SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 27, 1996
(Date of earlilest event reported)
Second National Financial Corporation
(Exact Name of Registrant as specified in its Charter)
Virginia 54-1542438
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
102 South Main Street
P. O. Box 71
Culpeper, Virginia 22701-0071
(Address of principal executive offices)
(540) 825-4800
(Registrant's telephone number)
-------------
<PAGE>
Item 5. Other Events.
The Company recently announced the retirement of W. Douglas Kyle, Jr.,
President and Chief Executive Officer of the Company and its primary subsidiary,
Second Bank & Trust (the "Bank"), effective December 31, 1996. Mr. Kyle has
worked for the Bank for 37 years, seven years as President and CEO. He has
served on the Board of the Bank since 1986 and on the Board of the Company since
its formation in 1990. Mr. Kyle chose to take advantage of an early retirement
program offered to certain employees of the Bank.
The Board of the Company and the Bank has named O.R. (Ed) Barham as
President and Chief Executive Officer of the Company and the Bank. Mr. Barham
has served as Senior Vice President of the Bank in charge of lending since 1993.
Mr. Barham was hired with the expectation that he would succeed Mr. Kyle, and
the Board has confidence in Mr. Barham's abilities to lead the Company into the
next century. A copy of a press release provided to the local newspapers is
attached. Any questions should be addressed to Jeffrey W. Farrar, Vice
President and Cashier at the Bank, at the number listed on the attachment.
2
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SECOND NATIONAL FINANCIAL CORPORATION
Date: 11/27/96 By: /s/ W. DOUGLAS KYLE, JR.
--------------- ------------------------------------
W. Douglas Kyle, Jr.
President and Chief Executive Officer
3
<PAGE>
ATTACHMENT
PRESS RELEASE
Second Bank & Trust
P.O. Box 71
Culpeper, Virginia 22701
(540) 825-4800
For Immediate Release
Date: October 29, 1996
Contact: Jeffrey W. Farrar
Phone: (540) 825-4800
Fax: (540) 825-6778
Kyle Elects Early Retirement - Barham Named President
Culpeper, Virginia -- The Board of Directors have announced that W. Douglas
Kyle, Jr. has elected to take early retirement under an early retirement plan
offered by the bank effective December 31, 1996. Mr. Kyle said, "as a result of
the excellent investment performance of the assets in the bank's pension plan
allowing the bank to substantially improve its early retirement benefit, I
couldn't pass up the opportunity." Kyle stated, "this opportunity couldn't have
come at a better time. The Bank's earnings are at an all time high; the asset
quality of the bank is excellent; and the bank has seasoned management in
place."
A native of Culpeper county, Kyle began his thirty-seven year career at Second
Bank & Trust (formerly Second National Bank) as a bookkeeper in 1959 and has
served the bank in numerous capacities since that time. He rose through the
ranks and was first elected as an officer in 1965 with the title of Assistant
Trust Officer. He was promoted to Vice President and head of the bank's Trust
Department in 1973 and was made Senior Vice President in 1981. In 1986, Kyle was
elected to the Board of Directors and in 1989 was promoted to President and
Chief Executive Officer. During his tenure and leadership as President, the bank
formed a holding company (Second National Financial Corporation), vastly
improved the bank's asset quality, remodeled and expanded the main office
facility while simultaneously installing an in-house main frame computer system.
In addition, the bank implemented a dividend reinvestment plan, changed its
charter from a National to a State Bank, introduced a secondary mortgage loan
department, opened its fifth banking location (Locust Grove, Virginia) and most
recently made available a full line of non-traditional bank investment products
and services. When Kyle joined the bank in 1959, total assets were $9,000,000
with a total of 18 employees and one bank location. As of October 28, 1996,
total assets are $207,000,000 with a total equivalent of 74 full time employees
and five banking offices. When asked of his future plans, Kyle said, "I plan to
enjoy time with my wife Peggy, children, and grandchildren".
4
<PAGE>
As a result of Kyle's early retirement, the Board of Directors has named O. R.
(Ed) Barham as President and Chief Executive Officer of Second Bank & Trust.
Barham joined the bank in 1993 as Senior Vice President in charge of the Bank's
lending department. Prior to joining Second Bank & Trust, he was with
NationsBank as a Regional Vice President. Barham holds an under graduate degree
from the University of North Carolina at Chapel Hill and an MBA from the
University of North Carolina at Greensboro. Mr. Barham, along with his wife
Susan and daughters Caroline and Lily, reside in Culpeper.
5
