S> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE SOCIAL SECURITY NUMBER OR
FORM W-9 YOUR TIN IN THE BOX AT EMPLOYER IDENTIFICATION NUMBER
RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW [] [] [] - [] [] - [] [] [] []
----------------------------------------------------------------------------
PART 2 -- [ ] Check the box if you are NOT subject to
withholding under the provisions of section 3406 (a)(1)(C)
of the Internal Revenue Code because (1) you have not been
notified that you are subject to backup withholding as a
result failure to report all interest or dividends or (2)
the Internal Revenue Service has notified you that you are
no longer subject to backup withholding.
-----------------------------------------------------------------------
DEPT. OF THE TREASURY CERTIFICATION -- UNDER THE PENALTIES
INTERNAL REVENUE OF PERJURY, I CERTIFY THAT THE
SERVICE IS INFORMATION PROVIDED ON THIS FORM
TRUE, CORRECT AND COMPLETE.
PAYER'S REQUEST FOR
TAXPAYER SIGNATURE
IDENTIFICATION NUMBER -------------------------
(TIN) DATE , 1997
--------------------------
PART 3 --
AWAITING TIN []
- ----------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THE ABOVE FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW INSTRUCTION 9 AND GUIDELINES FOR COMPLETING
CERTIFICATION STATEMENTS IN BOX F FOR ADDITIONAL DETAILS.
<PAGE>
- -------------------------------------------------------------------------------
BOX G
SHAREHOLDER SIGN HERE
(SEE INSTRUCTION 6)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[Signature(s) of Owner(s)]
IMPORTANT: Also complete Substitute Form W-9 (Box F), above. [PLEASE REFER TO
INSTRUCTION 1 TO DETERMINE IF YOUR SIGNATURE MUST BE GUARANTEED.]
Name(s):
---------------------------------------------------------------------
---------------------------------------------------------------------
(Please Print)
Address:
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Daytime Area Code and Telephone No. ___________________________________________
Tax Identification or
Social Security Number_________________________________________________________
Signature(s) Medallion
Guaranteed By*
- -------------------------------------------------------------------------------
(*If required, see Instruction 1)
<PAGE>
INSTRUCTIONS FOR COMPLETION
OF
LETTER OF TRANSMITTAL
(Forming part of the Terms and Conditions of the Offer)
1. GUARANTEE OF SIGNATURES. No signature guarantee on the Letter of Transmittal
(Box G) is required unless special instructions have been given under Box B
captioned "Special Payment Instructions" or Box C captioned "Special Delivery
Institutions." If such special instructions have been given, signatures on this
Letter of Transmittal must be guaranteed by an institution, such as a commercial
bank, trust company, savings and loan association, credit union, or stockbroker
or other member of the NASD or of a national securities exchange, provided such
institution is a member of or a participant in a signature guarantee medallion
program pursuant to SEC Rule 17Ad-15 ("Eligible Institution").
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. The Letter of Transmittal
is to be used only if certificates are forwarded herewith, unless delivery of
certificates is guaranteed as described under Instruction 3. Certificates for
all tendered Shares, together with a properly completed and duly executed Letter
of Transmittal or facsimile thereof, and any other documents required by this
Letter of Transmittal, should be mailed or delivered to Citizens & Farmers Bank,
Stockholder Relations, P.O. Box 391, 621 Main Street, West Point, Virginia
23181, as Depository, at the appropriate address set forth herein prior to the
Expiration Date of the Offer as defined in Section 1 of the Offer to Purchase.
Actual delivery to and receipt by the Depository by the Expiration Date is an
absolute requirement unless delivery is properly guaranteed. DEPOSIT IN THE MAIL
ON THE EXPIRATION DATE WILL NOT CONSTITUTE A TIMELY TENDER.
3. GUARANTEED OF DELIVERY. Shares represented by certificates which are not
immediately available may be tendered by commercial banks or trust companies, by
members of any national securities exchange or by members of the NASD, acting on
behalf of their customers, if the commercial bank, trust company, exchange or
NASD member will execute and deliver a Notice of Guaranteed Delivery and by
otherwise complying with the guaranteed delivery procedures set forth in Section
4 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered
by hand or transmitted by telegram, facsimile transmission or mail to the
Depository and must include a signature guarantee by an Eligible Institution in
the form set forth in such Notice. For Shares to be tendered validly pursuant to
the guaranteed delivery procedure, the Depository must receive the Notice of
Guaranteed Delivery on or before the Expiration Date. The adequacy of such
Guarantee will be determined solely in the discretion of the Company. Shares
tendered pursuant to such a Guarantee should be accompanied by a properly
executed Letter of Transmittal. The certificates for the tendered shares must be
delivered to the Depository within 5 business days after the Depository's
receipt of the Guarantee of Delivery.
4. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and the number of Shares should be listed on a separate
schedule attached hereto.
5. PARTIAL TENDERS. If fewer than all the Shares evidenced by any certificate
submitted are to be tendered, fill in the number of Shares which are to be
tendered in the column entitled "Number of Shares Tendered." A new certificate
for the remainder of the Shares evidenced by your old certificate(s) will be
sent to you, unless otherwise provided in the appropriate section on this Letter
of Transmittal, as soon as practicable after the Expiration Date of the Offer.
All Shares represented by certificates listed are deemed to have been tendered
unless otherwise indicated.
<PAGE>
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
6.1 If this Letter of Transmittal is signed by the owner of the
certificates tendered hereby, the signature must correspond with the name as
written on the face of the certificates, without any change whatsoever. If the
names on tendered certificates are not identical, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
certificates in different names.
6.2 If the certificates tendered hereby are owned of record by two
or more joint owners, all owners must sign this Letter of Transmittal.
6.3 If any tendered Shares are registered in different names, it
will be necessary to complete, sign and submit a separate Letter of Transmittal
for each different registration.
6.4 When this Letter of Transmittal is signed by the owner(s) of the
certificates listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required. If, however, the certificates for
unpurchased Shares are to be issued to a person other than the registered owner,
then endorsement of certificates transmitted hereby or separate stock powers is
required. See also Instruction 1, above, in such a circumstance.
6.5 If this Letter of Transmittal or any certificates or stock
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of a corporation or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Company of their authority to so act,
if requested.
7. STOCK TRANSFER TAXES. The Company will pay all stock transfer taxes, if any,
applicable to the transfer to it of Shares purchased pursuant to the Offer. If,
however, payment of the purchase price is to be made to, or (in circumstances
permitted by the Offer) if unpurchased Shares are to be registered in the name
of, any person other than the registered owner, or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder or such other person) payable on account of the
transfer to such person will be deducted from the purchase price, if
satisfactory evidence of the payment of such taxes, exemption therefrom, is not
submitted.
8. CONDITIONAL TENDERS. A tendering shareholder may condition his or her tender
of Shares on the purchase by the Company of a specified number of the Shares
tendered hereby, all as described in the Offer to Purchase, particularly Section
6 thereof. Unless such specified minimum is purchased by the Company pursuant to
the terms of the Offer, none of the Shares tendered hereby will be purchased. It
is the tendering shareholder's responsibility to calculate such minimum number
of Shares, and such shareholder is urged to consult his or her own tax adviser.
Unless Box D has been completed and a minimum specified, the tender will be
deemed unconditional.
9. SUBSTITUTE FORM W-9. Under federal income tax law, a shareholder whose
tendered Shares are accepted for payment is required by law to provide the
Depository (as payer) with his or her correct taxpayer identification number,
which is accomplished by completing and signing Box F captioned "Substitute Form
W-9." In addition, if a shareholder executes Box B captioned "Special Payment
Instructions", a separate Substitute Form W-9 should also be executed by the
alternate payee. If the Depository is not provided with the correct taxpayer
identification number, the shareholder may be subject to a $50.00 penalty
imposed by the Internal Revenue Service. In addition, except in the case of
certain exempt taxpayers, the Depository will be required to withhold, and will
<PAGE>
withhold, 31% of the gross proceeds paid to that shareholder or other payee
pursuant to the Offer, unless the shareholder or other payee provides the
Depository with his taxpayer identification number, certifies that such number
is correct, and certifies that he is not subject to backup withholding under
Section 3406(a)(l)(C) of the Internal Revenue Code of 1986, as amended (the
"Code"). The taxpayer identification number is the social security number or
employer identification number of the shareholder or other payee. For further
instructions on determining the proper identification number to give to the
Depository, see the Guidelines for Completing Certification Statements in Box F
at the end of this Letter of Transmittal. Each tendering shareholder or other
payee should fully complete and sign Box F captioned "Substitute Form W-9" and
check the box in part 2 of Substitute Form W-9, if so eligible, so as to provide
the information and certifications necessary to avoid backup withholding.
You may be, or may have been, notified that you are subject to
backup withholding under Section 3406 (a)(1)(C) of the Code because you have
underreported interest or dividends or you were required to but failed to file a
return which would have included a reportable interest or dividend payment. IF
YOU HAVE BEEN SO NOTIFIED AND YOU HAVE NOT RECEIVED A SUBSEQUENT NOTICE FROM THE
INTERNAL REVENUE SERVICE ADVISING YOU THAT BACKUP WITHHOLDING HAS BEEN
TERMINATED, YOU MUST STRIKE OUT THE LANGUAGE ON THE SUBSTITUTE FORM W-9
CERTIFYING THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. If you are subject to
backup withholding and you strike out the language on the Substitute W-9
certifying that you are not subject to backup withholding, you should
nonetheless provide your correct taxpayer identification number to the
Depository and certify that it is correct.
Exempt shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. (In order for a foreign individual to qualify as an
exempt recipient, that shareholder must submit a statement, signed under penalty
of perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depository.)
If backup withholding applies, the Depository is required to
withhold 31% of any such payments made to the shareholder. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be requested.
10. ODD LOTS. As described in Section 1 of the Offer to Purchase, if less than
all shares tendered prior to the Expiration Date are to be purchased by the
Company, the shares purchased first will consist of all shares tendered by any
shareholder who owned beneficially as of March 3, 1997, an aggregate of fewer
than 100 shares and who tenders all of such shares. This preference will not be
available unless Box E captioned "Odd Lots" is completed.
11. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Shares will be
determined by the Company, which determination shall be final and binding. The
Company reserves the right to reject any tenders of Shares not in appropriate
form or the acceptance of or payment of which would, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the right to waive any
of the conditions of the Offer or any defect in any tender, and the Company's
interpretations of the terms and conditions of the Offer (including these
instructions) shall be final and binding. The Company shall not be obligated to
give notice of any defects or irregularities in tenders and shall not incur any
liability for failure to give any such notice. Tenders will not be deemed to
have been made until all defects and irregularities have been cured or waived.
<PAGE>
12. LOST CERTIFICATES. In the event that you are unable to deliver to the
Depository the certificate(s) for your Shares of Common Stock due to the loss or
destruction of such certificate(s), such fact should be indicated on the face of
the Letter of Transmittal. In such event, the Depository will forward additional
documentation which you must complete in order to tender effectively such lost
or destroyed certificate(s). There may be a fee to replace lost certificates.
Tenders will be processed after certificates are replaced.
13. ADDITIONAL INFORMATION AND COPIES. Additional information, as well as
additional copies of the Offer to Purchase and this Letter of Transmittal, may
be obtained from the Depository by contacting either:
Thomas F. Cherry Brad E. Schwartz
Vice President and Vice President and
Chief Accounting Officer or Chief Information Officer
Citizens & Farmers Bank Citizens & Farmers Bank
P.O. Box 391 P.O. Box 391
621 Main Street 621 Main Street
West Point, Virginia 23181 West Point, Virginia 23181
(804) 843-2360 (804) 843-2360
IMPORTANT: IF YOU DESIRE TO TENDER ANY OR ALL OF YOUR SHARES, THE LETTER OF
TRANSMITTAL OR FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES AND OTHER REQUIRED
DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITORY ON OR PRIOR TO THE EXPIRATION DATE
OF THE OFFER. DEPOSIT OF SUCH MATERIALS IN THE MAIL ON THE EXPIRATION DATE WILL
NOT CONSTITUTE A TIMELY TENDER.
GUIDELINES FOR COMPLETING CERTIFICATION STATEMENTS IN BOX F CERTIFICATION
After you have read these instructions, place your signature and the
current date in the space provided in Box F. If you are exempt from backup
withholding, you should complete Box F of this Letter of Transmittal to avoid
possible erroneous backup withholding. Enter your correct Taxpayer
Identification Number ("TIN") in Part I, check the box in Part II, and sign and
date the form.
BACKUP WITHHOLDING
Backup withholding will apply if:
1. You fail to furnish us with your taxpayer identification number;
or
2. The Internal Revenue Services notifies us that you furnished an
incorrect taxpayer identification number; or
3. You are notified that you are subject to backup withholding
because you have underreported interest or dividend income to the
Internal RevenueService, or you were required to but failed to
file a return which would have included a reportable interest or
dividend payment; or
<PAGE>
4. You fail to certify to us that you are not subject to backup
withholding or fail to certify your taxpayer identification
number.
TAXPAYER IDENTIFICATION NUMBER
For individuals and sole proprietors, the TIN is the social security
number, which is a nine (9) digit number separated by two hyphens (i.e.
000-00-0000). For corporations, valid trusts, estates, pension trusts,
partnerships, associations, clubs and other organizations which are not
tax-exempt, the taxpayer number is the employer identification number, which is
a nine (9) digit number separated by only one hyphen (i.e. 00-0000000).
EXEMPTIONS FROM BACKUP WITHHOLDING
The following include some of the entities which are specifically
exempt from backup withholding on ALL payments:
- A corporation
- An organization exempt from tax under section 501(a), or an individual
retirement plan (IRA)
- All foreign governments and entities
- A dealer in securities or commodities required to register in the U.S.
- All federal, state and local government entities
- A real estate investment trust
- Nonresident aliens
NOTE: Nonresident aliens are required to sign a Form W-8 or Substitute W-8 Bank
form, Certificate of Foreign Status.
PENALTIES
Under certain circumstances, you may be subject to penalties imposed
by the Internal Revenue Service, as follows:
1. The penalty for failure to furnish your taxpayer identification
number to us will be $50.00 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
2. If you make a false statement with no reasonable basis which results
in no imposition of backup withholding, you are subject to a
penalty of $500.00.
3. If you falsify certifications or affirmations you may be subject to
criminal penalties including fines and/or imprisonment.
<PAGE>
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know
your number, obtain Form SS-5, Application for a Social Security Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
C & F FINANCIAL CORPORATION
NOTICE OF GUARANTEED DELIVERY
OF
SHARES OF COMMON STOCK PURSUANT
TO THE OFFER TO PURCHASE
DATED MARCH 3, 1997
This form or a facsimile copy of it must be used to accept the offer, as defined
below, if:
(a) certificates for common stock, par value $1.00 per share
(the "Shares"), of C&F Financial Corporation, a Virginia
corporation, (the "Company"), are not immediately available;
or
(b) time will not permit the Letter of Transmittal or other
required documents to reach the Company before the
Expiration Date (as defined in Section 1 of the Offer to
Purchase, as defined below).
This form or a facsimile of it, signed and properly completed, may be delivered
by hand, mail, telegram or facsimile transmission to Citizens & Farmers Bank by
the Expiration Date. See Section 4 of the Offer.
CITIZENS & FARMERS BANK
By Mail/Hand: Facsimile Transmission:
------------ -----------------------
P.O. Box 391 Attention: Tom Cherry
621 Main Street (804) 843-2383
West Point, VA 23181
(804) 843-2360
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THAT LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to C&F Financial Corporation, at the Purchase
Price, net to the seller in cash, 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 with the Offer
to Purchase constitute the "Offer"), receipt of which is hereby acknowledged,
Shares of common stock, par value $1.00 per Share (the "Shares"), pursuant to
the guaranteed delivery procedure set forth in Section 4 of the Offer to
Purchase.
ODD LOTS
To be completed only if Shares are being tendered by or on behalf of a person
owning beneficially, as of the close of business on March 3, 1997, and who
continue to own beneficially as of the Expiration Date, an aggregate of fewer
than 100 Shares.
The undersigned either (check one):
[ ] was the beneficial owner, as of the close of business on March 3, 1997
of an aggregate of fewer than 100 shares all of which are being
tendered, or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee
which:
(a) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and
(b) believes, based upon representations made to it by such
beneficial owners, that each such person was the beneficial
owner, as of the close of business on March 3, 1997 of an
aggregate of fewer than 100 shares and is tendering all of such
shares.
Certificate Nos.: _________________________________
<PAGE>
PLEASE TYPE OR PRINT
Name(s): _______________________________________
Address(es): _______________________________________
Area Code and Telephone Number: ___________________
Sign Here: ________________________________________
Dated: ________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States
(each, an "Eligible Institution"), hereby (i) represents that the undersigned
has a net long position in Shares or equivalent securities within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, at
least equal to the Shares tendered, (ii) represents that such tender of Shares
complies with Rule 14e-4, and (iii) guarantees that the certificates
representing the shares tendered hereby are in proper form for transfer
(pursuant to the procedures set forth in Section 3 of the Offer to Purchase),
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantee and any other documents
required by the Letter of Transmittal, will be received by the Company at its
address set forth above within five business days after the date of execution
hereof.
Name of Firm: _______________________________________
Address: _________________________________________
Area Code and Telephone Number: ____________________
AUTHORIZED SIGNATURE
Name: ___________________________________________
Title: ___________________________________________
Dated: ___________________________________________
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
OFFER BY
C&F FINANCIAL CORPORATION
TO PURCHASE FOR CASH
UP TO
210,000 SHARES OF ITS COMMON STOCK
To Brokers, Dealers, Commercial Bank, March 3, 1997
Trust Companies and other Nominees:
We are enclosing the material listed below relating to the Offer by
C&F Financial Corporation, a Virginia corporation (the "Company") to purchase up
to a maximum of 210,000 shares of common stock (the "Shares") at a price of
$21.00 net per share to the selling shareholders, subject to the terms and
conditions of the Offer to Purchase dated March 3, 1997 and the related Letter
of Transmittal (which together constitute the "Offer").
We enclose copies of the following documents:
1. Offer to Purchase dated March 3, 1997;
2. Letter of Transmittal (including Substitute Form W-9 Guidelines)
for your use and for the information of your clients;
3. Letter which may be sent to clients for whose account you hold
Shares in your name or the name of your nominee, with space
provided for obtaining such client's instructions with regard
to the Offer; and
4. Letter dated March 3, 1997, to the Company's shareholders.
Please advise us as to how many additional copies of the tender
offer documents you will require for distribution to your clients by contacting
our Depository Agent, Citizens and Farmers Bank, Attn.: Tom Cherry, P. O. Box
391, West Point, Virginia 23181-0391.
No fees or commissions will be payable to brokers, dealers or
persons for soliciting tenders of Shares pursuant to the Offer. However, the
Company will reimburse brokers, dealers, commercial banks, trust companies, and
other nominees for their reasonable and necessary costs incurred in forwarding
the Offer to Purchase and related documents to beneficial owners of Shares held
by such entities as nominee or in a fiduciary capacity. Please forward all
invoices for reimbursement to Tom Cherry, Chief Accounting Officer, Citizens &
Farmers Bank, P. O. Box 391, West Point, Virginia 23181-0391. No such broker,
dealer, bank, trust company or other nominee has been authorized to act as the
agent of the Company or the Depository.
We urge you to contact your clients promptly. Please note that the
withdrawal deadline, proration date and expiration date are all Friday, March
28, 1997, at 5:00 p.m. Eastern Time (unless extended).
As described in the Offer to Purchase, tenders may be made without
the concurrent deposit of stock certificates and any other required documents,
if such tenders are made by or through a broker or dealer which is a member firm
of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch or agency in the United States. Certificates for shares
<PAGE>
so tendered and any other required documents must be received within five
business days after the Depository has previously received a properly completed
and duly executed Notice of Guaranteed Delivery.
Any questions or requests for assistance or additional copies of the
Offer to Purchase and the Letter of Transmittal may be directed to Tom Cherry,
Vice President and Chief Accounting Officer, or Brad Schwartz, Vice President
and Chief Information Officer, at (804) 843-2360.
Very truly yours,
C&F FINANCIAL CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS THE AGENT OF THE COMPANY OR THE DEPOSITORY, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENTS OR TO MAKE ANY STATEMENTS ON THEIR
BEHALF IN CONNECTION WITH THE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREIN
AND THE STATEMENTS CONTAINED THEREIN.
OFFER BY
C&F FINANCIAL CORPORATION
TO PURCHASE FOR CASH
UP TO
210,000 SHARES OF ITS COMMON STOCK
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated March
3, 1997, and a related Letter of Transmittal (which together constitute the
"Offer"), relating to the Offer by C&F Financial Corporation (the "Company") to
purchase up to a maximum of 210,000 shares of its Common Stock (the "Shares").
The Offer to Purchase and the Letter of Transmittal are being forwarded to you
as the beneficial owner of Shares held by us in your account but not registered
in your name. A tender of such Shares can be made only by us, since we are the
holder of record, but only pursuant to your instructions.
We request your instructions as to whether you wish to tender any or
all Shares held by us for your account, pursuant to the terms and subject to the
conditions set forth in the Offer.
Your attention is called to the following:
1. Shareholders may tender Shares at a price of $21.00 net per
share. To the best of the Company's knowledge, the most recent
trade for the Company's Common Stock was for 300 shares at
$17.75 per share on February 25, 1997.
2. The Offer is not conditioned upon any minimum number of Shares
being tendered, but up to 210,000 shares may be purchased.
3. Tendering shareholders will not be obligated to pay brokerage
commissions, solicitation fees, or (subject to Instruction 7 of
the Letter of Transmittal) stock transfer taxes on the purchase
of Shares by the Company pursuant to the Offer. However, backup
withholding at a 31% rate may be required, unless an exemption
is proved or unless the required tax identification information
is provided. See Instruction 9 to the Letter of Transmittal.
4. The withdrawal deadline, proration date and expiration date of
the Offer are all Friday, March 28, 1997, at 5:00 p.m., Eastern
Time (unless extended).
5. Shares must be validly tendered prior to Friday, March 28,
1997, at 5:00 p.m., Eastern Time, to ensure that at least a
portion of such Shares tendered will be purchased by the
Company.
YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, and returning to us the attached
instruction form. An envelope to return your instructions is enclosed. If you
authorize us to tender your Shares, all such Shares will be tendered unless
otherwise specified. The enclosed Letter of Transmittal is furnished to you for
your information only and cannot be used to tender Shares.
<PAGE>
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter enclosing the
Offer to Purchase dated March 3, 1997, and the related Letter of Transmittal
(which together constitute the "Offer"), relating to the Offer by C&F Financial
Corporation (the "Company") to purchase up to 210,000 shares of its Common Stock
(the "Shares").
This will instruct you to tender the number of Shares indicated (or,
if no number is indicated below, all Shares), which are held by you for the
account of the undersigned, pursuant to the terms and subject to the conditions
set forth in the Offer.
Aggregate number of Shares to be tendered* by us:
------------------------------
*Unless otherwise indicated above, it will be assumed that all of your Shares
held by us are to be tendered.
ODD LOTS
[ ] By checking this box, the undersigned represents that the undersigned
owned beneficially or of record as of March 3, 1997, an aggregate of less
than 100 Shares and is tendering all such Shares.
SIGN HERE
Signature:
--------------------------------------------------------------------
Name(s):
--------------------------------------------------------------------
(Please Print or Type)
Address:
--------------------------------------------------------------------
--------------------------------------------------------------------
(City) (State) (Zip Code)
Area Code and
Telephone No.: (________) ________________
Tax Identification
or
Social Security No.:
---------------------------------------------------------
Dated: ---------------------------------------------------------
[C&F FINANCIAL LETTERHEAD]
March 3, 1997
Stock Repurchase Offer
Dear Shareholder:
I am pleased to inform you that C&F Financial Corporation (the
"Company") is offering to purchase 210,000 shares (representing approximately
10% of currently outstanding shares) of its common stock from its shareholders
through a Tender Offer at a price of $21.00 net per share (the "Offer"). Should
any shareholder tender any of his/her shares according to the terms of this
Offer, and should those shares be accepted for purchase by the Company, the
shareholder will incur no brokerage fees or commissions. To the best of the
Company's knowledge, the most recent trade for the Company's Common Stock was
for 300 shares at $17.75 per share on February 25, 1997.
All of the shares that are validly tendered will, subject to
possible proration, be purchased for cash to be paid to the selling shareholder.
All other shares which have been tendered and not purchased will be returned to
the tendering shareholder. Certificates being tendered may indicate the issuer
as being either "C&F Financial Corporation" or "Citizens and Farmers Bank." Both
forms of certificates represent ownership in C&F Financial Corporation and
therefore both are included in this Offer. The Tender Offer is not conditioned
on any minimum number of shares being tendered.
The Company is making this offer as a part of a plan developed to
enhance shareholder value. Management is making this Offer upon the advice of
the Company's financial advisor, and believes that the stock repurchase will
have no negative impact on the Company's operations or core banking business.
The Offer is explained in detail in the enclosed Offer to Purchase
and Letter of Transmittal. If you wish to tender your shares, detailed
instructions on how to tender those shares are provided in the enclosed
materials. We encourage you to read these materials carefully before making any
decision with respect to the Offer. Please note that the Tender Offer is
scheduled to expire at 5:00 p.m. on Friday, March 28, 1997, unless extended by
the Company. Neither the Company nor its Board of Directors makes any
recommendation to any shareholder as to whether to tender or refrain from
tendering shares. Thank you for your consideration of this Offer.
Sincerely,
Larry G. Dillon
President
FOR IMMEDIATE RELEASE
Monday, March 3, 1997
Contact: Brad E. Schwartz
(804) 843-2364, ext. 121
C&F FINANCIAL CORPORATION [C&F emblem]
C&F FINANCIAL ANNOUNCES STOCK REPURCHASE
[WEST POINT] -- C&F Financial Corporation, the one-bank holding company for
Citizens and Farmers Bank of West Point, announced today it is seeking to
purchase up to 210,000 shares of the Company's common stock, which represents
10% of its outstanding common stock. A price of $21.00 per share will be paid,
which is a premium over the current market value. President and CEO of C&F,
Larry G. Dillon, stated "the primary reason we decided to make a self tender for
our shares was we considered our stock to be undervalued in the market and we
saw this as a great opportunity. Today we will mail a notice to all stockholders
concerning the offer and hope the offering price will motivate many current
shareholders to tender their shares back to the Corporation." Dillon went on to
say "this is a fairly common practice for many companies where there is little
market activity for their stock and where many small shareholders would like to
sell without brokerage commissions."
Citizens and Farmers Bank has offices in West Point, Providence Forge, Quinton,
Norge, Williamsburg, Varina, Saluda, and Tappahannock. C&F Mortgage Corporation
has Virginia office in Richmond, Newport News, Williamsburg and Colonial Heights
and Maryland offices in Bel Aire and Annapolis. C&F Financial Corporation's
stock is traded locally by several Richmond brokerage firms.
FEDERAL HOME LOAN BANK OF ATLANTA
June 2, 1995
Mr. Larry Dillon, President
Citizens and Farmers Bank
P.O. Box 391
West Point, Virginia 23181-0391
Dear Mr. Dillon:
I am pleased to confirm that the Bank has established a Credit Availability for
Citizens and Farmers Bank. The Credit Availability for Citizens and Farmers is
$20 million. Generally, under Credit Availability, Citizens and Farmers will be
able to access most of the Bank's credit products by simply completing an
application draw request form, like the one enclosed.
The Credit Availability is established to let you know, up front, what your
borrowing capacity is. You may request additional funding or an increase to your
Credit Availability by calling your credit analyst and the Bank's Credit
Committee will review and act upon your request.
The Credit Availability is based on Citizens and Farmers' present financial and
operating conditions and may be revised if the Bank determines there is a change
in these conditions. The ability to draw funds will be subject to Citizens and
Farmers' continued creditworthiness, compliance with the terms and conditions of
the application/draw request form, and the pledging of sufficient eligible
collateral to secure advances. Additionally, you are asked to consult with your
credit analyst prior to requesting any significant advance draw (i.e., an
advance in excess of 5% of the institution's total assets).
If you have any questions about this new Credit Availability or about our
products and services, please do not hesitate to call me at 1-800-780-0161. We
look forward to assisting you with your funding needs.
Sincerely,
/s/ Randy B. Gonzalez
Randy B. Gonzalez
Vice President and
Director of Credit Administration
<PAGE>
Federal Home Loan Bank of Atlanta
P. O. Box 105565
Atlanta, GA 30348
CONFIRMATION OF ADVANCE
Citizens and Farmers Bank #8-121-600
Attn: Sandy Fryer
P. O. Box 391 Posted Effective
West Point, VA 23181-0391 12/31/96 12/31/96
TRANSACTION TYPE
NEW MONEY
TRANSACTION TERMS
The Federal Home Loan Bank of Atlanta demand deposit account above has been
credited for the following transaction:
Advance number 3
New Money Amount $3,500,000.00
Index FHLB/Atlanta Overnight Deposit Rate
Spread 0.25%
Maturity Date 9/24/97
Credit Plan Daily Rate Credit
Interest rate adjusts daily based on Index and Spread.
Note: Please notify Credit Services within two (2) business days if there
are any discrepancies.
<PAGE>
Federal Home Loan Bank of America
P. O. Box 105565
Atlanta, GA 30348
TRANSACTION CONFIRMATION
Citizens and Farmers Bank #8-121-600
ATTN: Sandy Fryer
P. O. Box 391 Posted Effective
West Point, VA 23181-0391 02/04/97 02/04/97
TRANSACTION TYPE
Repayment
TRANSACTION TERMS
The Federal Home Loan Bank of Atlanta demand deposit account shown above has
been debited accordingly:
Advance Number 0003
Principal Repayment $2,500,000.00
Interest Collected $1,164.58
Total Principal & Interest $2,501,164.58
Note: Please notify Credit Services within two (2) business days if there
are any discrepancies.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Issuer Tender Offer
Statement of C&F Financial Corporation on Schedule 13E-4 of our report dated
January 17, 1997, appearing in the Annual Report on Form 10-KSB of C&F Financial
Corporation for the years ended December 31, 1996 and 1995.
DELOITTE & TOUCHE LLP
Richmond, Virginia
February 26, 1997
