-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hl7Ls7yp8s4FxXBIRyTk3mSDZ8rSNih5pypZrZ0Hymlcq05ts5Zk3W0VMzvx2P5x c5MYA0Z3QGaiL5+/Tt1W0Q== 0001046249-98-000003.txt : 19980330 0001046249-98-000003.hdr.sgml : 19980330 ACCESSION NUMBER: 0001046249-98-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL BANKSHARES CORP CENTRAL INDEX KEY: 0001022759 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541804471 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-28780 FILM NUMBER: 98575042 BUSINESS ADDRESS: STREET 1: P O BOX 215 CITY: FLOYD STATE: VA ZIP: 24091 BUSINESS PHONE: 5407454191 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a- 12 CARDINAL BANKSHARES CORPORATION (Name of Registrant as Specified In Its Charter) N.A. (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. Not Applicable. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Not Applicable. March 27, 1998 Dear Stockholder: You are cordially invited to attend the annual meeting of stockholders of Cardinal Bankshares Corporation. The meeting will begin at 2:00 p.m. on Wednesday, April 22, 1998, at The Bank of Floyd Community Room, Floyd, Virginia. Please sign and date the enclosed proxy and mail it in the envelope provided at your earliest convenience. You are also invited to remain after the meeting for light refreshments and visiting. If you plan to attend, please include the enclosed card with your proxy. Very truly yours, Leon Moore President CARDINAL BANKSHARES CORPORATION 101 Jacksonville Circle P.O. Box 215 Floyd, Virginia 24091 PROXY SOLICITED BY BOARD OF DIRECTORS The undersigned hereby appoints William R. Rakes, C.W. Harman, and Ronald Leon Moore or any one or more of them, as proxies, with full power of substitution, to vote all common stock of the undersigned at the Annual Meeting of Stockholders of the Corporation, to be held on April 22, 1998, at 2:00 p.m., and at any adjournment thereof, as follows: (1) To vote FOR election to the Board of Directors of all nominees listed below as a group, unless you insert the word "NO" at the end of this sentence. If you insert the word "NO", you will withhold such authority and cause your shares not to be voted in favor of anyone in the group. _________________. YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE BY LINING THROUGH OR OTHERWISE STRIKING OUT HIS NAME BELOW. Your proxy will then be voted for all nominees not so marked. Nominees for Directors to serve until the 1999 Annual Meeting of Stockholders and until their successors are elected and have qualified, (or if sooner, until their retirement dates under the director retirement policy adopted by the Board of Directors) are: K. Venson Bolt Kevin D. Mitchell J.H. Conduff Ronald Leon Moore W.R. Gardner, Jr. Dorsey H. Thompson C.W. Harman (2) To vote for appointment of Larrowe, Cardwell & Company, L.C., as independent auditor of the Corporation for the year 1998, unless one of the following two alternatives is chosen: AGAINST ( ); ABSTAIN ( ). (3) To vote upon such other business as may be properly brought before the meeting. THE STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF AUTHORITY IS NOT WITHHELD, OR IF NO CHOICE IS SPECIFIED, THE STOCK REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL NOMINEES NAMED ABOVE TO BE ELECTED TO THE BOARD OF DIRECTORS AND FOR APPOINTMENT OF LARROWE, CARDWELL & COMPANY, L.C. AS INDEPENDENT AUDITOR FOR THE CORPORATION FOR 1998. Please sign your name(s) exactly as shown imprinted hereon. If acting as executor or trustee or otherwise in a fiduciary capacity, please sign as such fiduciary. _____________________________________ Signature of Stockholder _____________________________________ Signature of Stockholder Date:________________________________ CARDINAL BANKSHARES CORPORATION 101 Jacksonville Circle P.O. Box 215 Floyd, Virginia 24091 NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of Cardinal Bankshares Corporation: NOTICE is hereby given that the 1998 Annual Meeting of Stockholders of Cardinal Bankshares Corporation will be held at The Bank of Floyd Community Room, Floyd, Virginia, on April 22, 1998, at 2:00 p.m. for the following purposes: (1) Electing Directors for the ensuing year. (2) Approving appointment of the Corporation's independent auditor for the year 1998. (3) Transacting such other business as may properly come before the meeting, or any adjournments thereof. Only stockholders of record at the close of business on March 23, 1998, are entitled to notice of and to vote at such meeting, or any adjournments thereof. Your attention is directed to the Proxy Statement accompanying this notice for a more complete statement regarding matters proposed to be acted upon at the meeting. To ensure that your shares are represented at the meeting, please fill in, date, sign, and mail promptly the enclosed proxy, for which a return envelope is provided. Your proxy is revocable at any time prior to its exercise. By Order of the Board of Directors March 27, 1998 CARDINAL BANKSHARES CORPORATION 101 Jacksonville Circle P.O. Box 215 Floyd, Virginia 24091 PROXY STATEMENT FOR 1998 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 22, 1998 The Board of Directors of Cardinal Bankshares Corporation (the Corporation") solicits the enclosed proxy to be used at the 1998 Annual Meeting of Stockholders to be held at The Bank of Floyd Community Room, 101 Jacksonville Circle, Floyd, Virginia, on Wednesday, April 22, 1998, at 2:00 p.m., and at any adjournment thereof. The cost of solicitation of proxies will be borne by the Corporation. Solicitations will be made only by mail, except that, if necessary, officers and regular employees of the Corporation and The Bank of Floyd may make solicitations of proxies by telegram, telephone or personal calls. Brokerage houses and other nominees may request that copies of the proxy soliciting material be furnished to them for mailing to the beneficial owners of the stock held of record by such brokerage houses and nominees. The Corporation may reimburse them for their reasonable expenses in this connection. All properly executed proxies delivered pursuant to this solicitation will be voted at the meeting in accordance with the instructions therein contained, if any. Any person signing and mailing the enclosed proxy may, nevertheless, revoke the proxy at any time prior to the actual voting thereof. Directors are elected by a plurality of votes properly cast, assuming a quorum is present. All matters coming before the meeting will be approved if the votes favoring such matter exceed those opposing it. Abstentions and broker non-votes will have no direct effect on the election of directors or any other matter which may be considered. An Annual Report to Stockholders, including the Corporation's financial statements for the year ended December 31, 1997, accompanies this proxy statement. This proxy statement and the accompanying proxy are first being sent or delivered to stockholders of the Corporation on or about March 27, 1998. As of March 23, 1998, the Corporation had 511,911 outstanding shares of its common stock, each of which is entitled to one vote at the Annual Meeting. Only stockholders of record at the close of business on March 23, 1998, will be entitled to vote at the meeting, or any adjournment thereof. ITEM 1: ELECTION OF DIRECTORS At the meeting, seven Directors will be elected, to serve until the 1999 Annual Meeting of Stockholders, or if sooner, until their retirement dates under the director retirement policy adopted by the Board of Directors. In the event that any nominee becomes unavailable for election, any proxy voted in his favor will be voted for a substitute nominee. However, the Board of Directors does not anticipate that any nominee will be unavailable for election, and all have consented to be named and to serve if elected. Each nominee hereinafter named has been recommended for election by the Board of Directors. INFORMATION CONCERNING NOMINEES K. Venson Bolt 72 3/12/96 Vice Chairman, The Bank of Floyd; Farmer J.H. Conduff 77 3/12/96 Chairman of the Corporation and The Bank of Floyd; Dentist W.R. Gardner, Jr. 55 3/12/96 Director of Pupil Personnel, Floyd County Public Schools C.W. Harman 74 3/12/96 Retired Farmer and Merchant Kevin D. Mitchell 59 3/12/96 Dairy Farmer Ronald Leon Moore 56 3/12/96 President and Chief Executive Officer of the Corporation and The Bank of Floyd Dorsey H. Thompson 68 3/12/96 Farmer
Principal Occupation and Principal Director Business Conducted Name Age Since Past Five Years
EXECUTIVE COMPENSATION The following table sets forth the compensation of the Corporation's Chief Executive Officer for the fiscal year ended December 31, 1997, 1996 and 1995. No other officer received in excess of $100,000 for the current year. Summary Compensation Table Ronald Leon Moore, 1997 $103,500.00 -- President and Chief 1996 $ 97,700.00 $ 2,940.00 Executive Officer 1995 $ 94,600.00 $ 2,940.00 _____________________ Employer contribution to the Corporation's pension plan for the years indicated.
Name and Capacity All Other in Which Served Year Salary Compensation
DIRECTORS MEETINGS, COMMITTEES AND FEES Directors of the Corporation currently receive a fee of $200 for each board meeting attended and $60 for each committee meeting attended. The Board of Directors held seven meetings during the last fiscal year. All incumbent directors attended at least 75 percent of the aggregate number of meetings held by the Board and meetings of committees on which they served. The Board of Directors has appointed an Audit Committee consisting of the following nonemployee directors: K. Venson Bolt, W.R. Gardner, Jr., Kevin D. Mitchell and Dorsey H. Thompson. The Audit Committee, which met seven times during 1997, reviews the financial records and reports of the Bank and each of its affiliates. The Board of Directors has appointed a Nominating Committee, consisting of Kevin D. Mitchell, K. Venson Bolt and W.R. Gardner, Jr., to consider nominees to stand for election to the Board of Directors. This committee met one time during 1997. The Nominating Committee has no formal procedure for considering nominees proposed by the shareholders. The Board of Directors has not created a Compensation Committee. OWNERSHIP OF COMMON STOCK The following stockholder beneficially owns in excess of five percent of the outstanding common stock of the Corporation. Joseph H. Conduff 51,137 9.9 P.O. Box 113 Floyd, VA 24091 _________________ Includes 5,280 shares owned by his wife.
Name and Address of Amount and Nature of Percent of Class Beneficial Owner Beneficial Ownership
The following table sets forth the beneficial ownership of the Common Stock of the Corporation as of March 23, 1998, by each director (including the Chief Executive Officer) and nominee and all directors and executive officers as a group. K. Venson Bolt 2,956 J.H. Conduff 51,137 9.99 W.R. Gardner, Jr. 440 C.W. Harman 2,034 Kevin D. Mitchell 5,350 1.04 Ronald Leon Moore 2,055 Dorsey H. Thompson 2,909 All directors and 66,881 13.06 Executive officers as a group (7 persons) ___________________________________ Includes shares which may be deemed beneficially owned by virtue of family relationships, joint ownership, voting power or investment power. Less than 1 percent. Includes 176 shares owned with his wife. Includes 5,280 shares owned by his wife. Includes 1,586 shares owned with his wife. Includes 220 shares owned by his wife, 246 shares owned with his wife, and 220 shares owned for his son. Includes 1,100 shares owned by his wife, and 388 shares owned with his wife. Includes 946 shares owned with his wife.
Name of Beneficial Amount and Nature of Percent of Class Owner Beneficial Ownership
Section 16(a) Beneficial Ownership Reporting Compliance Based on a review of the forms submitted to the Corporation during or with respect to its fiscal year ended December 31, 1997, no person required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934 failed to file any such report on a timely basis during that year. CERTAIN TRANSACTIONS Some of the directors and officers of the Corporation and their families are at present, as in the past, customers of the Corporation, and have had and expect to have transactions with the Corporation in the ordinary course of business. In addition, some of the directors and officers of the Corporation are at present, as in the past, also directors and officers of corporations which are customers of the Corporation and which have had an expect to have transactions with the Corporation in the ordinary course of business. Such transactions were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risk of collectibility or present other unfavorable features. ITEM 2: APPOINTMENT OF INDEPENDENT AUDITOR Larrowe, Cardwell & Company, L.C. is being recommended to the stockholders of the Corporation for appointment as independent auditor for the year ending December 31, 1998. Representatives of this firm are expected to attend the meeting and have the opportunity to make a statement and respond to appropriate questions from stockholders. STOCKHOLDER PROPOSALS FOR 1999 If any eligible stockholder intends to present a proposal at the 1999 Annual Meeting of Stockholders, such proposal must be received by the Corporation at its principal executive office, 101 Jacksonville Circle, P.O. Box 215, Floyd, Virginia, on or before December 1, 1998. Otherwise, such proposal will not be considered for inclusion in the Corporation's proxy statement for such meeting. MISCELLANEOUS All properly executed proxies received by the Corporation will be voted at the meeting in accordance with the instructions contained therein. The Board of Directors knows of no matter not identified herein which may properly come before the meeting for action. However, if any other matter does properly come before the meeting, the person or persons named in the proxy form enclosed will vote in accordance with their judgment upon such matter. You are urged to execute and return promptly the enclosed form of proxy. -----END PRIVACY-ENHANCED MESSAGE-----