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Section 1: 8-K (FORM 8-K)

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): June 18, 2015

  

 

Eastern Virginia Bankshares, Inc.

(Exact name of registrant as specified in its charter)

  

 

Virginia   000-23565   54-1866052

(State or other jurisdiction

of incorporation) 

 

(Commission

File Number) 

 

(IRS Employer

Identification No.) 

 

 

330 Hospital Road, Tappahannock, Virginia   22560
(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (804) 443-8400

 

 

 

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:

 

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

 

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

 

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

 

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

  

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Item 8.01 Other Events

  

On June 18, 2015, Eastern Virginia Bankshares, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s redemption (the “Final Redemption”) of the remaining 9,000 shares of its outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”) that were originally issued to the United States Department of the Treasury under the Troubled Asset Relief Program Capital Purchase Program. The Company previously redeemed 15,000 shares of the Series A Preferred Stock in two separate transactions, 10,000 shares in October 2014 and 5,000 shares in January 2015. Following completion of the Final Redemption, no shares of Series A Preferred Stock remain outstanding.

  

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press release dated June 18, 2015.

  

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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.

  

  EASTERN VIRGINIA BANKSHARES, INC.
   
Dated:  June 18, 2015 /s/ J. Adam Sothen
  By: J. Adam Sothen
  Executive Vice President & Chief Financial Officer

 

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Exhibit Index

 

Exhibit No. Description
   
99.1 Press release dated June 18, 2015.

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Eastern Virginia Bankshares, Inc. Announces Final Redemption of Series A Preferred Stock

TAPPAHANNOCK, Va., June 18, 2015 /PRNewswire/ -- Eastern Virginia Bankshares, Inc. (NASDAQ: EVBS) (the "Company"), the one bank holding company of EVB (the "Bank"), announced today the redemption (the "Final Redemption") of the remaining 9,000 shares of its outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A ("Series A Preferred Stock") that were originally issued to the United States Department of the Treasury ("Treasury") under the Troubled Asset Relief Program Capital Purchase Program ("TARP"). In October 2013, Treasury sold all 24,000 shares of Series A Preferred Stock previously held by it to private investors. The Company previously redeemed 15,000 shares of the Series A Preferred Stock in two separate transactions, 10,000 shares in October 2014 and 5,000 shares in January 2015. Following completion of the Final Redemption, no shares of Series A Preferred Stock remain outstanding.

Joe A. Shearin, President and Chief Executive Officer of the Company and Bank, commented, "We are excited to announce the successful repayment of the remaining $9 million of our Series A Preferred Stock. This announcement, along with our repurchase of the TARP warrants from Treasury last month, eliminates the Company's TARP financing and represents great progress in implementing our strategic plan. This repayment fully eliminates a high cost source of capital and will improve our future financial results for our common shareholders. We are very pleased with the progress we have made over the past few years and look forward to continuing to build and strengthen our banking franchise."

The redemption price for the shares of Series A Preferred Stock was the stated liquidation preference amount of $1,000 per share, plus accrued and unpaid dividends. The total aggregate redemption price of the shares of Series A Preferred Stock redeemed in the Final Redemption was approximately $9.1 million. The Final Redemption will result in estimated annual savings of $810 thousand, or $0.04 per fully diluted common share, due to the elimination of payment of dividends on the redeemed shares of Series A Preferred Stock.

Following completion of the Final Redemption, the capital ratios of the Company and the Bank continue to exceed regulatory capital standards to be categorized as well-capitalized.

Forward-Looking Statements

Certain statements contained in this release that are not historical facts, including the anticipated impacts of the Final Redemption, may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, certain statements may be contained in the Company's future filings with the Securities Exchange Commission ("SEC"), press releases, and oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements.

Words such as "believes," "anticipates," "expects," "intends," "targets," "continue," "remain," "will," "should," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those discussed in or implied by such statements. Factors that could cause actual results to differ from those discussed in or implied by the forward-looking statements include, but are not limited to, (i) changes in government monetary policy, interest rates, deposit flow, the cost of funds, and demand for loan products and financial services that impact the financial condition or results of operations of the Company; (ii) other circumstances that may be out of the control of the Company; and (iii) other risk factors disclosed in the Company's filings with the SEC.

Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions and projections within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance, actions or achievements of the Company will not differ materially from any future results, performance, actions or achievements expressed or implied by such forward-looking statements. Readers should not place undue reliance on such statements, which speak only as of the date of this release. The Company does not undertake any obligation to update any forward-looking statement that may be made from time to time by it or on its behalf.

Contact: Adam Sothen
Chief Financial Officer
Voice: (804) 443-8404
Fax: (804) 445-1047



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