UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 1, 1999
C&F FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Chapter)
Virginia 000-23423 54-1680165
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
-----------------------------------
Eighth and Main Streets
P.O. Box 391
West Point, Virginia 23181
(Address of principal executive offices)
(Registrant's telephone number,
including area code):(804-843-2360)
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
(a) As explained in the attached press release, the board of directors of
C&F Financial Corporation recently approved the repurchase of up to
250,000 shares of Company common stock in blocks of 10,000 shares or
higher at a price of $20.00 per share or less. Management believes it
has agreements to buy 235,000 shares from six shareholders by March 12,
1999. If management does not acquire all 250,000 shares from large
block holders, it may, at its discretion, purchase shares from the
market, with total shares being purchased not to exceed 250,000. The
Company still will be well-capitalized, as defined under applicable
bank holding company regulations, after completing the repurchase.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C&F FINANCIAL CORPORATION,
REGISTRANT
Date: March 1, 1999 By: /s/ Larry G. Dillon
---------------------------------
Larry G. Dillon
President & Chief Executive Officer
For Immediate Release
C&F FINANCIAL CORPORATION
Monday, March 1, 1999
Contact: Thomas Cherry, Senior Vice President & Chief Financial Officer
(804) 843-2360
C&F Financial Corporation Announces
Stock Repurchase
West Point, VA -- (NASDAQ:CFFI) The board of directors of C&F Financial
Corporation recently approved the repurchase of up to 250,000 shares of Company
common stock in blocks of 10,000 shares or higher at a price of $20.00 per share
or less. Acquisitions at this price must be completed prior to the Company's
announced dividend record date of March 15, 1999. Management has discussed
possible purchases with several large shareholders who previously indicated to
management a willingness to sell stock. Management believes it has agreements to
buy 235,000 shares from six shareholders by March 12, 1999. A transaction
involving 100,000 of those shares (from a trust managed in part by a director of
the Company) is subject to approval by the co-trustee and the court. If
management does not acquire all 250,000 shares from large block holders, it may,
at its discretion, purchase shares from the market, with total shares being
purchased not to exceed 250,000.
The following table shows the Company's capital ratios as of December
31, 1998 and the pro forma ratios as of December 31, 1998, assuming the
repurchase of 250,000 shares at $20.00 per share:
<TABLE>
Pro Forma Well Capitalized
December 31, 1998 December 31, 1998 Minimum
<S> <C> <C> <C>
Total Capital 13.4% 11.6% 10.0%
(to risk weighted assets)
Tier 1 Capital 12.5 10.6 6.0
(to risk weighted assets)
Tier 1 Capital 11.5 9.8 5.0
(to average assets)
</TABLE>
As shown in the table above, the Company still will be
well-capitalized, as defined under applicable bank holding company regulations,
after completing the repurchase, and management believes the Company will have
ample capital and liquidity to meet foreseeable needs.
C&F Financial Corporation operates nine retail bank branches located
throughout the Williamsburg to Richmond corridor in Virginia through its
Citizens and Farmers Bank subsidiary. The Company provides mortgage and title
services through C&F Mortgage Corporation's eight offices. C&F Investment
Services, Inc. provides a comprehensive range of investment services.
