With full nationwide interstate banking coming next year, Central Fidelity Banks Inc., Richmond, has strengthened its "poison pill" defenses against a hostile takeover.
Central Fidelity, which is often touted as a prime acquisition candidate, said Thursday it had modified its rights agreement to make it more difficult for someone to acquire a controlling interest in the bank.
Specifically, the modification lowers the threshold of stock that may be acquired by an outsider from 20% to 10%.
At 10% and above, the outside buyer would have to offer the same price to all shareholders, which would essentially bring the board into the negotiations.
"The purpose of these plans is that there isn't hostile activity without a contact being made with the board of directors," said corporate executive officer William N. Stoyko.
Mr. Stoyko said the changes bring Central Fidelity's fights agreement, which was adopted in 1989, into conformity with plans at other Virginia corporations.
Mr. Stoyko said Central Fidelity decided to make the changes in the wake of national interstate banking legislation, which was recently passed by both the Virginia legislature and the U.S. Congress.
Central Fidelity has repeatedly asserted its desire to remain independent.
With $9.9 billion of assets, it is one of the largest independent banks left in Virginia.
