UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| OLD POINT FINANCIAL CORPORATION |
| (Name of Issuer) |
| Common Stock, $5.00 par value |
| (Title of Class of Securities) |
| 680194107 |
| (CUSIP Number) |
Drew M. Covert
Chairman of the Board and Chief Executive Officer
Southern BancShares (N.C.), Inc.
116 East Main Street
Mount Olive, North Carolina
(919) 658-7000
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 4, 2022 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7(b) for other parties to whom copies are to be sent.
*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.
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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SCHEDULE 13D
| CUSIP No. | 680194107 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Southern BancShares (N.C.), Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
|
(a) [ ] (b) [x] | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| WC | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
| 152,710 (1) | |||
| 8 | SHARED VOTING POWER | ||
| 106,655 (2) | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 152,710 (1) | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 106,655 (2) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 259,365 (3) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| [ ] | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 5.0% (4) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| CO | |||
| (1) | Reflects: 152,710 shares of common stock (“Common Stock”) of Old Point Financial Corporation (the “Issuer”) owned by Southern BancShares (N.C.), Inc. (the “Reporting Person”). |
| (2) | Reflects: 106,655 shares of Common Stock owned by a corporation in which a principal shareholder of the Reporting Person (the “Shareholder”) serves as a director and officer, and is also a principal shareholder. The Shareholder disclaims voting and dispositive power with respect to such shares of Common Stock. |
| (3) | Reflects: (i) 152,710 shares of Common Stock owned by the Reporting Person; and (ii) 106,655 shares of Common Stock owned by a corporation in which the Shareholder serves as a director and officer, and is a principal shareholder. The Shareholder disclaims voting and dispositive power with respect to such shares of Common Stock. |
| (4) | Based on 5,187,293 shares of common stock ($5.00 par value) outstanding as of March 15, 2022, as disclosed in the Form 10-K filed by Old Point Financial Corporation on March 31, 2022. |
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| Item 1. | Security and Issuer |
This Schedule 13D relates to the common stock ($5.00 par value) of Old Point Financial Corporation (the “Common Stock”). Old Point Financial Corporation (the “Issuer”) is a Virginia corporation with its principal executive offices located at 101 East Queen Street, Hampton, Virginia 23669.
| Item 2. | Identity and Background |
(a), (b) and (c) This Schedule 13D is being filed on behalf of Southern BancShares (N.C.), Inc., a bank holding company, incorporated in Delaware (the “Reporting Person”). The business address of the Reporting Person is 116 East Main Street, Mount Olive, North Carolina 28365.
The following individuals (the “Related Persons”) are executive officers, directors and/or principal shareholders (i.e. shareholders beneficially owning 10% or more of the shares of the Reporting Person, calculated based on total votes).
|
Name |
Business Address |
Principal Occupation | Relationship to Reporting Person | ||
|
|
|||||
| Julian R. Aycock | 924 Aycock Dairy Farm Road, Fremont, North Carolina 27830 | President, Marr's, Inc. | Director | ||
| Claire H. Bristow |
1022 Marlowe Rd, Raleigh, NC 27609
|
Commercial interior designer | Principal shareholder | ||
| William H. Bryan | 1 Cucumber Blvd., Mount Olive, North Carolina 28365 |
Executive Chairman, Mount Olive Pickle Company, Inc. |
Director | ||
| Hope H. Bryant |
4300 Six Forks Road Raleigh, North Carolina 27609 |
Vice Chairperson, First Citizens BancShares, Inc.; Corporate Sales Executive, First-Citizens Bank & Trust Company | Director; Principal shareholder | ||
| Joel K. Butler | 740 Greenville Blvd. SE, Ste. 400-294, Greenville, North Carolina 27858 |
Retired
|
Director | ||
| Michael L. Chestnutt | 501 College Street, Clinton, North Carolina 28329 | Managing Partner, Black Chestnutt and Johnson, PA | Director | ||
| Drew M. Covert | 116 East Main Street, Mount Olive, North Carolina 28365 | Chief Executive Officer of the Reporting Person and Southern Bank and Trust Company | Director; Executive Officer | ||
| L. Taylor Harrell | 116 East Main Street, Mount Olive, North Carolina 28365 | President of the Reporting Person and Southern Bank and Trust Company | Executive Officer | ||
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| Frank B. Holding, Jr. |
4300 Six Forks Road Raleigh, North Carolina 27609 |
Chairman and Chief Executive Officer of First Citizens BancShares, Inc. and First-Citizens Bank & Trust Company | Principal shareholder | ||
| Olivia B. Holding |
P.O. Box 1352 Smithfield, North Carolina 27577 |
President and Director, Twin States Farming, Inc.; President and Director, E&F Properties, Inc. | Director; Principal shareholder | ||
| G. Rouse Ivey | 370 Ivey Road, Mount Olive, North Carolina 28365 | Self-employed farmer | Director | ||
| J. Grey Morgan | 187 Jones Turner Rd., Mount Olive, North Carolina 28365 | Retired | Director | ||
| John C. Pegram | 210 Kinsale Dr., Chapel Hill, North Carolina 27517 | Retired | Director | ||
| Thomas R. Sallenger | 710 Nash Street W., Wilson, North Carolina 27893 | Attorney; general partner, Sallenger Law, LLP | Director | ||
| David L. Sauls, Jr. | 116 East Main Street, Mount Olive, North Carolina 28365 | Executive Vice President, Chief Financial Officer and Corporate Secretary of the Reporting Person and Southern Bank and Trust Company | Executive Officer | ||
| Malcolm R. Sullivan, Jr. | 1550 Cuyler Best Rd., Goldsboro, North Carolina 27534 | Chief Executive Officer Feelgoodz Holdings NC, Inc. | Director | ||
(d) and (e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the knowledge of the Reporting Person, during the last five years, none of the Related Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) To the knowledge of the Reporting Person, each of the Related Persons is a United States citizen.
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| Item 3. | Source and Amount of Funds or Other Considerations |
The shares of Common Stock beneficially owned by the Reporting Person (152,710 shares, or approximately 2.9% of the outstanding shares of Common Stock[1]) were acquired over a period of approximately two years through a series of open market purchases and privately negotiated transactions using its working capital. It is anticipated that any additional shares of Common Stock to be acquired by the Reporting Person will also be acquired through open market purchases and privately negotiated transactions using its working capital. The Reporting Person’s investment in the Issuer is passive and the Reporting Person has no plans to influence or impede the management, operations, or policies of the Issuer. The Reporting Person has no current plans to seek representation on the Issuer’s board of directors. The Reporting Person has not entered into voting or other agreements with any other party as it relates to the Common Stock, and disclaims the existence of a group.
First Citizens BancShares, Inc. (“FCB”), a corporation in which Frank B. Holding, Jr., a principal shareholder of the Reporting Person (referred to above as the “Shareholder”) serves as a director and officer, and is also a principal shareholder, owns 106,655 shares of Common Stock, or approximately 2.1% of the outstanding shares of Common Stock.(1) The shares of Common Stock beneficially owned by FCB were acquired over a period of approximately six years through a series of open market purchases and privately negotiated transactions using its working capital. The Shareholder disclaims voting and dispositive power with respect to the shares of Common Stock owned by FCB. No other Related Person owns shares of Common Stock.
| Item 4. | Purpose of Transaction |
Item 3 above is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer |
(a) The Reporting Person may be deemed to beneficially own 259,365 shares of Common Stock, constituting approximately 5.0% of the outstanding shares of Common Stock. See Item 3 above for details of the shares of Common Stock beneficially owned by the Related Persons. The Reporting Person disclaims the existence of a group.
(b) The Cover Page of this Schedule 13D and Items 2 and 3 above are incorporated herein by reference.
(c) During the past 60 days, the Reporting Person has acquired 2,496 shares of Common Stock at an aggregate cost of $65,150, or an average cost of $26.10 per share, through a series of open market purchases and privately negotiated transactions using its working capital. None of the Related Persons, including FCB, has acquired shares of Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 3 above is incorporated herein by reference.
| Item 7. | Material to Be Filed as Exhibits |
Not applicable.
1 Based on 5,187,293 shares of common stock ($5.00 par value) outstanding as of March 15, 2022, as disclosed in the Form 10-K filed by Old Point Financial Corporation on March 31, 2022.
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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.
| May 12, 2022 | |
| Dated | |
| /s/ Drew M. Covert | |
| Signature | |
Drew M. Covert, Chief Executive Officer, Southern BancShares (N.C.), Inc. |
|
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).