THE VIRGINIAN-PILOT
Copyright (c) 1995, Landmark Communications, Inc.
DATE: Thursday, May 11, 1995 TAG: 9505110426
SECTION: BUSINESS PAGE: D1 EDITION: FINAL
SOURCE: By TOM SHEAN, STAFF WRITER
LENGTH: Short : 50 lines
Shareholders of Bank of Suffolk and Bank of Waverly have approved a plan that will fold both institutions into a newly formed holding company named James River Bankshares Inc.
The Bank of Waverly had been hampered in recent years by sluggish growth of assets, deposits, loans and earnings, according to a proxy statement issued to shareholders. In addition, the bank's board had difficulty finding an acquirer, the document said.
``The Bank of Waverly board was also concerned with management's succession,'' the proxy statement said. However, the board preferred that the Waverly bank ``continue to serve its market area as a community bank.''
Discussions about a possible merger with Bank of Suffolk began with a meeting of the banks' chairmen and presidents last June, and an agreement was announced in August.
Bank of Suffolk said Wednesday that the banks' application for merging into a holding company had been approved by the Federal Reserve and that the banks expected to receive approval from Virginia's banking regulators by June 1.
The transaction calls for an exchange of one common share of James River Bankshares for each share of Bank of Suffolk and one share of James River for every 6.15 shares of Bank of Waverly. The banks said they expect to complete this exchange in June or July.
After the transaction, Bank of Suffolk shareholders will own 916,040 shares - or 59.8 percent - of James River Bankshares. Shareholders of the Waverly bank will own 615,000 shares - or 40.2 percent - of the new holding company.
James River Bankshares will be based at the Bank of Suffolk's headquarters.
Harold U. Blythe, president and chief executive officer of the Suffolk bank, will become president and CEO of James River Bankshares. Elmon T. Gray, former chairman of the Bank of Waverly board, will become chairman of the holding company's board.
Glenn T. McCall, president and CEO of Bank of Waverly, will serve as senior vice president and chief financial officer of James River Bankshares.
The Suffolk and Waverly banks said they have applied to have the common stock of James River Bankshares traded on the NASDAQ National Market System. by CNB