-----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, PwqGcxJOhYQRvl9X0XLCNc8djhfLlO4OTP4bbRM7x9AmD7HD+WHj61pgiaxZg5Bf yHYVRltuKseYm/GZmVP0iQ== 0001144204-10-049346.txt : 20100914 0001144204-10-049346.hdr.sgml : 20100914 20100914171026 ACCESSION NUMBER: 0001144204-10-049346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100908 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100914 DATE AS OF CHANGE: 20100914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Community Bankers Trust Corp CENTRAL INDEX KEY: 0001323648 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 202652949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32590 FILM NUMBER: 101072068 BUSINESS ADDRESS: STREET 1: 4235 INNSLAKE DRIVE CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: (804) 934-9999 MAIL ADDRESS: STREET 1: 4235 INNSLAKE DRIVE CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: Community Bankers Trust CORP DATE OF NAME CHANGE: 20080603 FORMER COMPANY: FORMER CONFORMED NAME: Community Bankers Acquisition Corp. DATE OF NAME CHANGE: 20050413 8-K 1 v196606_8k.htm Unassociated Document


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):  September 8, 2010
___________

COMMUNITY BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
001-32590
(Commission
File Number)
20-2652949
(IRS Employer
Identification No.)
     
4235 Innslake Drive, Suite 200
Glen Allen, Virginia
(Address of principal executive offices)
 
23060
(Zip Code)

Registrant’s telephone number, including area code: (804) 934-9999

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2010, George M. Longest, Jr., President and Chief Executive Officer of Community Bankers Trust Corporation (the “Company”) and Essex Bank, the Company’s wholly owned subsidiary (the “Bank”), stepped down from those positions.  Mr. Longest will assume new responsibilities at a non-executive level within the Bank.  Mr. Longest continues to serve as a director of the Company.
 
Pending a search to identify and hire a new chief executive officer for the Company, on September 8, 2010, the Company assigned the duties of the President and Chief Executive Officer of the Company and the Bank to Rex L. Smith, III.  Mr. Smith, 52, has served as Executive Vice President and Chief Banking Officer of the Bank since May 1, 2010, and he served as the Bank’s Executive Vice President and Chief Administrative Officer from April 2009 to April 2010.  From 2007 to 2009, he was the Central Virginia President for Gateway Bank and Trust and, from 2000 to 2007, he was President and Chief Executive Officer of The Bank of Richmond.
 
On September 9, 2010, the Company announced that it is implementing an expense reduction initiative that includes the elimination of certain management-level positions and the planned centralization of remaining support services from the Maryland and Georgia operations to the Company’s Virginia headquarters.  This initiative includes the elimination, effective October 1, 2010, of the positions held by M. Andrew McLean, the Bank’s Executive Vice President and Corporate Development Officer, and Patrick J. Tewell, the Bank’s Operational Risk Management Officer, each of whom are “named executive officers” in the Company’s Proxy Statement for its 2010 Annual Meeting of Stockholders.  Neither individual will remain with the Bank after October 1, 2010.
 
The Company has not entered into or amended any existing agreement with any of the individuals identified above in connection with the changes.  As previously disclosed, the employment agreement with each of Messrs. Longest, McLean and Tewell provides for payments to him in certain change-in-employment situations, but any such payments are currently restricted under TARP rules relating to executive compensation.
 
The Company issued a press release reporting the management change and initiative described above on September 9, 2010.  The press release is being filed as Exhibit 99.1 to this report.


Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
Exhibit No.  
  Description
     
99.1
 
Press release issued September 9, 2010 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  COMMUNITY BANKERS TRUST CORPORATION
 
(Registrant)
     
     
     
Date:  September 14, 2010
By: 
/s/ John M. Oakey, III
   
John M. Oakey, III
   
General Counsel and Secretary
     


 
EXHIBIT INDEX
 
Exhibit No.  
  Description
     
99.1
 
Press release issued September 9, 2010 
 

 
EX-99.1 2 v196606_ex99-1.htm Unassociated Document

Community Bankers Trust Corporation Announces Management Changes
and Expense Reductions

September 9, 2010 (Glen Allen, Virginia) – Community Bankers Trust Corporation, the holding company for Essex Bank (the “Company”) (NYSE Amex: BTC), announced today that George M. Longest, Jr., President and Chief Executive Officer of the Company and Essex Bank, has stepped down from those positions, effective immediately.  The Company announced further that the Board of Directors has directed its Executive Committee to begin immediately a search to identify and hire a new chief executive officer for the Company.  During the interim period, Rex L. Smith, III, the Bank’s Chief Banking Officer, will assume the responsibilities of the president and chief executive officer.  Mr. Longest will assist with the management transition and assume new responsibilities at a non-management level within the Bank.

The Company also announced that it is implementing an expense reduction initiative that includes the elimination of certain management-level positions and the planned centralization of remaining support services from the Maryland and Georgia operations to the Company’s Virginia headquarters.  This initiative will decrease expenses through the reduction of approximately 10% of its full-time positions at all levels throughout the organization and in each of the Bank’s markets.  The eliminations will represent annual cost savings to the Company of approximately $2.3 million, and most of these positions will be eliminated by October 1, 2010, with others to be phased out during the fourth quarter.  The Company expects that the costs associated with the initiative will not materially affect its results for either the third quarter or fourth quarter of 2010.

Alexander F. Dillard, Jr., the Chairman of the Company’s Board of Directors, stated, “We are very aware of the effect that the management changes and position eliminations will have on individuals that have been extremely important to us over the years, and these decisions have been very difficult.  It is, however, important for the Company to implement this expense reduction initiative consistent with the best interests of its stockholders.  These actions are necessary as a cost savings measure in returning the Company to quarterly profitability, while meeting the banking needs of the communities that we serve.”

Mr. Dillard added, “We are greatly appreciative of the leadership that George Longest has provided to the Company and its predecessors for more than 20 years.”

Mr. Smith stated, “The Company is committed to providing full-service community banking in all of its markets in the most efficient manner.  While management changes and position eliminations are not easy steps to take, it is important for us to increase our focus on revenue-generating items as well as controlling our expenses.  We are looking forward to getting these necessary moves behind us and having our employees, through their service and dedication to the Bank, lead us back to profitability.”


*           *           *           *           *
 
 
 

 

About Community Bankers Trust Corporation

The Company is the holding company for Essex Bank, a Virginia state bank with 25 full-service offices, 14 of which are in Virginia, seven of which are in Maryland and four of which are in Georgia.  The Company also operates two loan production offices.  Additional information is available on the Company’s website at www.cbtrustcorp.com.

Forward-Looking Statements

This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements with respect to the Company’s operations, strategies and goals. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in the following: the quality or composition of the Company’s loan or investment portfolios, including collateral values and the repayment abilities of borrowers and issuers; assumptions that underlie the Company’s allowance for loan losses; general economic and market conditions, either nationally or in the Company’s market areas; the interest rate environment; competitive pressures among banks and financial institutions or from companies outside the banking industry; real estate values; the demand for deposit, loan, and investment products and other financial services; the demand, development and acceptance of new products and services; the Company’s compliance with, and the timing of future reimbursements from the FDIC to the Company, under the shared-loss agreements; consumer profiles and spending and savings habits; the securities and credit markets; costs associated with the integration of banking and other internal operations; management’s evaluation of goodwill and other assets on a periodic basis, and any resulting impairment charges, under applicable accounting standards; the soundness of other financial institutions with which the Company does business; inflation; technology; and legislative and regulatory requirements. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and other reports filed from time to time by the Company with the Securities and Exchange Commission. This press release speaks only as of its date, and the Company disclaims any duty to update the information in it.


Contact:  John M. Oakey, III
Community Bankers Trust Corporation
804-934-9999
 
 
 

 

-----END PRIVACY-ENHANCED MESSAGE-----