-----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, KMGL5AhO4sealerJahTGSvWtPbkCXewCzA0k3P+vJ5mHIqlnCNVgMPwOhKFxOGz1 mfMyKIZNXRqg6EsoIjl3Vw== 0001193125-03-011429.txt : 20030620 0001193125-03-011429.hdr.sgml : 20030620 20030620114149 ACCESSION NUMBER: 0001193125-03-011429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030612 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030620 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28780 FILM NUMBER: 03751226 BUSINESS ADDRESS: STREET 1: P O BOX 215 CITY: FLOYD STATE: VA ZIP: 24091 BUSINESS PHONE: 5407454191 8-K 1 d8k.txt CURRENT REPORT 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) June 12, 2003 ------------ Cardinal Bankshares Corporation ------------------------------- (Exact name of registrant as specified in its charter) Virginia 0-28780 54-1804471 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 101 Jacksonville Circle, PO Box 215 Floyd, Virginia 24091 --------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (540) 745-4191 -------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On June 12, 2003, Cardinal Bankshares Corporation ("Cardinal Bankshares") issued a news release announcing an increase in its common stock dividend payable on June 30, 2003 to holders of record as of June 25, 2003 (the "News Release"). The News Release is attached as Exhibit 99 to this report and is incorporated into this Item 5 by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. (99) The News Release. * * * This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding certain of Cardinal Bankshares' goals and expectations with respect to earnings, earnings per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and statements preceded by, followed by or that include the words "may", "could", "should", "would", "believe", "anticipate", "estimate", "expect", "intend", "plan", "projects", "outlook" or similar expressions. These statements are based upon the current beliefs and expectations of Cardinal Bankshares' management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond Cardinal Bankshares' control). The following factors, among others, could cause Cardinal Bankshares' financial performance to differ materially from that expressed in such forward-looking statements: (1) the strength of the United States economy in general and the strength of the local economies in which Cardinal Bankshares conducts operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on Cardinal Bankshares' loan portfolio and allowance for loan losses; (2) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (3) inflation, interest rate, market and monetary fluctuations; (4) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions); (5) the timely development of competitive new products and services by Cardinal Bankshares and the acceptance of these products and services by new and existing customers; (6) the willingness of customers to accept third party products marketed by Cardinal Bankshares; (7) the willingness of customers to substitute competitors' products and services for Cardinal Bankshares' products and services and vice versa; (8) the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and insurance); (9) technological changes; (10) changes in consumer spending and saving habits; (11) the effect of corporate restructurings, acquisitions and/or dispositions; (12) the growth and profitability of Cardinal Bankshares' noninterest or fee income being less than expected; (13) unanticipated regulatory or judicial proceedings or rulings; (14) the impact of changes in accounting principles; (15) adverse changes in financial performance and/or condition of Cardinal Bankshares' borrowers which could impact repayment of such borrowers' outstanding loans; (16) the impact on Cardinal Bankshares' businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and (17) Cardinal Bankshares' success at managing the risks involved in the foregoing. Cardinal Bankshares cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning Cardinal Bankshares or other matters and attributable to Cardinal Bankshares or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Cardinal Bankshares does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K. 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. CARDINAL BANKSHARES CORPORATION Date: June 19, 2003 By: /s/ Ray A. Fleming ------------------------------------- Name: Ray A. Fleming Title: Executive Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description (99) The News Release. EX-99 3 dex99.txt PRESS RELEASE Exhibit (99) Cardinal Bankshares Corporation 101 Jacksonville Circle Floyd, Virginia 24091 - -------------------------------------------------------------------------------- Contact: Leon Moore Telephone: (540) 745-4191 Chairman of the Board and CEO FAX: (540) 745-4133 Ray A. Fleming Executive Vice President and CFO June 12, 2003 Traded: OTC Bulletin Board Symbol: CDBK For Immediate Release Cardinal Bankshares Corporation Announces 10% Increase In Cash Dividend On Common Stock FLOYD, VA - Cardinal Bankshares Corporation (OTC Bulletin Board:CDBK), parent company for the Bank of Floyd, today announced that its board of directors approved a regular semi-annual cash dividend of $.22 per share. Leon Moore, chairman and chief executive officer reported, "Once again we are pleased to share the Company's success with our shareholders. The dividend declared by the board of directors represents a 10 percent increase over the $.20 per share paid in June of 2002." The cash dividend is payable on June 30, 2003, to shareholders of record as of the close of business on June 25, 2003. "The dividend approved yesterday represents the board's confidence in the financial strength and future growth prospects of the company," added Ray Fleming, executive vice president and chief financial officer. Cardinal Bankshares Corporation (OTC Bulletin Board:CDBK) had assets of $189 million and stockholders' equity of $24 million at March 31, 2003. Cardinal provides a wide range of commercial banking services to individuals and small to medium-sized businesses through its main office located in Floyd, Virginia and its branch locations in Christiansburg, Hillsville, Roanoke and Willis, Virginia. **** 1 -----END PRIVACY-ENHANCED MESSAGE-----