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EXHIBIT 99.2 TEXT OF SHAREHOLDER LETTER MAILED TO THE COMPANY'S SHAREHOLDERS.
May 27, 2000
Dear Security Financial Corp. Shareholder:
I am pleased to inform you that the directors of Security Financial Corp. have
entered into an agreement in principle for the company to be acquired by Farmers
National Banc Corp., and the Security Dollar Bank to be merged with Farmers
National Bank of Canfield. The proposed transaction is subject to your approval
and that of bank regulators.
Regulatory approval is expected in the fourth quarter of 2000. During this
interim, a special shareholders' meeting will be scheduled to obtain your
approval of the transaction. The directors and executive management believe that
the merger would be beneficial to all shareholders and are unanimous in their
support of this proposed merger. They and I hope that when the time comes for
the special shareholders' meeting, you also will support the merger. If the
transaction is approved, the agreement provides for a tax-free exchange of
Farmers common shares for shares of Security common stock at a value of $90 per
each share of Security. The exchange ratio will be a minimum of 7.200 and a
maximum of 9.742 shares of Farmers common stock for each share of Security.
Prior to the special shareholders' meeting, you will receive a proxy providing
full information about the proposed merger.
Security Financial is proud of its long history and dedication to community
banking. However, for the bank to reach its full growth potential and enhance
shareholders' value, we would need to enter new lines of business beyond the
credit and deposit services that have been our specialty. Developing expertise
independently would be time consuming and costly, making a combination with a
larger financial institution attractive. As a result, the board engaged Austin
Associates, a respected investment banking and consulting firm to community
banks, to help review strategic alternatives. When the decision was reached to
seek a merger, Farmers emerged as the preferred choice by all measures.
The merger with Farmers will provide access to capital and technology that will
allow us to serve the wide range of customers' financial needs, including
telephone and Internet banking. Farmers shares our passion for excellence and
commitment to relationship banking. We believe that our affiliation will benefit
both companies.
The date of the shareholders' meeting will be sent to you when it is set. Thank
you for your continued support.
Very truly yours,
Christopher J. Shaker
Chairman
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