UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 0-26314
JAMES RIVER BANKSHARES, INC.
Virginia 54-1740210
State of Incorporation IRS Employer Identification No.
1514 Holland Road, Suffolk, Virginia 23434
Registrant's telephone number, including area code: (757) 934-8100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 16, 1999: Common Stock - $55,044,773.
The number of shares outstanding of the registrant's common stock as of
March 16, 1999: 3,741,230.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1998 ("Annual Report") are incorporated by reference in Part
I and Part II of this Form 10-K.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of March 16, 1999, relating
to the beneficial ownership of the Company's Common Stock by (i) each of the
Company's directors and Named Executive Officers, (ii) all of the Company's
current directors and Named Executive Officers as a group, and (iii) other
persons known by the Company to be the beneficial owner of more than five
percent (5%) of the Company's Common Stock. Except as otherwise set forth below,
the Company is not aware of any person or group of affiliated persons who owns
more than 5% of the Common Stock of the Company. All of the Company's directors
and Named Executive Officers receive mail at the Company's principal executive
offices at 1514 Holland Road, Suffolk, Virginia 23434.
Number of Shares Percent of
Name Beneficially Outstanding
Owned Shares
Harold U. Blythe 38,858 (1) 1.04
James E. Butler, Jr. 57,405 (2) 1.53
Bruce B. Gray 99,216 (3) 2.65
Elmon T. Gray 72,512 (4) 1.94
Horace R. Higgins, Jr. 1,763 *
G. P. Jackson 160,000 4.28
Ben P. Kanak 75,176 (5) 2.01
John A. Ramsey, Jr. 51,768 (6) 1.38
Robert E. Spencer, Jr. 49,446 (7) 1.32
Donald W. Fulton, Jr. 5,500 (8) *
James C. Stewart 123,071 (9) 3.29
Current Directors and
Executive Officers as a
Group (11 persons) 734,715 19.50
Bank America Corporation(10) 190,656 (11) 5.10
101 South Tryon Street
Charlotte, NC 28255
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* Less than 1% ownership
(1) Includes (i) 22,750 shares owned jointly by Mr. Blythe and his wife, (ii)
75 shares owned by Mr. Blythe's wife, for which Mr. Blythe disclaims
beneficial ownership, and (iii) 1,500 shares owned by a family trust for
which Mr. Blythe has voting and investment power. Also includes options to
purchase 12,358 shares of Common Stock that are currently exerciseable,
which were granted pursuant to the Company's 1996 Employee Stock Option
Plan ("Option Plan").
(2) Includes 4,485 shares owned by Mr. Butler's wife, for which Mr. Butler
disclaims beneficial ownership.
(3) Includes (i) an aggregate of 45,314 shares held in six trusts for which
Mr. Bruce Gray and Mr. Garland Gray, II share voting and investment power,
(ii) an aggregate of 1,602 in custodian accounts for which Mr. Bruce Gray
and Mr. Garland Gray, II share voting and investment power. Does not
include any shares beneficially owned or otherwise described in this Proxy
Statement by or with respect to Mr. Elmon T. Gray or by Mr. Garland Gray,
II, Mr. Bruce Gray's father and brother respectively. Mr. Bruce Gray
disclaims beneficial ownership of any shares other than the 99,216 shares
listed above.
(4) Includes (i) 6,297 shares owned by Mr. Elmon Gray's wife, Pamela B. Gray,
and (ii) 63,969 shares owned by various family trusts for which Mr. Elmon
Gray shares voting and investment power with NationsBank. Does not include
(i) 84,721 shares owned collectively by Elizabeth Gray Duff, Mr. Elmon
Gray's sister, and her husband and various children, (ii) 93,900 shares
owned collectively by Florence Gray Tullidge, Mr. Elmon Gray's sister, and
her husband and various children, (iii) 95,902 shares owned collectively
by Mary G. Stettinius, Mr. Elmon Gray's sister, and her husband and
various children, or (iv) 15,921 shares owned collectively by Katharine T.
Gray, Mr. Elmon Gray's daughter, and her various children. Also does not
include any shares beneficially owned or other1wise described in the Proxy
Statement by or with respect to Mr. Bruce Gray or Mr. Garland Gray, II,
who are both sons of Mr. Elmon Gray. Mr. Elmon Gray disclaims beneficial
ownership of any shares other than the 2,246 shares he owns individually
and the 63,969 shares owned by family trusts as described above.
(5) Includes 2,571 shares owned by Mr. Kanak's wife, for which Mr. Kanak
disclaims beneficial ownership.
(6) Includes 36,792 shares owned jointly by Mr. Ramsey and his wife and 1,320
shares owned by Mr. Ramsey's wife. Mr. Ramsey disclaims beneficial
ownership of the 1,320 shares owned directly by his wife.
(7) Includes options to purchase 9,000 shares of Common Stock that are
currently exerciseable, which were granted pursuant to the Company's
Option Plan.
(8) Includes options to purchase 4,500 shares of Common Stock that are
currently exerciseable, which were granted pursuant to the Company's
Option Plan.
(9) Includes 1,482 shares owned by Mr. Stewart's wife, for which Mr. Stewart
disclaims beneficial ownership and 2,407 shares owned jointly by Mr.
Stewart and his wife. Mr. Stewart has entered into an Early Retirement
Agreement with FCB. See "Item 11. Executive Compensation- Stewart
Retirement Agreement."
(10) Information regarding BankAmerica Corporation ("BankAmerica") has been
derived by the Company from a Schedule 13G filed by BankAmerica with the
Securities and Exchange Commission ("Schedule 13G"). The 13G states that
BankAmerica filed the 13G on behalf of BankAmerica, NB Holdings
Corporation, 100 North Tryon Center, Charlotte, NC 28255, and NationsBank,
N.A., 110 South Tryon Street, Charlotte, NC 28255.
(11) The Schedule 13G indicates that certain of these shares are subject to
shared voting and dispositive power.
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Signatures
In accordance with Section 13 of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, in the City of
Suffolk, State of Virginia, on April , 1999.
JAMES RIVER BANKSHARES, INC.
By: /s/ Harold U. Blythe
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Harold U. Blythe, President
In accordance with the Exchange Act, this Report has been signed by the
following persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Chairman of The Board April , 1999
- ------------------------------ Director
G. P. Jackson
* Vice Chairman of The April , 1999
- ------------------------------ Board and Director
Bruce B. Gray
/s/ Harold U. Blythe President and Chief Executive April , 1999
- ------------------------------ Officer, Director
Harold U. Blythe (Principal Executive Officer)
* Senior Vice President and April , 1999
- ------------------------------ Chief Financial Officer
Donald W. Fulton, Jr. (Principal Financial and
Accounting Officer)
* Director April , 1999
- ------------------------------
James E. Butler, Jr.
* Director April , 1999
- ------------------------------
Elmon T. Gray
* Director April , 1999
- ------------------------------
H. R. Higgins, Jr.
* Director April , 1999
- ------------------------------
Ben P. Kanak
* Director April , 1999
- ------------------------------
John A. Ramsey, Jr.
* Director April , 1999
- ------------------------------
Robert E. Spencer, Jr.
* Director April , 1999
- ------------------------------
James C. Stewart
*Harold U. Blythe, as attorney-in-fact.
</TABLE>
