Filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
C&F Financial Corporation
(Exact Name of Registrant as specified in its Charter)
Virginia 54-1680165
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
Eighth and Main Streets
West Point, Virginia 23181
(804) 843-2360
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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LARRY G. DILLON Copy to:
President HUGH B. WELLONS, ESQUIRE
C&F Financial Corporation Mays & Valentine
Eighth and Main Streets 1111 East Main Street
West Point, Virginia 23181 Richmond, Virginia 23218
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following block.[x]
If any securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or reinvestment plans, check the following
box.[ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement from the same
offering. [ ]
If the Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to Offering Price Aggregate Amount of
be Registered be Registered Per Unit (1) Offering Price Registration Fee
- -----------------------------------------------------------------------------------------
<S> <C>
Common Stock,
$1.00 par value 100,000 shares $21 $2,100,000 $636
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee according to trades made as of the latest practicable
date prior to the date of filing the registation statement.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, or until the Registration Statement shall become effective such
date as the Commission acting pursuant to Section 8(a) may
determine.
<PAGE>
PROSPECTUS
C&F FINANCIAL CORPORATION
Eighth and Main Streets
West Point, Virginia 23181
(804) 843-2360
DIVIDEND REINVESTMENT PLAN
100,000 SHARES OF COMMON STOCK
($1.00 par value)
This Prospectus relates to 100,000 shares of the $1.00 par
value Common Stock of C&F Financial Corporation (the "Company")
which is proposed to be issued under the C&F Financial Corporation
Dividend Reinvestment Plan (the "Plan"). The Plan provides each
registered holder of its Common Stock with a simple and convenient
method of investing cash dividends in additional shares of Company
Common Stock without fees of any kind. The Plan was adopted by the Board
of Directors of the Company on June 12, 1997.
The price of the shares purchased with reinvested dividends
will be the market price of the shares as determined under the Plan.
The number of shares authorized under the Plan shall be adjusted to
reflect stock dividends and stock splits.
American Stock Transfer & Trust Company (the "Plan
Administrator") will administer the Plan. You may enroll in the Plan
by completing the enclosed Authorization Card.
It is suggested that this Prospectus be retained for future
reference.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
This Prospectus is dated July 1, 1997.
<PAGE>
No person has been authorized to give any information or to
make any representation not contained in this Prospectus, and if
given or made, such information or representation should not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to
purchase any of the securities to which this Prospectus relates,
in any jurisdiction, to or from any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any distribution of the securities to
which this Prospectus relates shall, under any circumstances, create
any implication that the information contained herein is correct at
any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company has filed with the Commission a Form S-3
Registration Statement (the "Registration Statement") under the
Securities Act of 1933 relating to the shares of Company Common Stock
issuable pursuant to the Plan. As permitted by the rules and regulations
of the Commission, this Prospectus omits certain information contained
in the Registration Statement. For further information, reference
is made to the Registration Statement and to the exhibits thereto, which
may be inspected without charge at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of which may be obtained from the Commission at
prescribed rates.
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
can be inspected and copied at the offices of the Commission, at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its
regional offices at the following locations: Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and 75 Park Place, Room 1228, New York, New York 10007.
<PAGE>
Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, 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.
The Company will provide without charge to any person to
whom this Prospectus is delivered, on the written or oral request of any
person, a copy of any or all documents incorporated herein by
reference (other than exhibits to such documents). See "Incorporation
By Reference." Written request should be directed to Stockholder
Relations, C&F Financial Corporation, Eighth and Main Streets, West
Point, Virginia 23181, and telephone requests may be made at the
following number: (804) 843-2360.
<PAGE>
INCORPORATION BY REFERENCE
The Company's latest annual report on Form 10-KSB filed pursuant to
Section 13(a) of the Exchange Act which contains financial statements
for the Company's latest fiscal year ending December 31, 1996 and the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, are specifically incorporated by reference into this
Prospectus. All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the Company's 1996 fiscal year
are specifically incorporated by reference into this Prospectus.
All documents subsequently filed by the Company pursuant to
sections 13, 14 or 15(d) of the Exchange Act, prior to the termination
of the offering of the Common Stock pursuant to the Plan covered by this
Prospectus, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as modified or superseded, to constitute a part of
this Prospectus.
<PAGE>
TABLE OF CONTENTS
THE COMPANY................................................2
DESCRIPTION OF THE PLAN....................................2
Eligibility to Participate............................2
Advantages of the Plan................................3
Enrollment in the Plan................................3
How the Plan Works....................................4
Stock Purchase Procedures.............................4
Statement of Account..................................6
Expenses of the Plan..................................6
Withdrawals...........................................6
Income Tax Status.....................................7
Stock Dividends, Stock Splits and Rights Offerings....8
Voting of Shares Held by the Plan Administrator ......8
Responsibility of the Plan Administrator..............8
INTERPRETATION OF THE PLAN.................................9
AMENDMENT AND TERMINATION OF PLAN.........................10
USE OF PROCEEDS...........................................10
LEGAL OPINION.............................................10
<PAGE>
THE COMPANY
The Company, a Virginia business corporation, is a one-bank holding
company with administrative offices in West Point, Virginia. Its
wholly-owned subsidiary, Citizens and Farmers Bank, offers quality
general banking services to individuals, professionals and small
businesses through branch offices serving the surrounding towns and
counties. Citizens and Farmers Bank has three wholly-owned
subsidiaries. C&F Mortgage Corporation originates and sells
residential mortgages. These mortgage services are provided through
offices in Virginia and Maryland. Brokerage services are offered
through C&F Investment Services, Inc. C&F Title Agency, Inc. offers
title insurance services. Trust services are provided in association
with The Trust Company of Virginia. As of March 31, 1997, the Company
had consolidated total assets of approximately $254 million.
The principal executive offices of the Company are located at
Eighth and Main Streets, West Point, Virginia.
DESCRIPTION OF THE PLAN
The Plan provides the Company's shareholders with a simple and
convenient method for increasing their stock ownership in the Company
by investing their cash dividends in additional shares of Company
Common Stock. The Plan Administrator will administer the Plan.
Except as otherwise referenced below, the Company will absorb all
transaction costs and administrative expenses incurred in connection
with the purchases and recordkeeping of share ownership, reducing the
costs to participants of purchasing and owning shares.
Participation in the Plan is entirely voluntary.
Eligibility to Participate
All holders of the Company's Common Stock with shares registered
in their own name are eligible to participate in the Plan. If your stock
is registered in the name of a bank or broker as nominee, you
<PAGE>
must first transfer some or all of those shares into your own name in
order to participate in the Plan with regard to those shares. You may,
by written notice, join or withdraw at any time as long as the Plan
continues.
Advantages of the Plan
You will receive certain benefits by joining the Plan,
including the following:
(1) Reduced costs of investment. The Plan allows a participant to
acquire additional shares of the Company's Common Stock with no
brokerage commission costs. There are no administrative or service
charges under the Plan, and the Company will absorb any additional
costs of Plan transactions, except for termination costs.
(2) Increased shares. A participant's total shares in the
Company will increase quarterly, thereby generating additional
dividend income to be reinvested.
(3) Simplified recordkeeping. Quarterly statements at the
completion of each investment transaction are provided by the Plan
Administrator to confirm your investments and accumulated holdings as
they occur.
(4) Voting control of equity interest. You will retain the power
to have all shares of the Company's Common Stock held for your account
under the Plan voted in accordance with your directions.
Enrollment in the Plan
To enroll in the Plan, a shareholder must complete and sign the
enclosed Authorization Card and return it to American Stock Transfer
& Trust Company, Attention: Dividend Reinvestment Department, 40
Wall Street, 46th Floor, New York, New York, 10005. An envelope is
provided for this purpose. Additional forms may be obtained at any
time upon written request to the Plan Administrator at the above address
or by telephone at 1-800-278-4353. The Authorization Card is
<PAGE>
required to be signed exactly as the shares are registered. For
example, shares held jointly are required to be executed by all joint
owners.
Participation will begin with the next dividend after the
Authorization Card is received, provided it is received at least one (1)
business day prior to that dividend record date. Should your
authorization be received after that record date, it will be
necessary to delay your participation until the following
dividend.
The Company has paid quarterly cash dividends historically on or
about the 1st day of January, April, July, and October, and the
dividend record date generally precedes the payment date. However, the
Company makes no guarantee of future dividend payments.
Upon enrollment, participation continues automatically until
terminated by the shareholder. Shareholders who enroll in the Plan need
take no further action to participate in the Plan. Any shareholder
wishing to cease participation in the Plan must submit such request
in writing to the Plan Administrator. This written request must be
received by the Plan Administrator at least one (1) day prior to a
particular dividend record date.
How the Plan Works
To participate, a shareholder merely delivers an Authorization
Card to the Plan Administrator, completed and executed by the
participant. Then dividends on shares of Company Common Stock held
by the participant in the Plan will be reinvested in Company Common
Stock. This will include all shares held at the time of enrollment,
plus all shares of Company Common Stock that may be subsequently
purchased.
Stock Purchase Procedures
The Company will deliver, each quarter, to the Plan Administrator
dividends on those shares of Company Common Stock owned by a
participant. The Plan Administrator then promptly will apply a
participant's dividends, combined with those of
<PAGE>
other participants, to the purchase of shares of Company Common
Stock. Funds held by the Plan Administrator shall not bear interest.
The source of shares of Company Common Stock to be purchased under
the Plan generally will be authorized but unissued shares, but also may
include shares of Company Common Stock purchased on the open market
or in privately negotiated transactions, or a combination thereof, as
determined by the Company.
The purchase price of shares purchased from the Company with
reinvested dividends will be based on the average of the closing prices
of the Company's Common Stock in the over-the-counter market for the
five trading days after the record date, or as determined by a duly
constituted committee of the Board of the Company in good faith. The
price of shares purchased on the open market will be the actual cost
to the Plan Administrator of such purchases (excluding brokerage
fees and commissions).
All shares purchased with a participant's dividends will be
credited to his Dividend Reinvestment Plan account. Shares that
accumulate in that account will earn dividends, and these also will be
automatically reinvested.
Since a participant's dividends will seldom be an amount that will
purchase an exact number of shares, purchases for an account will
normally include a fractional share. These fractional shares will earn
proportional dividend income the same as full shares.
The Plan Administrator will hold the stock purchased under the Plan
for the account of each participant until participation in the Plan
terminates. However, a participant may withdraw full shares from his
account on written notice to the Plan Administrator. See the section
"Withdrawals" below for further information.
Separate certificates for the shares purchased under the Plan will
not be issued to participants. All certificates for shares purchased
under the Plan
<PAGE>
will be issued to and held by the Plan Administrator or its nominee
for the benefit of participants. This feature of the Plan protects
against loss, theft or destruction of stock certificates.
Statement of Account
After each dividend payment date, a statement of Plan Account
will be mailed. The statement will show the cost of shares
purchased, current transactions, and total full and fractional shares
held in the Plan Account.
Each participant should keep these statements so as to be able to
establish the cost basis of shares purchased under the Plan.
Expenses of the Plan
Participants will incur no brokerage commissions, service charges
or other fees for purchases made under the Plan. All costs of
administration of the Plan will be paid by the Company, except for
termination costs.
Withdrawals
A participant may withdraw any and all of the full shares held by
the Plan Administrator on written notice to the Plan Administrator.
Upon receipt of a notice of withdrawal of shares, the Plan Administrator
shall promptly transmit to the participant certificates registered in
the participant's name for the full shares withdrawn. Fractional
shares cannot be withdrawn. If you are completely terminating your
participation, you will receive a check for the value, as determined
by the Company, of any fractional share in your account.
To withdraw from the Plan, a participant must notify the Plan
Administrator that all shares registered in the participant's name
are to be withdrawn from the Plan and request the Plan Administrator
to return all shares held in the participant's account.
On termination of participation in the Plan, a participant may
request that all full Plan shares
<PAGE>
credited to his account be sold. Upon receipt of such a request,
the Plan Administrator will arrange for the sale on the open market of
the participant's full shares as soon as practicable. Following the
sale, the Plan Administrator will send the participant a check for the
proceeds of the sale and for the value of any fractional share in the
participant's account less a service charge of $10, plus brokerage
commissions and any applicable taxes. The Plan Administrator may
increase the service charge at any time without notice to participants.
Shares of stock credited to a participant's account may not be
pledged or assigned. A participant who wishes to pledge or assign any
such shares must withdraw such shares and request that a certificate
for such shares be issued in his name.
Income Tax Status
Participants in the Plan will have to report the receipt of
dividend income equal to the fair market value of the Common Stock
purchased with the reinvested dividends. The tax basis of shares
acquired through the Plan will also be equal to the value of the Common
Stock purchased with the reinvested dividends. For example, Company
stock with a value of $100 will be purchased for a participant who
reinvests a $100 cash dividend, and such participant will have to
report dividend income of $100 and will have a basis in the purchased
stock of $100. The holding period for shares acquired through the
Plan will begin on the day following the dividend payment date.
A participant who is subject to withholding tax on the payment of
dividends will receive less stock than a participant who is not
subject to withholding, because less cash will be transferred to the
Plan Administrator for its use in purchasing additional shares.
Additional Tax Information - Each participant will receive a Plan
statement of account after each dividend payment date which details
the year-to-date dividends paid to the participant under the Plan.
<PAGE>
A participant will not realize any taxable income when he
receives a certificate for whole shares credited to his account,
either upon his request for certain of those shares or withdrawal from
or termination of the Plan.
Participants are urged to consult with their own tax advisors
for more specific information with regard to the dividend reinvestment
feature of the Plan.
Stock Dividends, Stock Splits and Rights Offerings
If the Company should declare a stock dividend or split, each
participant's account will be credited with the number of shares
issued pursuant to the Company's action based upon the number of full
and fractional shares held in the participant's account under the
Plan. Shares issued as a result of stock dividends or splits on
shares registered in the name of a participant will be distributed in
the same manner as to those shareholders who are not
participating in the Plan. Rights issued on shares held by the Plan will
also be distributed to participants in the same manner as to other
shareholders.
Voting of Shares Held by the Plan Administrator
Participants will be entitled to vote all full shares and
fractional shares credited to their accounts in the Plan. The Plan
Administrator will provide documents for each participant's signature
directing the Plan Administrator to vote those shares credited to the
account of the participant in accordance with the participant's
instructions on the form. If no instructions are received by the Plan
Administrator from a participant, such participant's shares will not be
voted.
Responsibility of the Plan Administrator
The Plan Administrator will receive the participant's dividend
payments, invest such amounts in additional shares of Common Stock,
maintain continuing records of each participant's account, and advise
participants as to all
<PAGE>
transactions in and the status of their accounts. The Plan
Administrator will act in the capacity of agent for the participants.
All notices from the Plan Administrator to a participant will be
addressed to the participant at his last address of record with the
Plan Administrator. The mailing of a notice to a participant's last
address of record will satisfy the Plan Administrator's duty of giving
notice to such participant. Therefore, participants must promptly
notify the Plan Administrator of any change of address.
Neither the Plan Administrator nor the Company shall have
any responsibility beyond the exercise of ordinary care for any
reasonable and prudent actions taken or omitted pursuant to the
Plan including, without limitation, any claim for liability arising
from failure to terminate a participant's account upon such
participant's death or adjudicated incompetency prior to receipt of
notice in writing of such death or adjudicated incompetency, nor shall
they have any duties, responsibilities or liabilities except such as
are expressly set forth in the Plan.
The participants should recognize that neither the Company nor
the Plan Administrator can provide any assurance that shares purchased
under the Plan will, at any particular time, be worth more or less than
their purchase price.
All transactions in connection with the Plan shall be governed by
laws of the Commonwealth of Virginia.
INTERPRETATION OF THE PLAN
Any question of interpretation arising under the Plan will be
determined by the Board of Directors of the Company pursuant to
applicable federal and state law and the rules and regulations of
all regulatory authorities, which determination shall be final and
binding on all participants.
<PAGE>
AMENDMENT AND TERMINATION OF PLAN
While the Company hopes to continue a dividend
reinvestment plan indefinitely, the Company reserves the right to
suspend or terminate the Plan at any time without approval of the
participants. Additionally, the Company may amend, supplement, or
modify the Plan at any time without the approval of the participants.
Thirty (30) days' notice of any suspension or material amendment will
be sent to all participants, who shall in all events have the right
to withdraw from the Plan.
USE OF PROCEEDS
In the event that shares of Common Stock under the Plan are
acquired from the Company's authorized but unissued shares, the net
proceeds from such sales will be used for general corporate purposes.
LEGAL OPINION
Certain legal matters in connection with the Plan have been passed
upon for the Company by Mays & Valentine, L.L.P., Richmond, Virginia,
which has acted as special counsel in connection with the Plan.
<PAGE>
Part II
Item 14. Other Expenses of Issuance and Distribution.
Registration Fees: less than $500
Legal Fees: $5,000
Accounting Fees: $3,000
Printing Fees: less than $1,000
Other: less than $1,000
Item 15. Indemnification of Directors and Officers.
Title 13.1, Chapter 9, Article 10 of the Code of Virginia of
1950, as amended, permits a Virginia corporation in general to
indemnify any of its officers and directors, and any person serving
at its request as an officer or director or another corporation or
enterprise if he acted in good faith and in a manner which he believed
to be in, or not opposed to, the best interest of the corporation. In
the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The
statute also permits a corporation to provide other or further
indemnity in its articles of incorporation, or in a bylaw or
resolution approved by its directors or shareholders, except for
an indemnity against willful misconduct or a knowing violation of
criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall indemnify a director who entirely
prevails in the defense of any proceeding to which he was a party
because he is or was a director of the corporation. Finally, the
statute authorizes a corporation to purchase and maintain insurance
on behalf of any such person against any liability asserted against
him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability.
The Articles of Incorporation of the Registrant provide
that, to the extent and under the circumstances permitted by Virginia
Code Section 13.1-704B, Registrant shall indemnify any person who was
or is a party or is threatened to be made a party to any action, suit
or proceeding by reason of the fact that he is or was a director or
officer of the Registrant against liabilities, penalties, claims
and fines, including amounts paid in settlement, reasonable expenses,
and attorney's fees, imposed upon, threatened or asserted against him or
her because he or she is or was an officer or director of the
Registrant, except for an indemnity against willful misconduct or a
knowing violation of criminal law.
Item 16. Exhibits.
The following is a list of exhibits included as part
of this registration statement and included herewith at the end of
this registration statement.
Sequential
Exhibit No. Description of Exhibit Page Number
1 Not Applicable.
2 Not Applicable.
4 Not Applicable.
5 Form of opinion of Mays & Valentine
regarding the legality of the
securities being registered
and consent.
8 Not Applicable.
12 Not Applicable.
15 Not Applicable.
23 Consent of Mays &
Valentine, L.L.P.
(included as part of Exhibit 5)
<PAGE>
23.1 Consent of Deloitte & Touche LLP
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
28 Not Applicable.
99 Dividend Reinvestment Plan
Shareholder Authorization Card.
Item 17. Undertakings.
The following undertakings apply to the offering:
(a) Rule 415 Offering. The Registrant is registering securities
under Rule 415 of the Securities Act, therefore it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of West Point, Commonwealth of Virginia, on the 27th day of June, 1997.
C&F FINANCIAL CORPORATION
By: /s/ Larry G. Dillon
----------------------
Larry G. Dillon
President
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
/s/ Larry G. Dillon President June 27, 1997
- --------------------------
Larry G. Dillon (Principal Executive Officer)
and Director
/s/ Thomas F. Cherry Vice President and Chief Accounting June 27, 1997
- --------------------------
Thomas F. Cherry Officer (Principal Financial Officer)
/s/ W. T. Robinson Chairman of the Board and June 27, 1997
- --------------------------
W. T. Robinson Director
/s/ D. N. Sutton, Jr. Director June 27, 1997
- --------------------------
D. N. Sutton, Jr.
Director June , 1997
- --------------------------
Sture G. Olsson
Director June , 1997
- --------------------------
William E. O'Connell, Jr.
/s/ J.P. Causey, Jr. Director June 27, 1997
- --------------------------
J. P. Causey, Jr.
EXHIBIT 5
[Letterhead of Mays & Valentine, L.L.P.]
June 26, 1997
C&F Financial Corporation
Eighth and Main Streets
West Point, Virginia 23181
Gentlemen:
We have participated in the preparation of the
Registration Statement under the Securities Act of 1933 on Form S-3,
including Exhibits (the "Registration Statement"), of C&F Financial
Corporation ("C&F") relating to the registration of 100,000 shares C&F
Common Stock, $1.00 par value, to be issued by C&F pursuant to the
terms of the C&F Financial Corporation Dividend Reinvestment Plan
(the "Plan").
We have been requested to furnish an opinion to be
included as an exhibit to the Registration Statement. In connection
with the furnishing of our opinion, we have examined, among other
things, the Articles of Incorporation and Bylaws of C&F. We have also
examined the Plan and the minutes of the proceedings of the Board of
Directors of C&F, the Registration Statement, and such other records
and documents as we deemed pertinent.
Based on the foregoing, with regard to the
legality of the issuance of the C&F Common Stock being registered
under the Registration Statement, it is our opinion that:
1. C&F has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Virginia, with full power and authority to carry on
business in which it is now and will be engaged.
2. The 100,000 shares of C&F Common Stock being
registered under the Registration Statement pursuant to the Plan
will, when issued, be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to the
Registration Statement and to the reference to us under the caption
"Legal Opinion" in the contained therein.
Sincerely,
/s/ Mays & Valentine, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of C&F Financial Corporation on Form S-3 of our report
dated January 17, 1997, appearing in the Annual Report on Form 10-KSB
of C&F Financial Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Richmond, Virginia
June 27, 1997
EXHIBIT 99
C&F FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION CARD
In accordance with the terms and conditions of the
Dividend Reinvestment Plan (the "Plan") of C&F Financial Corporation
(the "Company"), as described in the Prospectus, dated July 1, 1997, I
hereby appoint American Stock Transfer & Trust Company (the "Plan
Administrator") as my agent, authorize the Company to pay to the Plan
Administrator dividends on my shares of Company Common Stock and
authorize the Plan Administrator to apply such amounts to the purchase
of Company Common Stock in accordance with the terms of the Plan.
I acknowledge receipt of the Prospectus for the Plan and
agree to be bound by the terms and conditions of the Plan. I acknowledge
that the Prospectus is qualified in its entirety by the terms and
conditions as set forth therein. I also acknowledge that the Plan
Administrator shall administer the Plan, but that, under the terms of
the Plan, the Board of Directors has full authority to interpret any
discrepancies or disputes that may arise under the Plan.
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Date: ______________, _____ ____________________________________________ ___________________________________
____________________________________________ ___________________________________
Shareholder(s) Signature(s) Print Shareholder(s) Name(s)
(Sign exactly as your shares are registered) Daytime Telephone Number: ( )
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American Stock Transfer & Trust Company, Attn: Dividend Reinvestment
Department, 40 Wall Street, 46th Floor, New York, New York 10005
