Filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-_____
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 TIMOTHY P. VEITH, ESQUIRE
C&F FINANCIAL CORPORATION MAYS & VALENTINE, L.L.P.
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>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS AMOUNT TO OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED PRICE AGGREGATE REGISTRATION
BE REGISTERED (1) PER UNIT (2) OFFERING PRICE FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock,
$1.00 par value 200,000 shares $20.75 $4,150,000 $1,224.25
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(1) The Registrant had previously registered 100,000 shares of its common stock,
par value $1.00 per share, on July 1, 1997, pursuant to Registration No.
333-30497, related to its Dividend Reinvestment Plan (the "1997 Plan"). The 1997
Plan provides for automatic adjustment of the number of authorized shares under
the Plan in the event of a stock dividend or split. The Registrant's common
stock split two-for-one for all shareholders of record on July 6, 1998, payable
on July 20, 1998, such that currently 200,000 shares are authorized for issuance
under 1997 Plan registration. The registration herein relates to the Dividend
Reinvestment and Stock Purchase Plan which amends and restates the 1997 Plan and
registers an additional 200,000 shares of the Registrant's Common Stock.
(2) 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
[SYMBOL]
----------------
AMENDED AND RESTATED DIVIDEND
REINVESTMENT AND STOCK PURCHASE
PLAN
-----------------
<PAGE>
C&F FINANCIAL CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
400,000 SHARES OF COMMON STOCK
($1.00 PAR VALUE)
SUMMARY
The Amended and Restated Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of C&F Financial Corporation (the "Company") 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.
Participants also may make optional cash payments to purchase shares of Company
Common Stock at 100% of market value. This Prospectus relates to 400,000 shares
of Company Common Stock reserved for sale under the Plan.
Investment options offered under the Plan are:
DIVIDEND REINVESTMENT ONLY directs the Company to invest cash dividends on
all or part of the shares then or subsequently held by a participant for the
purchase of additional shares.
DIVIDEND REINVESTMENT AND OPTIONAL CASH PURCHASES directs the Company to
invest cash dividends on all or part of the shares then or subsequently held by
a participant, and also permits a participant to make optional cash payments of
a minimum of $100 and a maximum $1,000 per month for the purchase of additional
shares.
The price of the shares purchased with reinvested dividends and with optional
cash payments will be 100% of the market price of the shares as determined under
the Plan.
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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 August
10, 1998
<PAGE>
American Stock Transfer & Trust Company will administer the Plan. New
participants may enroll in the Plan by completing the enclosed Authorization
Card. Existing participants who wish to continue participation may continue to
do so without any action, unless such participants wish to make optional cash
payments. In this event, existing participants should also complete an
Authorization Card.
It is suggested that this Prospectus be retained for future reference.
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:
<PAGE>
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 75 Park Place, Room 1228, New York, New York 10007.
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.
INCORPORATION BY REFERENCE
The Company's latest annual report on Form 10-K filed pursuant to Section
13(a) of the Exchange Act which contains financial statements for the Company's
latest fiscal year ending December 31, 1997 and the Company's Quarterly Report
on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, 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 1997 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.................................. 5
DESCRIPTION OF THE PLAN...................... 5
Eligibility to Participate.................. 6
Advantages of the Plan....................... 6
Enrollment in the Plan....................... 6
How the Plan Works........................... 7
How to Make Optional Cash Payments....... 8
Stock Purchase Procedures.................... 9
Statement of Account......................... 10
Expenses of the Plan......................... 10
Withdrawals.................................. 10
Income Tax Status............................ 11
Stock Dividends, Stock Splits and Rights
Offerings................................ 12
Voting of Shares Held by the Plan Administrator.12
Responsibility of the Plan Administrator........13
Interpretation of the Plan..................... 13
Amendment and Termination of Plan..............13
USE OF PROCEEDS.................................14
LEGAL OPINION............................... 14
<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 June 30, 1998, the Company had consolidated total assets of
approximately $319 million.
The principal executive offices of the Company are located at Eighth and Main
Streets, West Point, Virginia.
DESCRIPTION OF THE PLAN
The Plan was adopted by the Board of Directors of the Company on July 21,
1998, and replaces the prior Dividend Reinvestment Plan adopted and implemented
by the Company in 1997 (the "1997 Plan"). The primary purpose for amending and
restating the 1997 Plan, as described herein, is to add the optional cash
payment feature. The Plan also now provides that participants may enroll with
respect to all or a part of shares held by them.
The Plan provides the Company's shareholders with a simple and convenient
method for increasing their stock ownership in the Company by investing all or
part of their cash dividends, plus optional cash contributions, in additional
shares of Company Common Stock. American Stock Transfer & Trust Company (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.
<PAGE>
ELIGIBILITY TO PARTICIPATE
All holders of the Company's Common Stock who have shares registered in their
own name are eligible to participate in the Plan. If a participant's stock is
registered in the name of a nominee (for example, a bank, broker, or trustee),
that participant must first become a holder of record by having shares
transferred into his or her own name in order to participate in the Plan. The
participant may, by written notice, join or withdraw at any time as long as the
Plan continues.
ADVANTAGES OF THE PLAN
A participant 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 with reinvested dividends, as frequently as monthly with
optional cash purchases, thereby generating additional dividend income to be
reinvested.
(3) Simplified recordkeeping. Statements at the completion of each
investment transaction are provided by the Plan Administrator to confirm a
participant's investments and accumulated holdings as they occur.
(4) Voting control of equity interest. A participant will retain the power to
have all shares of the Company's Common Stock held for his or her account under
the Plan voted in accordance with the participant's directions.
ENROLLMENT IN THE PLAN
If a shareholder is currently a participant in the Plan and wishes to
continue participation, the shareholder need not take any action. Participation
will continue automatically under the terms of the Plan. However, if a
participant wishes to change their enrollment to partial participation, rather
than participating as to all registered shares, such participant should
appropriately mark this selection on the Authorization Card and return it to the
Plan Administrator.
<PAGE>
If a shareholder is not currently a participant in the Plan and wishes to
enroll, or a shareholder is a participant and wishes to start the CASH OPTION
FEATURE OF THE PLAN, he or she 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 required to
be signed exactly as the shares are registered. For example, shares held jointly
are required to be executed by all joint owners. PARTICIPANTS WHO WANT A MONTHLY
AUTOMATIC-DEBIT OF THEIR CHECKING OR SAVINGS ACCOUNT MUST COMPLETE THE BACK
SECTION OF THE AUTHORIZATION CARD AND ENCLOSE A VOIDED CHECK OR DEPOSIT SLIP.
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 the Authorization Card be received after that
record date, it will be necessary to delay participation until the following
dividend, unless the participant makes an optional cash payment for the purchase
of shares, in which case participation will begin on the first business day of
the first calendar month following receipt provided such payment is received at
least 2 days prior thereto.
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
A participant may select from the following investment options listed on
the Authorization Card:
REINVESTMENT OF DIVIDENDS ON SHARES - Dividends on all or part of the shares
of Company Common Stock held of record will be reinvested if the shareholder
signs and returns the Authorization Card. Participation will include all shares
held at the time of enrollment, unless the shareholder desires partial
participation and properly mark the Authorization Card, plus all shares of
Company Common Stock that are subsequently purchased.
<PAGE>
OPTIONAL CASH PAYMENTS - In addition to the automatic reinvestment of
dividends, any shareholder WHO ALSO PARTICIPATES IN THE DIVIDEND REINVESTMENT
OPTION may make optional cash payments of not less than $100 and not more than
$1,000 on a monthly basis, as described below. Dividends on shares purchased
under the optional cash payment feature of the Plan will be reinvested to
purchase additional shares of Company Common Stock.
HOW TO MAKE OPTIONAL CASH PAYMENTS
In addition to the automatic reinvestment of dividends, each participant may
purchase additional shares of Company Common Stock by making optional cash
payments at any time. Optional cash payments may be made by participants when
enrolling in the Plan by authorizing the automatic debit of a checking or
savings account on the Authorization Card or by sending a check or money order
to the Plan Administrator, made payable to C&F Financial Corporation Dividend
Reinvestment and Stock Purchase Plan. Thereafter, optional cash purchases will
be made monthly by automatic debit or by payments made at any time through the
use of the remittance forms attached to the statements of account provided by
the Plan Administrator. Optional cash payments may not be less than $100 nor
more than $1,000 per month. Except as authorized by automatic debit, there is no
obligation to make optional cash payments at any time.
On the first business day of the month, optional payments received more than
two days prior thereto will be applied by the Plan Administrator to the purchase
of additional shares of the Company's Common Stock at 100% of the fair market
value thereof and credit the shares so purchased to the respective participant's
accounts. Optional cash payments not received at least two days prior to the
first business day of the month will be held by the Plan Administrator without
interest and applied to the purchase of additional shares of Common Stock in the
next calendar month following the date of receipt. Optional cash payments should
be sent to the Plan Administrator so that they will be received AT THE PLAN
ADMINISTRATOR'S OFFICE AT LEAST 2 DAYS BEFORE THE NEXT PURCHASE DATE so that
they can be invested on the first business day of the first calendar month
following receipt rather than on the next purchase date in the purchase cycle.
<PAGE>
STOCK PURCHASE PROCEDURES
Each quarter, the Company will deliver 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 and any
optional cash payments, combined with those of other participants, to the
purchase of shares of Company Common Stock in accordance with the Plan.
The source of shares of Company Common Stock to be purchased under the Plan
for the dividend reinvestment option and the optional cash payment option may,
at the option of the Company, be authorized but unissued shares, or if the
Company does not so issue shares, then from shares purchased in the market.
The purchase price of shares purchased by the Plan Administrator on behalf of
the Plan participants will be the stock's market value for shares purchased with
reinvested dividends and with optional cash payments. In the event the Plan
Administrator purchases shares directly from the Company, with reinvested
dividends or with optional cash purchases, the purchase price of such shares
purchased from the Company will be based on the average of the five most recent
closing prices of the Common Stock on NASDAQ on the earlier of the date of
purchase by the Plan Administrator of shares with respect to reinvested
dividends or the first business day of the month. The Board of Directors may
designate a committee that will have as one of its duties the determination of
such fair market value of the shares to be issued.
All shares purchased with a participant's dividends and any optional cash
payments will be credited to his or her Plan account. Shares that accumulate in
that account will earn dividends, and these also will be automatically
reinvested.
Since a participant's dividends and any optional cash payments will seldom be
an amount that will purchase an exact number of shares, purchases for an account
will normally include a fractional share. This fractional share will earn
proportional dividend income the same as full shares.
<PAGE>
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 or her account on ten days'
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
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.
Participants will also receive a receipt for each optional cash payment sent
to the Plan Administrator and a statement of optional cash payment(s) made as
soon as practicable following the date of purchase. The statement will show the
date, number of shares purchased and the effective purchase price.
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.
WITHDRAWALS
A participant may withdraw all of the full shares held by the Plan
Administrator on five (5) days' 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 a Participant completely terminates participation, he or she will
receive a check for the value, as determined by the Plan Administrator in
accordance with the Plan, of any fractional share in their account.
To withdraw from the Plan, a participant must notify the Plan Administrator
at least five (5) days prior to a particular dividend record date that all or
some of the shares registered in the participant's name are to be withdrawn from
the Plan and request the Plan Administrator to return all or some of the shares
held in the participant's account.
<PAGE>
On termination of participation in the Plan, a participant may request that
all full Plan shares credited to his or her 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 shares 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
request that a certificate for such shares be issued in his or her name.
INCOME TAX STATUS
DIVIDEND REINVESTMENT FEATURE - A shareholder who participates 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.
OPTIONAL PAYMENT FEATURE Since there is no discount for shares purchased with
optional cash payments, a shareholder who participates in the optional cash
payment feature of the Plan will not have to report any income upon receipt of
the shares purchased on his or her behalf in the Plan account.
<PAGE>
However, dividends on shares acquired with optional cash payments will be
reinvested under the Plan to acquire additional shares which will result in the
recognition of dividend income.
ADDITIONAL TAX INFORMATION - The tax basis of any shares acquired through the
Plan will be the fair market value of the shares acquired as of the date of
purchase. The holding period for shares acquired through the Plan will begin on
the day following the dividend payment date.
Each participant will receive a Plan statement of account after each
transaction date, whether pursuant to a dividend payment or optional payment
purchases, if any, under the Plan.
A participant will not realize any taxable income upon receipt of a
certificate for whole shares credited to a Plan account, either upon request for
certain of those shares or withdrawal from or termination of the Plan.
Participants in the Plan are urged to consult with their own tax advisors for
more specific information with regard to the dividend reinvestment and optional
payment features 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 based upon the number
of the full and the 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.
<PAGE>
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. These documents will be in addition
to and separate from proxies solicited from shareholders for all annual and
special shareholder meetings. 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 and
optional cash payments, invest such amounts in additional shares of Common
Stock, maintain continuing records of each participant's account, and advise
participants as to all 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 or her 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, including the optional cash
payment feature, shall be governed by laws of the Commonwealth of Virginia.
<PAGE>
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.
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. It also reserves the right to make modifications to the Plan.
Participants will be notified of any such suspension, termination or
modification. 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
The Company has no basis for estimating either the number of shares that will
ultimately be sold under the Plan or the price at which such shares will be
sold. The Company intends to apply funds derived from the Plan to its general
funds for general corporate use, including investments in or the extension of
credit to its banking and non-banking subsidiaries.
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>
C&F Finanical
Corporation
Eighth and Main Streets
West Point, Virginia 23181
(804) 843-2360
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration Fees: $1,224.25
Legal Fees: approximately $3,000
Accounting Fees: $1,000
Printing Fees: less than $2,000
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.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Not Applicable.
2 Not Applicable.
4 Amended and Restated Dividend Reinvestment
and Stock Purchase Plan.
5 Form of opinion of Mays & Valentine, L.L.P.
regarding the legality of the
securities being registered
and consent.
<PAGE>
8 Not Applicable.
12 Not Applicable.
15 Not Applicable.
23.1 Consent of Mays & Valentine, L.L.P.
(included as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Yount, Hyde & Barbour, PC
25 Not Applicable.
26 Not Applicable.
27 Not Applicable.
28 Not Applicable.
99 Amended and Restated Dividend Reinvestment and Stock
Purchase 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.
<PAGE>
(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 21st day
of July, 1998.
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 July 21, 1998
- ------------------------- (Principal Executive Officer)
Larry G. Dillon and Director
/s/ Thomas F. Cherry Vice President and Chief July 21, 1998
- -------------------- Accounting Officer (Principal
Thomas F. Cherry Financial Officer)
/s/ W. T. Robinson Chairman of the Board and July 21, 1998
- ------------------------- Director
W. T. Robinson
/s/ James H. Hudson, III Director July 21, 1998
- ------------------------
James H. Hudson, III
- ------------------------ Director
Sture G. Olsson
/s/ William E. O'Connell, Jr. Director July 21, 1998
- ------------------------
William E. O'Connell, Jr.
/s/ J. P. Causey, Jr. Director July 21, 1998
- -------------------------
J. P. Causey, Jr.
EXHIBIT 4
C&F FINANCIAL CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. PURPOSES.
The C&F Financial Corporation Amended and Restated Dividend
Reinvestment and Stock Purchase Plan (the "Plan") is intended to provide a
method whereby shareholders of C&F Financial Corporation (the "Company")
will have the opportunity to reinvest cash dividends paid on their shares
and to make optional cash payments in the purchase of shares of Common Stock
of the Company. The Company formerly implemented a similar Dividend
Reinvestment Plan (the "1997 Plan") which provided solely the dividend
reinvestment feature and this amended and restated Plan provides the
addition of the optional cash purchase.
2. ADMINISTRATION.
The Plan shall be administered by American Stock Transfer & Trust
Company (the "Plan Administrator"), or such other designated persons as the
Board of the Company may determine, which shall act as the agent of the
Company with respect to the Plan, and the Company shall designate such
employee or employees of the Company to assist the Plan Administrator as
necessary.
3. ELIGIBILITY AND ENROLLMENT.
All registered shareholders of the Company holding any shares of
Company Common Stock shall be eligible for participation in the Plan. For
current participants in the 1997 Plan, no action shall be required to
continue participation in the Plan; however, an Authorization Card will need
to be completed to add participation in the optional cash purchase feature
or to participate as to less than all of a participant's shares.
Shareholders may enroll in the Plan with respect to all or part of the
shares registered in such shareholder's name. A shareholder desiring to
enroll as a new participant in the Plan shall deliver an authorization form
to the Plan Administrator.
<PAGE>
4. PAYMENT OF DIVIDENDS TO THE FISCAL AGENT.
On the payment date for any cash dividend on Company Common Stock,
the Company shall, or shall cause, the dividends (less withholding taxes, if
any,) payable on all participating shares and all shares held by the Plan
Administrator under the Plan to be paid over to the Plan Administrator. The
Plan Administrator shall apply such dividends to the purchase of Company
Common Stock in accordance with the Plan as soon as practicable.
5. PURCHASE OF COMPANY SHARES WITH DIVIDENDS.
The Plan Administrator shall apply the funds received in conformity
with paragraph 4 hereof, together with any funds held by the Plan
Administrator from prior dividend payments to:
(a) First, the immediate purchase from the Company out of the
Company's authorized but unissued shares of such number of shares of Common
Stock as the Company is then willing to sell to the Plan Administrator for
the purpose of investing such dividends in Company Common Stock, and
(b) Then, the purchase of Company Common Stock on the open
market, which purchases may be made from time to time as soon as practicable
on or after the dividend payment date but shall be made no later than the
first business day of the first calendar month beginning after the dividend
payment date.
<PAGE>
To the extent that any applicable law requires the Company or the
Plan Administrator to withhold taxes in respect of any dividend on the
purchase of shares at less than fair market value, and such sums have not
been withheld by the Company out of the dividends paid over to the Plan
Administrator, the Plan Administrator shall deduct the amounts so required
by law to be withheld from the funds in its hands prior to making the
purchases provided for in this Paragraph 5, and remit such sums to the
Company, which shall be responsible for the proper application thereof.
The per share purchase price of shares acquired from the Company
under paragraph 5(a) above shall be the average of the closing prices of
Company Common Stock as reported on NASDAQ, or other listing service or
exchange upon which the Company's shares are listed or traded from time to
time, for the five (5) trading days immediately preceding the date of the
payment to the Plan Adminstrator by the Company, or, in the alternative, if
no such listing or exchange prices is available, such other price determined
by a duly authorized Dividend Reinvestment Plan Committee of the Company
(the "Committee") consisting of not less than four persons, three of which
shall be members of the Company's Board of Directors (at least two of which
shall be outside directors) and one of which shall be a non-Board member
experienced in the financial markets and securities business. In determining
the per share purchase price in the absence of a listing service or exchange
quoted price, the Committee shall take into consideration the book value of
the Common Stock of the Company, the relationship between the traded price
and book value of shares for financial institutions of similar size and
similar operating results to the Company, any recent trades of the Common
Stock of the Company brought to the attention of the Committee and such
additional relevant information as the Committee in its judgment deems
necessary.
The per share purchase price charged to each participant's account in
respect of shares purchased in the open market under paragraph 5(b) above by
the Plan Administrator shall be the average actual purchase prices paid by
the Plan Administrator for the shares so purchased in respect of the
particular amount reinvested or invested, net of federal transactional
taxes, if any.
6. OPTIONAL CASH PAYMENTS.
A Participant in the Plan shall be entitled to make monthly optional
cash payments to the Plan Administrator, through use of automatic debit or
other means authorized by the Plan Administrator, of not less than $100 nor
more than $1,000 in any one month period. The Plan Administrator shall apply
the funds received pursuant to this Paragraph 6 to:
(a) First, the purchase, on the earlier of (i) the same day of
the month as purchases are made from dividends being reinvested under
Section 5 or (ii) on the first business day of the month, provided such
optional payments are received by the Plan Administrator at least 2 days
prior thereto, from the Company of such number of shares of Common Stock out
of the Company's authorized but unissued shares as the Company is then
willing to sell to the Plan Administrator for the purpose of investing such
optional cash payments in Company Common Stock, and
(b) Then, to the purchase of Company Common Stock on the open
market on the first business day of the first calendar month beginning after
receipt, provided such optional payments are received at least 2 days prior
thereto.
<PAGE>
The per share purchase price of shares acquired under
paragraph 6(a) shall be the average of the closing prices of Company stock
as reported on NASDAQ for the five (5) trading days immediately preceding
the transaction date. The per share purchase price of shares acquired under
paragraph 6(b) shall be determined in the same manner as provided in the
last paragraph of Section 5 above.
With respect to purchases under paragraphs 6(a) and 6(b), the Plan
Administrator will apply the funds received to the purchase of additional
shares of the Company's Common Stock at 100% of the fair market value
thereof, and credit the shares so purchased to the respective participant's
accounts. Optional cash payments not received within the time limits set
forth in Sections 6(a) and 6(b) will be held by the Plan Administrator
without interest and applied to the purchase of additional shares of Common
Stock in the next month following the date of receipt.
7. DIVIDEND REINVESTMENT ACCOUNTS.
The Plan Administrator shall maintain a dividend reinvestment account
for each Participant in the Plan to which shall be credited, on each
dividend payment date, the dividends applicable to such Participant's
participating shares and, upon receipt, each optional payment. Upon purchase
of shares by the Plan Administrator in conformity with paragraph 5 or 6
hereof, each Participant's pro rata portion of the applicable purchase price
of such shares as set forth in Paragraph 5(a), 5(b), 6(a) or 6(b), as
applicable, shall be charged to the Participant's account and each
Participant's pro rata portion of the shares purchased (including fractional
shares calculated to three decimal places) shall be credited to such
Participant's account.
<PAGE>
8. REGISTRATION OF SHARES.
All shares held by the Plan Administrator under the Plan shall be
held in the name of the Plan Administrator or its nominee.
9. INTEREST.
Funds held by the Plan Administrator shall not bear interest.
10. PARTICIPATION AND WITHDRAWALS FROM THE PLAN.
A shareholder of the Company who has filed an authorization card
shall be deemed a Participant with respect to 100% of the shares registered
in such Participant's name unless partial participation as to a specified
number of shares is marked on the Authorization Card. If part of such shares
are transferred out of the Participant's name, such shares so transferred
shall cease to participate in the Plan but the remainder of such
Participant's shares shall continue to participate in the Plan.
Even if a Participant withdraws from the Plan or disposes of all
shares registered in such Participant's name, such Participant shall
continue to be a Participant in the Plan with respect to the shares in such
Participant's account with the Plan Administrator until all shares held by
the Plan Administrator in such Participant's account have been withdrawn
pursuant to Paragraph 11 or such Participant's participation in the Plan has
terminated pursuant to Paragraph 12.
11. WITHDRAWAL OF SHARES BY PARTICIPANTS.
A Participant shall be entitled to withdraw all full shares held by
the Plan Administrator for such Participant's account on five (5) days'
written notice to the Plan Administrator.
<PAGE>
12. TERMINATION OF PARTICIPATION IN THE PLAN.
A Participant's participation in the Plan shall terminate if:
(a) The Participant notifies the Plan Administrator at least 2
days prior to a dividend record date that the Participant desires to
terminate his participation in the Plan;
(b) The Participant withdraws all full shares held by the Plan
Administrator in such Participant's account; or
(c) The Company terminates the Plan.
13. DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS.
Upon receipt of a notice of withdrawal of shares held by the Plan
Administrator and upon termination of a participation in the Plan, the
Company or the Plan Administrator shall, after the expiration of the notice
period, transmit to the Participant certificates registered in the
Participant's name for the full shares withdrawn or, in the case of the
termination under Paragraph 12, for all shares in the Participant's account,
provided however, if notice of withdrawal or termination is received by the
Company after the second business day prior to the record date for the
determination of shareholders entitled to a dividend and before the payment
date for such dividend, the shares shall be distributed, together with
shares acquired with such dividend for the Participant's account, promptly
after the completion of the reinvestment of such dividend in Company Common
Stock.
If a distribution of shares is made by the Plan Administrator in
connection with a termination under Paragraph 12, the share certificates
delivered to the Participant shall be accompanied with a check for the fair
value of any fractional share in the Participant's account. The fair value
of such fractional share shall be calculated based upon the value of the
Common Stock as of the close of business on the trading date immediately
preceding the date the participant's account is terminated.
<PAGE>
Upon a Participant's termination of participation in the Plan, he may
request that all full Plan shares credited to his account in the Plan be
sold. Upon receipt of such a request, the Plan Administrator will arrange
for the sale in the open market of such 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 shares in the Participant's account less a service charge of
$10.00, plus brokerage commission and any applicable taxes.
14. FRACTIONAL SHARE ACCOUNT.
The Plan Administrator shall maintain fractional share accounts on
behalf of each Participant. The Plan Administrator shall purchase and sell
whole shares from the Company and in the market under Sections 5 and 6
hereof to satisfy such fractional share requirement.
15. VOTING.
The Company or the Plan Administrator will supply each Participant
with proxy statements and proxy forms indicating the number of full and
fractional shares held by such Participant. The Plan Administrator will vote
each Participant's full shares in conformity with the instructions shown on
the proxy cards returned to the Plan Administrator or the Company, and
similarly, the Plan Administrator will aggregate the vote of each
Participant's fractional share in conformity with the instructions on such
proxy card with the fractional share votes of all other participants who
have instructed the Plan Administrator to vote their shares on the same
matters in the same manner such that the fractional share votes can be
aggregated into full share votes. If no instructions are received from a
Participant, such Participant's shares will not be voted.
<PAGE>
16. STOCK DIVIDENDS, DIVIDENDS IN KIND AND RIGHTS.
Dividends paid in
Common Stock of the Company will be delivered to the Plan Administrator and
credited to the accounts of Participants in conformity with their rights
thereto.
Dividends in shares other than Common Stock, property or other
similar distributions and rights offerings shall be distributed to
Participants in the same manner and to the same extent as to other
shareholders.
17. REPORTS TO PARTICIPANTS.
Each Participant shall receive a statement of account following the
payment date for each dividend declared and paid by the Company (or a
monthly statement if a Participant makes optional cash purchases) showing
the amounts invested for the Participant's account, the purchase price and
number of shares purchased and other information for the year to date. Each
Participant also will receive a Prospectus for the Plan, and the Company's
Annual Report. In addition, Participants will receive copies of all
communications sent by the Company to the holders of Company Common Stock as
a class.
18. ADMINISTRATION AND INTERPRETATION.
The Board of Directors of the Company, or a duly appointed committee
of the Board of Directors, shall have absolute authority, in its sole
discretion, to interpret and construe any and all provisions of the Plan, to
adopt rules and regulations for administration of the Plan and to make all
other determinations deemed necessary or advisable for administration of the
Plan, including without limitation, the authority to sell or buy or make
other reasonable arrangement to deal with rights or property occurring in
respect of fractional interests in shares.
<PAGE>
19. GOOD FAITH.
Neither the Company, the Plan Administrator nor any director, officer
or agent of the Company or the Plan Administrator shall have any liability
to the Participants for any acts done in the performance of duties hereunder
in good faith or any good faith omissions to act.
20. AMENDMENT AND TERMINATION OF THE PLAN.
The Company reserves the right to amend, modify, suspend or terminate
the Plan at any time.
21. GOVERNING LAW.
The Plan, its operation and administration shall be governed by the
laws of the Commonwealth of Virginia, and the laws applicable to bank
holding companies national banking associations.
22. EFFECTIVE DATE.
This Plan shall be effective when the Plan has been approved and
adopted by the Board of Directors and all appropriate regulatory approvals
have been obtained.
Approved by the Board of Directors on July 21, 1998.
[Letterhead of Mays & Valentine, L.L.P.]
August 7, 1998
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 200,000 additional shares (200,000 shares previously registered) of C&F
Common STock, $1.00 par value, to be issued by C&F pursuant to the terms of the
C&F Financial Corporation Amended and REstated Dividend Reinvestment and Stock
Purchase 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 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 200,000 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 w9th 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.
---------------------------
Mays & Valentine, L.L.P.
EXHIBIT 23.2
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
- -------------------------
Deloitte & Touche LLP
Richmond, Virginia
August 6, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 15, 1998, on the consolidated
financial statements of C&F Financial Corporation as of December 31, 1997, and
for the period ended December 31, 1997, which appears in the annual report on
Form 10-K of C&F Financial Corporation for the year ended December 31, 1997.
/s/ Yount, Hyde & Barbour, P.C.
-------------------------------
Young, Hyde & Barbour, P.C.
Winchester, Virginia
August 5, 1998
C&F FINANCIAL CORPORATION
AMENDED AND RESTATED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION CARD
I hereby appoint the Plan Administrator, American Stock Transfer &
Trust Co., as my agent under the terms and conditions of the Amended and
Restated Dividend Reinvestment and Stock Purchase Plan (the "Plan") and
authorize C&F Financial Corporation (the "Company") to pay to the Plan
Administrator and the Plan Administrator to receive all or part, as
indicated below, the cash dividends on my shares of Company Common Stock,
and any optional cash investment made by the undersigned, and to purchase
shares of Company Common Stock under the terms and conditions set forth in
the Prospectus that accompanies this authorization card. I understand that I
may terminate my participation in the Plan at any time by notifying the Plan
Administrator in writing.
[ ] FULL DIVIDEND INVESTMENT - to have cash dividends on all registered
shares of common stock automatically invested and to have the option
of investing additional amounts by making cash payments.
[ ] PARTIAL DIVIDEND INVESTMENT - to have cash dividends on _____ shares
of common stock (PLEASE INDICATE NUMBER OF SHARES) automatically
invested and continue to receive cash dividends on the remaining
share balance, and to have the option of investing additional
amounts by making cash payments.
[ ] OPTIONAL CASH INVESTMENT - Enclosed is a check or money order for my
optional cash payment of $____________ (minimum $100, maximum $1,000
in any month to be invested in Company Common Stock under the Plan).
Checks should be paid to: Plan Administrator, American Stock
Transfer & Trust Company.
I acknowledge receipt of the Plan Prospectus and agree to be bound by
the terms and conditions of the Plan.
Date: ______________,
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
Print Shareholder(s) Name(s) Shareholder(s) Signature(s)
(Sign exactly as your shares are
registered)
( )
-------------------------------- -------------------------------------
Telephone Number
*** IMPORTANT: SEE REVERSE FOR AUTOMATIC MONTHLY DEDUCTION OPTION ***
AMERICAN STOCK TRANSFER & TRUST COMPANY, Attn: Dividend Reinvestment
Department, 40
Wall Street, 46th Floor, New York, New York,
10005
<PAGE>
COMPLETE THIS PART ONLY IF YOU WANT AUTOMATIC MONTHLY DEDUCTION
I (We) hereby authorize American Stock Transfer & Trust Company to make monthly
automatic transfers of funds from the checking or savings account in the amount
stated below. This monthly deduction will be used to purchase C&F Financial
Corporation shares for deposit into my (our) C&F Financial Corporation Amended
and Restated Dividend Reinvestment and Stock Purchase Plan account.
<TABLE>
<CAPTION>
<S> <C>
Signature(s) ____________________________________________________ -------------------------------------------------
Date ____________________________________________________________ Daytime Phone Number ( )
---------------------------
1. Indicate the Type of Account: Checking or Savings. 5. Print the ABA number (Bank Number) from your
check or savings deposit slip.
2. Print the complete Bank Account Number 6. Print the amount of the automatic monthly
deduction. Indicate the monthly amount to be
transferred from your account. The minimum is
3. Print the name on Bank Account as it appears on your bank statement. $100 and the maximum is $1,000 per month from
your checking or savings to purchase C&F's
4. Print the complete name of your financial institution, shares.
including the branch address.
</TABLE>
FILL IN THE INFORMATION BELOW FOR SHARE PURCHASES USING AUTOMATIC MONTHLY
DEDUCTION. Please print all items.
1. Type of Account: Checking Savings 4.
------------------------------
Financial Institution
2. -------------------------------------- -----------------------------
Bank Account Number Branch Name
3. -------------------------------------- -----------------------------
Name on Bank Account Branch Street Address
PLEASE VERIFY ITEMS 2 AND 5 WITH
YOUR BANK BEFORE SUBMITTING THIS FORM. -----------------------------
PLEASE ENCLOSE A COPY OF A VOIDED CHECK
OR SAVINGS DEPOSIT SLIP TO VERIFY BANKING Branch City, State and Zip
INFORMATION. Code
5. -----------------------------
ABA Number
6. $
------------------------------
Monthly Amount Debited
