UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
SWVA BANCSHARES, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
785040106
(CUSIP Number)
Charles R. Haywood
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2510
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
<PAGE>
CUSIP No. 785040106
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Nelson
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
26,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 26,000 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.0%
14 Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This Schedule 13D is being filed by Richard J. Nelson and
relates to the common stock, $.10 par value (the "Common Stock"), of SWVA
Bancshares (the "Issuer"). The address of the principal executive
offices of the Issuer is 302 Second Street, Roanoke, Virginia 24011.
Item 2. Identity and Background
(a)-(c) Mr. Nelson is self-employed as a banking consultant with
LaSalle Capital Management, Inc., and his business address is 350 East
Michigan, Suite 500, Kalamazoo, Michigan 49007.
(d)-(e) During the past five years, Mr. Nelson has not been
convicted in a criminal proceeding (excluding traffic violations).
On December 9, 1996, Standard Financial, Inc. filed a civil lawsuit
(case No. 96-C-8037) in the United States District Court for the Northern
District of Illinois (the "Court") naming as defendants LaSalle/Kross
Partners, Limited Partnership (the "Partnership"), the general partners of
the Partnership, Peter T. Kross and Mr. Nelson (collectively, the
"defendants" or the "Group"). The lawsuit requested injunctive relief and
claimed that the defendants had made a false and misleading Schedule 13D
filing with respect to beneficial ownership of Standard Financial, Inc.'s
common stock. On February 11, 1997, the Court entered a Memorandum
Opinion and Order granting in part and denying in part Standard
Financial's request for injunctive relief. On March 19, 1997, the Court
modified that order. The Court ordered, among other things, that (1) the
Group amend its Schedule 13D with respect to Standard Financial to reflect
the Group's "purpose to acquire control over and influence the policies of
Standard by electing the Partnership's own nominees to Standard's board of
directors"; (2) "Defendants are temporarily enjoined from purchasing or
selling any shares, in their individual capacities or on behalf of the
Section 13(d) group, but not in a licensed or registered capacity, or
otherwise seeking control of Standard until seven days after they have
filed [an] amended Schedule 13D" in compliance with the Court's order; and
(3) "Defendants are temporarily enjoined from violating Section 13(d) and
ordered to amend Schedule 13D with regard to Standard from time to time as
necessary to comply with federal law." Thereafter, the defendants
promptly complied with the Court's order and filed an amended Schedule
13D.
(f) Mr. Nelson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Mr. Nelson to acquire his
shares as reported herein is $435,263. Such funds were provided from Mr.
Nelson's capital. The shares beneficially owned by Mr. Nelson are held in
an individual retirement account operated by J.C. Bradford & Co.
Item 4. Purpose of Transaction
Mr. Nelson's goal is to profit from appreciation in the market price
of the Common Stock. Mr. Nelson expects to actively assert shareholder
rights, in the manner described below, with the purpose to acquire control
over and influence the policies of the Issuer by electing his own nominee
to the Issuer's board of directors, with the intent of influencing a
business combination involving the Issuer.
By letter dated September 10, 1997, Mr. Nelson stated his intent to
nominate Dewey W. Chapple, Jr. for election as a director of the Issuer at
the 1997 Annual Meeting of Stockholders. A copy of that letter is
attached as Exhibit 1. Prior to that letter, Mr. Nelson had corresponded
with the Issuer regarding the possibility of Mr. Chapple's becoming a
Board nominee for election to the Board of Directors of the Issuer. The
Board refused to nominate Mr. Chapple.
Mr. Nelson is currently requesting J.C. Bradford & Co. (which holds,
in an individual retirement account, the shares beneficially owned by Mr.
Nelson) to request that Cede & Co., the nominee of The Depository Trust
Company, demand of the Issuer certain stock ledger, stockholder list, and
books and records of the Issuer. The completion of such a demand in the
form contemplated would allow Mr. Nelson to inspect the stock ledger,
stockholder list, and books and records of the Company, as well as allow
Mr. Nelson access to other stockholder-related information in the
possession of the Issuer or its agents or representatives.
Mr. Nelson's purpose in seeking a representative on the Board of
Directors is primarily to attempt to influence the Board of Directors to
consider all possible strategic alternatives available to the Issuer in
order to increase the market price of the Common Stock. One way of
achieving this goal is to seek out another financial institution and
attempt to implement a business combination. Mr. Nelson is interested in
influencing the Issuer's Board of Directors to explore seriously, in
consultation with independent financial advisors, this and other possible
means of improving the market price of the Common Stock, to the extent
such options may not have already been fully explored. To the extent such
influence may be deemed to constitute a "control purpose" with respect to
the Securities Exchange Act of 1934, as amended, and the regulations
thereunder, Mr. Nelson has such a purpose.
The above-stated purpose to control is unrelated to the Office of
Thrift Supervision ("OTS") regulations. Specifically, Mr. Nelson is aware
that regulations promulgated by the OTS contain separate standards with
regard to acquisition of "control" of a federally chartered savings
institution, such as the Issuer's subsidiary bank. Those regulations
require OTS approval for acquisition of control under certain conditions.
Some of the provisions are based in part on numerical criteria. One of
the provisions creates a rebuttable presumption of control where a person
acquires more than 10 percent of the voting stock of a savings association
and other conditions are met. Another provision creates a rebuttable
presumption of control where a person acquires proxies to elect one-third
or more of the savings association's board of directors and other
conditions are met. Mr. Nelson has no present plans to cross these
numerical thresholds.
Mr. Nelson intends to continue to evaluate the Issuer and its
business prospects and intends to consult with management of the Issuer,
other shareholders of the Common Stock or other persons to further his
objectives. Mr. Nelson may make further purchases of shares of the Common
Stock or may dispose of any or all of his shares of the Common Stock at
any time. At present, and except as disclosed herein, Mr. Nelson has no
specific plans or proposals that relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. Mr. Nelson intends to continue to explore the options
available to him. Mr. Nelson may, at any time or from time to time, review
or reconsider his position with respect to the Issuer and may formulate
plans with respect to matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) Mr. Nelson beneficially owns 26,000 shares of the Common
Stock, constituting approximately 5.0% of the issued and outstanding
shares of the Common Stock, based on the number of outstanding shares
reported on the Issuer's Quarterly Report on Form 10-Q for the period
ended March 31, 1997. (According to a press release of the Issuer dated
August 15, 1997, as of that date the Issuer had 510,984 shares
outstanding. If that figure is used, Mr. Nelson beneficially owns shares
of the Common Stock constituting 5.1% of the issued and outstanding shares
of the Common Stock.) Mr. Nelson has sole voting and investment power
with respect to those shares.
(c) The following transactions are the only purchases of the Common
Stock made by Mr. Nelson, all of which were made in over-the-counter
purchases:
DATE NUMBER OF SHARES COST PER SHARE
4/30/97 20,000 $15.97
9/3/97 6,000 $19.00
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
No. Description
1 Letter from Richard J. Nelson to Barbara C. Weddle, dated
September 10, 1997.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: September 10, 1997
/s/ Richard J. Nelson
Richard J. Nelson
EXHIBIT 1
LASALLE CAPITAL MANAGEMENT, INC.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
______________________
(616) 344-4993
September 10, 1997
Chairman of the Nominating Committee
C/O Barbara C. Weddle
Senior Vice President and Secretary
SWVA Bancshares, Inc.
302 Second Street
Roanoke, VA 24011-1597
Re: Notice of Intent to Nominate Director
Dear Chairman:
This letter constitutes a notice of intent by Richard J. Nelson to
nominate Dewey W. Chapple, Jr. for election as a director of SWVA
Bancshares, Inc. (the "Corporation") at the 1997 Annual Meeting of
Stockholders of the Corporation. This notice is being provided to you, as
Chairman of the Nominating Committee of the Corporation, pursuant to
article 7.D. of the Corporation's Restated Articles of Incorporation as
delivered to me by the Corporation. I am the beneficial owner of 26,000
shares of Common Stock of the Corporation.
Set forth below is certain information required by Article 7.D. of the
Corporation's Restated Articles of Incorporation. The information below
fully responds to all of the requirements of Article 7.D.
PROPOSED NOMINEE:
Name Age Business Address Residence Address
Dewey W. Chapple, Jr. 62 1974-A Hendersonville 2866 Robin Hood Rd.
Rd. Winston-Salem,
Ashville, NC 28803 NC 27106
Principal Occupation-Mortgage Loan Specialist/Developer
Number of Shares Owned by Nominee-None (Mr. Chapple intends to purchase
shares in the Corporation in the near future).
Please acknowledge receipt of this notice.
Sincerely,
/s/ Richard J. Nelson
Richard J. Nelson
RJN:jn
