UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FIRST BANKSHARES, INC.
Common Stock, par value $3.20 per share
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(Title of Class of Securities)
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31928A101
First Bankshares, Inc.
3535 Bridge Road
P.O. Box 1340
Suffolk, Virginia
23439
Attention: Darrell G. Swanigan, President
and Chief Executive Officer
(757) 934-8200
With a copy to:
Jacob A. Lutz III,
Esq.
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 12, 2009
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box
¨
.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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CUSIP No. 31928A101
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Page 2 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Larry Lewis Felton
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
32,433
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8
SHARED VOTING POWER
9,488
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9
SOLE DISPOSITIVE POWER
32,433
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10
SHARED DISPOSITIVE POWER
9,488
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,921
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page 3 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ruth Ann Ralph Felton
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
9,488
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
9,488
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,488
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page 4 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James E. Turner, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
51,662
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8
SHARED VOTING POWER
38,775
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9
SOLE DISPOSITIVE POWER
51,662
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10
SHARED DISPOSITIVE POWER
38,775
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,437
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page 5 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Elizabeth N. Turner
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
38,775
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
38,775
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,775
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page 6 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter C. Jackson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
9,708
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8
SHARED VOTING POWER
100,547
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9
SOLE DISPOSITIVE POWER
9,708
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10
SHARED DISPOSITIVE POWER
100,547
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,255
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page 7 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jackson Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
61,875
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
61,875
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,875
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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14
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TYPE OF REPORTING PERSON
OO – limited liability
company
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CUSIP No. 31928A101
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Page 8 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jackson Family Investments, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
38,672
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
38,672
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,672
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
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14
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TYPE OF REPORTING PERSON
OO – limited liability
company
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CUSIP No. 31928A101
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Page 9 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Darrell G. Swanigan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
SOLE VOTING POWER
21,469
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8
SHARED VOTING POWER
3,438
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9
SOLE DISPOSITIVE POWER
21,469
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10
SHARED DISPOSITIVE POWER
3,438
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,907
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page
10
of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sonja C. Swanigan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
3,438
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
3,438
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,438
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 31928A101
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Page 11 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jonie N. Mansfield
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
PF
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5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
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¨
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
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|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
20,120
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8
SHARED VOTING POWER
344
|
|
|
9
SOLE DISPOSITIVE POWER
20,120
|
|
|
10
SHARED DISPOSITIVE POWER
344
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,464
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
|
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|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
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|
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CUSIP No. 31928A101
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Page 12 of 30
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jennifer M. Traugott
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
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|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
0
|
|
|
8
SHARED VOTING POWER
344
|
|
|
9
SOLE DISPOSITIVE POWER
0
|
|
|
10
SHARED DISPOSITIVE POWER
344
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
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|
CUSIP No. 31928A101
|
|
Page 13 of 30
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1
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|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert M. Moore, Jr.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
550
|
|
|
8
SHARED VOTING POWER
8,558
|
|
|
9
SOLE DISPOSITIVE POWER
550
|
|
|
10
SHARED DISPOSITIVE POWER
8,558
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,108
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page 14 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Connie C. Moore
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
0
|
|
|
8
SHARED VOTING POWER
8,558
|
|
|
9
SOLE DISPOSITIVE POWER
0
|
|
|
10
SHARED DISPOSITIVE POWER
8,558
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,558
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page 15 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Clinton L. Varner
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
7,205
|
|
|
8
SHARED VOTING POWER
49,940
|
|
|
9
SOLE DISPOSITIVE POWER
7,205
|
|
|
10
SHARED DISPOSITIVE POWER
49,940
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,145
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page
16
of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
June R. Varner
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
0
|
|
|
8
SHARED VOTING POWER
49,940
|
|
|
9
SOLE DISPOSITIVE POWER
0
|
|
|
10
SHARED DISPOSITIVE POWER
49,940
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,940
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page
17
of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jack W. Webb, Jr.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
27,963
|
|
|
8
SHARED VOTING POWER
0
|
|
|
9
SOLE DISPOSITIVE POWER
27,963
|
|
|
10
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,963
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page
18
of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Clay K. White
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
7,205
|
|
|
8
SHARED VOTING POWER
45,548
|
|
|
9
SOLE DISPOSITIVE POWER
7,205
|
|
|
10
SHARED DISPOSITIVE POWER
45,548
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,753
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page
19
of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Susan Brown White
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
0
|
|
|
8
SHARED VOTING POWER
45,548
|
|
|
9
SOLE DISPOSITIVE POWER
0
|
|
|
10
SHARED DISPOSITIVE POWER
45,548
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,548
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page 20 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James R. A. Stanley, Jr.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
9,075
|
|
|
8
SHARED VOTING POWER
1,348
|
|
|
9
SOLE DISPOSITIVE POWER
9,075
|
|
|
10
SHARED DISPOSITIVE POWER
1,348
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,423
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page 21 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sherry Lane Stanley
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
0
|
|
|
8
SHARED VOTING POWER
1,348
|
|
|
9
SOLE DISPOSITIVE POWER
0
|
|
|
10
SHARED DISPOSITIVE POWER
1,348
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page 22 of 30
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith B. Hawkins
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a)
x
(b)
¨
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
4
|
|
SOURCE OF FUNDS
PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
¨
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
SOLE VOTING POWER
16,186
|
|
|
8
SHARED VOTING POWER
0
|
|
|
9
SOLE DISPOSITIVE POWER
16,186
|
|
|
10
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,186
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page
23
of 30
|
|
Item 1.
|
Security and Issuer.
|
The class of equity
securities to which this statement on Schedule 13D (the “
Statement
”) relates is the Common Stock, par value $3.20 per share (the “
Common Stock
”), of First Bankshares, Inc., a Virginia corporation (the
“
Company
”). The principal executive offices of the Company are located at 3535 Bridge Road, Suffolk, Virginia 23435.
|
Item 2.
|
Identity and Background.
|
(a) through (c) and
(f)
This statement is being filed by the individuals and entities listed below (each a “
Reporting Person
” and,
collectively, the “
Reporting Persons
”). Each Reporting Person who is a natural person is a citizen of the United States. Each Reporting Person who is not a natural person is an entity organized under the laws of the Commonwealth of
Virginia.
|
|
|
|
|
|
|
Name
|
|
Residence or
Business Address
|
|
Present Principal Occupation and the Name, Principal
Business and Address of Any
Entity in which such Occupation is Conducted
|
|
Larry L. Felton
|
|
106 Northgate Lane
Suffolk, Virginia 23434
|
|
Retired
|
|
|
|
|
|
Ruth R. Felton
|
|
106 Northgate Lane
Suffolk, Virginia 23434
|
|
Not applicable
|
|
|
|
|
|
James E. Turner
|
|
9119 River Crescent
Suffolk, Virginia 23433
|
|
Retired
|
|
|
|
|
|
Elizabeth N. Turner
|
|
9119 River Crescent
Suffolk, Virginia 23433
|
|
Not applicable
|
|
|
|
|
|
Peter C. Jackson
|
|
1223 Carolina Road
Suffolk, Virginia 23434
|
|
Real Estate Investor, Jackson Real Estate
1223 Carolina Road
Suffolk, Virginia 23434
|
|
|
|
|
|
Jackson Investments, LLC
|
|
1223 Carolina Road
Suffolk, Virginia 23434
|
|
Real Estate Investments
1223 Carolina Road
Suffolk, Virginia 23434
|
|
|
|
|
|
Jackson Family Investments, L.L.C.
|
|
1223 Carolina Road
Suffolk, Virginia 23434
|
|
Real Estate Investments
1223 Carolina Road
Suffolk, Virginia 23434
|
|
|
|
|
|
Darrell G. Swanigan
|
|
6302 Oaken Gate Drive
Suffolk, Virginia 23435
|
|
Executive Management, SuffolkFirst Bank
3535 Bridge Road
Suffolk, Virginia 23435
|
|
|
|
|
|
Sonja C. Swanigan
|
|
6302 Oaken Gate Drive
Suffolk, Virginia 23435
|
|
Not applicable
|
|
|
|
|
|
Jonie N. Mansfield
|
|
136 Kings Point Drive
Suffolk, Virginia 23434
|
|
Consultant, Drivers Contractors, Inc.
P.O. Box 5157
Suffolk, Virginia 23435
|
|
|
|
|
|
CUSIP No. 31928A101
|
|
Page
24
of 30
|
|
|
|
|
|
|
|
Jennifer M. Traugott
|
|
210 Woodhaven Drive
Suffolk, Virginia 23435
|
|
Driver Contractors, Inc.
4087 Driver Lane Suffolk, Virginia 23435
Hollydays
4237 Driver Lane Suffolk, Virginia 23435
|
|
|
|
|
|
Robert M. Moore, Jr.
|
|
1798 Cherry Grove Rd N.
Suffolk, Virginia 23432
|
|
CPA, Boyce Spady & Moore PLC
1013 West Washington Street
Suffolk, Virginia 23434
|
|
|
|
|
|
Connie C. Moore
|
|
1798 Cherry Grove Rd N.
Suffolk, Virginia 23432
|
|
Retired
|
|
|
|
|
|
Clinton L. Varner
|
|
115 Riverside Drive
Suffolk, Virginia 23435
|
|
Self-Employed Real Estate Appraiser
|
|
|
|
|
|
June R. Varner
|
|
115 Riverside Drive
Suffolk, Virginia 23435
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Self-Employed
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Jack W. Webb, Jr.
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619 Butler Avenue
Suffolk, Virginia 23434
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Insurance, Nansemond Insurance Agency Inc.
P.O. Box 1569
Suffolk, Virginia 23434
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Clay K. White
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537 W. Riverview Drive
Suffolk, Virginia 23434
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Vice President, Starr Motors, Inc.
2584 Pruden Blvd
Suffolk, Virginia 23434
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Susan Brown White
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537 W. Riverview Drive
Suffolk, Virginia 23434
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School Teacher, Nansemond-Suffolk Academy
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James R. A. Stanley, Jr.
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5606 Greenefield Drive S.
Portsmouth, Virginia 23703
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Executive Vice President and Chief Credit Officer,
SuffolkFirst Bank
1000 N. Main Street
Suffolk, Virginia 23434
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Sherry Lane Stanley
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5606 Greenefield Drive S.
Portsmouth, Virginia 23703
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Senior Loan Administrator, Monarch Bank
Chesapeake, Virginia
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Keith B. Hawkins
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4505 Miarfield Arc
Chesapeake, Virginia 23321
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Executive Vice President and Commercial Loan Officer
SuffolkFirst Bank
3535 Bridge Road
Suffolk, Virginia 23435
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(d) and (e)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Peter C. Jackson, Jackson Investments, LLC and Jackson Family Investments, L.L.C. purchased their shares of Common Stock with money obtained through bank loans collateralized with securities issued by an issuer other than the Company. All
other Reporting Persons used personal funds to purchase their shares of Common Stock.
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CUSIP No. 31928A101
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Page
25
of 30
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The Reporting Persons entered into a voting agreement, dated May 12, 2009, by and among Xenith
Corporation and each of the Reporting Persons (the “
FBS Voting Agreement
”). The FBS Voting Agreement is more fully described in Item 4 of this Statement below. No shares were purchased by any Reporting Person pursuant to the
FBS Voting Agreement and, thus, no funds were used for such purpose.
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Item 4.
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Purpose of Transaction.
|
On May 12, 2009, the
Company and Xenith Corporation (“
Xenith
”) entered into an Agreement of Merger (the “
Merger Agreement
”), which sets forth the terms and conditions upon which Xenith will merge with and into First Bankshares
(the “
Merger
”). First Bankshares will be the surviving entity and will operate as a one-bank holding company under the new name Xenith Bankshares, Inc. (“
Xenith Bankshares
”). The Merger and the Merger Agreement
are discussed in further detail below under the caption
“Merger and Merger Agreement”
.
Concurrent with the Company’s
and Xenith’s entry into the Merger Agreement, Xenith and each of the Reporting Persons entered into the FBS Voting Agreement, dated May 12, 2009. The FBS Voting Agreement is discussed in further detail below under the caption
“FBS
Voting Agreement”
.
Merger and Merger Agreement
At the effective date of the Merger, shareholders of the Company may elect to retain their shares of Company common stock or to receive $9.23 in cash per
share, subject to pro ration in the event the aggregate cash elections exceed 25% of shares outstanding as of the closing of the Merger. In no event will cash be paid for more than 25% of the total number of shares of Company common stock
outstanding as of the closing of the Merger. Shareholders of Xenith are expected to receive between approximately .90 and .98 shares of Company common stock for each share of Xenith common stock owned at the time of the Merger, with the exact
exchange ratio determined at closing based on Xenith’s book value at such time. Outstanding options and warrants to purchase Xenith common stock will be converted into options and warrants to purchase Company common stock at the same exchange
ratio described above. Outstanding options to purchase Company common stock will remain outstanding.
In the Merger Agreement, which was
approved by the Boards of Directors of both companies, each of the Company and Xenith has made customary representations, warranties and covenants including, among others, covenants by the Company:
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•
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not to (A) solicit proposals relating to alternative business combination transactions or (B) subject to certain exceptions, enter into discussions
concerning or provide confidential information in connection with alternative business combination transactions;
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CUSIP No. 31928A101
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Page
26
of 30
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•
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subject to certain exceptions, to cause a Company shareholder meeting to be held to consider approval of the Merger; and
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•
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subject to certain exceptions, for the Company’s Board of Directors to recommend adoption and approval by its shareholders of the Merger Agreement.
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The completion of the Merger is subject to various closing conditions, including obtaining the approval of the
Company’s and Xenith’s shareholders and receiving certain regulatory approvals. In addition, as conditions to closing:
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•
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|
Xenith must have completed a private placement offering of its common stock raising at least $40,000,000 in gross proceeds, which proceeds must be available to
Xenith at closing; and
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•
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|
Darrell G. Swanigan, President and CEO of First Bankshares must have entered into an employment agreement in the form attached as Exhibit F to the Merger Agreement.
|
Pursuant to the terms of the Merger Agreement, the initial Board of Directors of Xenith Bankshares will consist of the
existing directors of Xenith and three additional directors to be designated by the Company. T. Gaylon Layfield III, the current President and CEO of Xenith, will continue in that role for Xenith Bankshares. Darrell G. Swanigan, currently
President and CEO of the Company, will become Executive Vice President and President of the Hampton Roads Region of the subsidiary bank. Xenith’s current Chief Financial Officer and Chief Administrative Officer, Thomas W. Osgood, will continue
in that role for Xenith Bankshares.
The Merger is expected to close in the third quarter of 2009. Pursuant to the Merger Agreement, either
party may terminate the Merger in the event the Merger is not consummated by September 30, 2009, subject to extension as provided in the Merger Agreement. In addition, the Merger Agreement provides that either the Company or Xenith or both
parties may terminate the Merger in certain other circumstances. Termination of the Merger will, in certain circumstances, obligate the Company to pay Xenith a termination fee of $1,000,000 or obligate Xenith to pay the Company a termination fee of
$500,000, in each case depending on the nature of the termination event.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 1 to this Statement and is incorporated herein by reference. The Merger Agreement has been included to provide
information regarding the terms of the Merger. It is not intended to provide any factual information about the Company or Xenith.
As
described above, the Merger Agreement contains representations and warranties that the Company and Xenith made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the
Merger Agreement between the Company and Xenith and may be subject to important
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CUSIP No. 31928A101
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Page
27
of 30
|
qualifications and limitations agreed to by the Company and Xenith in connection with negotiating its terms. Moreover, the representations and warranties are
modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality that is different from what may be viewed as material to shareholders, and may have been used for
the purpose of allocating risk between the Company and Xenith rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as accurate or complete or as characterizations of the
actual state of facts as of any specified date.
FBS Voting Agreement
Concurrent with entry into the Merger Agreement by the Company and Xenith, the Reporting Persons entered into the FBS Voting Agreement, pursuant to which,
subject to certain exceptions, they each agreed to vote the shares of Common Stock that he, she or it owns in favor of the Merger. In addition, the FBS Voting Agreement grants a proxy to Xenith with respect to voting on the Merger with respect to
all shares of Common Stock held by the Reporting Persons.
The Reporting Persons consist of the directors and certain executive officers of
the Company, along with certain of their affiliates. As of May 12, 2009, the Reporting Persons owned approximately 19.6% of the Company’s outstanding Common Stock, inclusive of 82,115 options exercisable within 60 days of May 12, 2009.
Excluding such options, the Reporting Persons owned approximately 16.7% of the Company’s outstanding Common Stock as of May 12, 2009.
The foregoing description of the FBS Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the FBS Voting Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by
reference.
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Item 5.
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Interest in Securities of the Issuer.
|
(a) At
May 12, 2009, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons was 461,562, or approximately 19.6% of the Company’s issued and outstanding shares.
(b) 203,576 shares are solely owned by the Reporting Persons, and 257,986 are shared among the Reporting Persons.
(c) The Reporting Persons have not effected any transactions in the Common Stock effected during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 31928A101
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Page
28
of 30
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
The Reporting Persons’ response to Item 4 is incorporated by reference herein. In addition, each of the Reporting Persons is a party to the
Joint Filing Agreement, which is filed as Exhibit 3 to this Statement and is incorporated herein by reference.
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Item 7.
|
Material to be Filed as Exhibits.
|
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Exhibit
|
|
Description
|
|
1
|
|
Agreement of Merger, dated as of May 12, 2009, between First Bankshares, Inc. and Xenith Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8- K, filed May 14, 2009,
and incorporated herein by reference).
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2
|
|
FBS Voting Agreement, dated as of May 12, 2009, among Xenith Corporation and each of the Reporting Persons
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3
|
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Joint Filing Agreement among the Reporting Persons
|
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4
|
|
Powers of Attorney of Reporting Persons
|
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CUSIP No. 31928A101
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Page
29
of 30
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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|
Date: May 22, 2009
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/s/ Larry L. Felton*
|
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Larry L. Felton
|
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|
|
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/s/ Ruth R. Felton *
|
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Ruth R. Felton
|
|
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|
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/s/ James E. Turner *
|
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James E. Turner
|
|
|
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/s/ Elizabeth N. Turner *
|
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Elizabeth N. Turner
|
|
|
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/s/ Peter C. Jackson *
|
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Peter C. Jackson
|
|
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JACKSON INVESTMENTS, LLC*
|
|
|
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|
|
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/s/ Peter C. Jackson*
|
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|
Peter C. Jackson
|
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|
Managing Member
|
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JACKSON FAMILY INVESTMENTS, LLC*
|
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/s/ Peter C. Jackson*
|
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|
Peter C. Jackson
|
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Managing Member
|
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|
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|
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/s/ Darrell G. Swanigan*
|
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Darrell G. Swanigan
|
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/s/ Sonja C. Swanigan*
|
|
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Sonja C. Swanigan
|
|
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/s/ Jonie N. Mansfield*
|
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Jonie N. Mansfield
|
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/s/ Jennifer M. Traugott*
|
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|
Jennifer M. Traugott
|
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|
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|
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/s/ Robert M. Moore, Jr.*
|
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|
Robert M. Moore, Jr.
|
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|
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CUSIP No. 31928A101
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|
Page
30
of 30
|
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/s/ Connie C. Moore*
|
|
Connie C. Moore
|
|
|
|
/s/ Clinton L. Varner*
|
|
Clinton L. Varner
|
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/s/ June R. Varner*
|
|
June R. Varner
|
|
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|
/s/ Jack W. Webb, Jr.*
|
|
Jack W. Webb, Jr.
|
|
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/s/ Clay K. White*
|
|
Clay K. White
|
|
|
|
/s/ Susan White*
|
|
Susan B. White
|
|
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|
/s/ James R. A. Stanley, Jr.*
|
|
James R. A. Stanley, Jr.
|
|
|
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/s/ Sherry L. Stanley*
|
|
Sherry L. Stanley
|
|
|
|
/s/ Keith B. Hawkins*
|
|
Keith B. Hawkins
|
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*/s/ Jacob A. Lutz, III
|
|
Jacob A. Lutz, III
|
|
Attorney-in-Fact
|
First Bankshares (MM) (NASDAQ:SUFB)
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