SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
<TABLE>
<CAPTION>
<S> <C>
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
</TABLE>
ATLANTIC FINANCIAL CORP
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided in Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE>
Atlantic Financial Corp
737 J. Clyde Morris Boulevard
Newport News, Virginia 23601
December 1, 2000
Dear Shareholders:
On November 2, 2000 we mailed to all of our shareholders proxy
materials for a special meeting scheduled for December 14, 2000 to consider and
vote on the merger of Atlantic Financial with F&M National Corporation. It has
come to our attention that there is an inaccuracy in the proxy statement and we
wish to correct it.
In several places it states that the Atlantic Financial Board
unanimously recommends that shareholders vote for the merger. In other places
the proxy statement indicates that the Atlantic Financial directors will vote
their shares at the special meeting in favor of the merger. In fact, when the
Atlantic Financial Board approved the merger, one director, J. Philip Bain, Jr.,
voted against it. Mr. Bain has since advised us that he does not plan to vote
his shares in favor of the merger. This error in the proxy statement concerning
Mr. Bain was inadvertent.
Of Atlantic Financial's 14 directors, 13 are strongly in favor of the
merger for the reasons outlined on pages 12 and 13 of the proxy statement and
have committed to vote their shares for approval of the merger. One director,
Mr. Bain, is opposed.
If you have already voted your proxy and want to change your vote
because of this error, please mark, sign, date and return the enclosed proxy
promptly in the enclosed envelope. If you do not wish to change your vote, you
do not need to do anything. As noted in the proxy statement, you can revoke your
proxy at any time prior to the meeting by submitting a proxy bearing a later
date or by writing to our Secretary or by attending the special meeting and
voting in person.
The shareholders' meeting will convene, as scheduled, at 7:00 p.m. on
December 14, 2000. We understand that it is possible that a shareholder may not
have time to change his vote before the meeting begins. To allow for that and to
be as fair as possible, at the end of the shareholders' meeting on December 14,
we will move to adjourn the meeting, as Virginia law permits, to December 28,
2000 at 7:00 p.m. at Atlantic Financial's principal offices at 737 J. Clyde
Morris Boulevard in Newport News, Virginia. Assuming the adjournment is
approved, all proxies that we receive before the shareholders' meeting
reconvenes on December 28, 2000 will be counted.
We sincerely regret any inconvenience this inadvertent error may have
caused. However, we do not believe this will postpone the effective date of the
merger. Thank you for your continued support and we look forward to seeing you
at the meeting.
Very truly yours,
/s/ William J. Farinholt
William J. Farinholt
President and Chief Executive Officer
<PAGE>
You are urged to read the proxy statement/prospectus dated October 31,
2000 that was mailed to you as it contains important information about F&M,
Atlantic Financial, the merger, the persons soliciting proxies in the merger and
their interests in the merger and related matters. We also urge you to read
other documents that have been or will be filed with the SEC by F&M and Atlantic
Financial. You can obtain the documents free of charge at the SEC's website
(www.sec.gov). In addition, the documents are available free of charge by
requesting them from the companies at the addresses and telephone numbers
provided below:
Secretary Secretary
F&M National Corporation Atlantic Financial Corp.
9 Court Square 737 J. Clyde Morris Boulevard
P. O. Box 2800 Newport News, Virginia 23061
Winchester, Virginia 22604 Phone: (757) 595-7020
Phone: (540) 665-4200
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved the merger and other transactions
described in the proxy statement/prospectus or the F&M common stock to be issued
in connection with the merger, or determined if the proxy statement/prospectus
or this supplement is accurate or adequate. Any representation to the contrary
is a criminal offense.
This supplement to the proxy statement/prospectus is dated December 1,
2000 and is first being mailed to shareholders on December 1, 2000.
<PAGE>
PROXY
ATLANTIC FINANCIAL CORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph A. Lombard, Jr. and Thomas Z.
Wilke, or either of them and with full power of substitution, his or her
attorney-in-fact and proxy, to represent the undersigned at the Special Meeting
of Shareholders of Atlantic Financial Corp to be held at the Junior Ballroom of
the Omni Hotel located at 1000 Omni Boulevard, Newport News, Virginia at 7:00
p.m. on December 14, 2000 and at any adjournment thereof, and to vote all shares
of stock of Atlantic Financial Corp that the undersigned shall be entitled to
vote at such meeting on each of the following matters:
1. To approve an Agreement and Plan of Reorganization, dated as of July 5,
2000, and a related Plan of Merger, by and between F&M National
Corporation and Atlantic Financial Corp, providing for the merger of
Atlantic Financial Corp with F&M upon the terms and conditions set
forth in the merger agreement as described in the proxy
statement/prospectus of Atlantic Financial Corp and F&M dated October
31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly signed and dated, will be voted in the manner
directed herein. If no direction is made, this proxy will be voted FOR proposal
number 1 as specified above. This proxy may be revoked at any time prior to its
exercise.
Dated: ___________________________, 2000
_________________________________
_________________________________
Please sign exactly as name
appears on the stock certificate.
When signing as attorney,
executor, administrator or
trustee, please give full title.
Please mark, sign, date and return promptly this
proxy card using the enclosed envelope.
