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Filed by F&M National Corporation pursuant to
Rule 425 under the Securities Act of 1933
Subject Company: Atlantic Financial Corp.
Commission File No.: 333-47602
F&M National 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.
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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
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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.
