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 ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SECOND NATIONAL FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) 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 by 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:
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SECOND NATIONAL FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 10, 1997
To Our Stockholders:
The Annual Meeting of Stockholders of Second National Financial
Corporation will be held at the Holiday Inn, Route 29 South, Culpeper, Virginia,
on Thursday, April 10, 1997 at 1:00 p.m. for the following purposes:
1. To elect two (2) directors to serve until the 2000 Annual
Meeting of Stockholders, or until their successors are elected
and qualified;
2. To ratify the appointment of Yount, Hyde & Barbour, P.C., as
external auditors for the fiscal year ending December 31,
1997; and
3. To transact such other business as may properly come before
the meeting.
Stockholders of record at the close of business on February 14, 1997,
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors,
/s/ JEFFREY W. FARRAR
----------------------
Jeffrey W. Farrar, CPA
Secretary and Chief Financial Officer
March 7, 1997
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF THE RETURN ENVELOPE IS USED AND MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU DESIRE, REVOKE YOUR PROXY AND
VOTE IN PERSON.
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SECOND NATIONAL FINANCIAL CORPORATION
102 SOUTH MAIN STREET
POST OFFICE BOX 71
CULPEPER, VIRGINIA 22701
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 10, 1997
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GENERAL INFORMATION
The enclosed proxy is solicited by the Board of Directors of Second
National Financial Corporation (the "Holding Company") for the Annual Meeting of
Stockholders of the Holding Company (the "Annual Meeting") to be held at the
Holiday Inn, Route 29 South, Culpeper, Virginia, on April 10, 1997, at 1:00
p.m., for the purposes set forth in the accompanying Notice of Annual Meeting.
The approximate mailing date of this Proxy Statement and accompanying proxy is
March 7, 1997.
REVOCATION AND VOTING OF PROXIES
Execution of a proxy will not affect a Stockholder's right to attend
the Annual Meeting and to vote in person. Any Stockholder who has executed and
returned a proxy may revoke it at any time before the proxy is exercised by
filing an instrument effecting such revocation or a duly exercised proxy bearing
a later date with the Holding Company at the above address. Stockholders also
may revoke their proxies by attending the Annual Meeting and voting in person.
Proxies will extend to, and will be voted at, any adjourned session of the
Annual Meeting.
VOTING RIGHTS OF STOCKHOLDERS
Only Stockholders of record at the close of business on February 14,
1997, are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. As of the close of business on the record date, 1,485,959
shares of Holding Company common stock, par value of $2.50 per share, were
outstanding and entitled to vote at the meeting. The Holding Company has no
other class of stock outstanding.
Each share of Holding Company common stock is entitled to one vote for
as many persons as there are directors to be elected at the Annual Meeting and
one vote for all other matters voted on at the Annual Meeting. Shares of Holding
Company common stock are not entitled to cumulative voting rights. The presence,
in person or by proxy, of a majority of the votes entitled to be cast will
constitute a quorum for the transaction of business at the Annual Meeting.
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SOLICITATION OF PROXIES
The expenses of soliciting proxies will be borne by the Holding
Company. Proxies are being solicited by mail, and also may be solicited by
directors, officers, employees and agents of the Holding Company in person, by
telephone, or by mail. Officers, directors and employees of the Holding Company
will not receive special compensation for their solicitation activities. The
Holding Company may reimburse banks, brokerage firms, and other custodians,
nominees, and fiduciaries for their reasonable expenses in sending proxy
materials to beneficial owners of Holding Company common stock.
PRINCIPAL STOCKHOLDERS
As of February 14, 1997, no person was known to the Holding Company to
beneficially own 5% or more of the outstanding shares of Holding Company common
stock.
The Trust Division of Second Bank & Trust, a wholly-owned subsidiary of
the Holding Company ("the Bank"), holds as trustee of various trust accounts a
total of 88,360 shares (or approximately 5.95%) of Holding Company common stock.
Section 13.1-662E of the Virginia Code prohibits the Trust Division of the Bank
from voting these shares at the Annual Meeting unless a co-fiduciary is
appointed for the sole purpose of voting such shares.
As of February 14, 1997, the directors and executive officers of the
Holding Company and the Bank as a group beneficially owned 115,066 shares (or
approximately 7.74%) of Holding Company common stock.
ELECTION OF DIRECTORS
The Board of Directors of the Holding Company is comprised of ten
directors who are divided into three classes (Class I, Class II, and Class III).
The term of office for the two Class I directors will expire at the Annual
Meeting. The two persons named on page five, all of whom currently serve as
directors of the Holding Company, will be nominated to serve as Class I
directors. If elected, the Class I directors will serve for terms of three years
until the 2000 Annual Meeting, or until their successors are duly elected and
qualified.
The persons named in the proxy will vote for the election of the
nominees named below unless authority is withheld. If any of the persons named
below is unavailable to serve for any reason, an event which the Board of
Directors does not anticipate, proxies will be voted for the remaining nominees
and such other person or persons as the Board of Directors may reduce the size
of Class I to the number of remaining nominees, for whom the proxies will be
voted.
The following table sets forth certain information concerning the
nominees for election at the Annual Meeting as Class I directors, as well as
certain information about the Class II and Class III directors, who will
continue in office after the Annual Meeting until the 1998 and 1999 Annual
Meetings, respectively. The directors of the Holding Company also serve as
directors of the Bank.
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NOMINEES FOR ELECTION
CLASS I DIRECTORS
(TO SERVE UNTIL 2000 ANNUAL MEETING)
<TABLE>
<CAPTION>
NUMBER & PERCENT
SERVED PRINCIPAL OF SHARES
AS DIRECTOR OCCUPATION BENEFICIALLY
NAME AND AGE SINCE PAST 5 YEARS OWNED(2)
- ------------ ----- ------------ ------------
<S> <C>
Marshall D. Gayheart, Jr., 66 1971(1) Retired, Proprietor of 28,466 (1.9%)
Gayheart Drug Store
W. Robert Jebson, Jr., 63 1990(1) President, Environ- 2,045*
mental Systems
Service, Ltd.
</TABLE>
<TABLE>
<CAPTION>
CLASS II DIRECTORS
(SERVING UNTIL 1998 ANNUAL MEETING)
<S> <C>
Lewis P. Armstrong, 44 1989(1) Dentist 1,576(3)*
Robert Y. Button, Jr., 63 1962(1) Partner, Armentrout 41,040(2.8%)(3)
Insurance
Gregory L. Fisher, 47 1992 President, Eddins 422*
Ford, Inc.
Charles K. Gyory, 53 1992 Vice President, Willow 2,949(3)*
Run Company, Inc.
</TABLE>
<TABLE>
<CAPTION>
CLASS III DIRECTORS
(SERVING UNTIL 1999 ANNUAL MEETING)
<S> <C>
O. R. Barham, Jr., 46 1996 President and Chief 3,702*
Executive Officer of
the Holding Company;
President and Chief
Executive Officer of
the Bank since January 1,
1997; Senior Vice
President of the Bank
prior to January 1,
1997
Taylor E. Gore, 58 1975(1) Executive Vice 4,698*
President & General
Manager, Culpeper
Farmers' Co-op,
Inc.
Harlean Smoot, 61 1994 Office Manager/Secretary, 1,519(3)*
Cherry Street Building
Supply; Secretary-Treasurer
E. Russell Smoot & Son, Inc.
All Directors and Officers of the Holding Company as a group 115,066 (7.74%)
</TABLE>
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* Represents less than 1% of the outstanding shares.
(1) Refers to the year in which the individual first became a director of
the Bank. Each person became a director of the Holding Company just
prior to consummation of the reorganization of the Bank on July 2,
1990.
(2) For purposes of this table, beneficial ownership has been determined in
accordance with the provisions of Rule 13d-3 of the Securities Exchange
Act of 1934 under which, in general, a person is deemed to be the
beneficial owner of a security if he or she has or shares the power to
vote or direct the voting of the security or the power to dispose of or
direct the disposition of the security, or if he or she has the right
to acquire beneficial ownership of the security within sixty days.
(3) Includes shares held by spouses and minor children, shares held jointly
or with spouses, and shares held as custodian or trustee: Mr.
Armstrong, 135 shares; Mr. Button, 27,920 shares; Mr. Gyory, 1,978
shares; and Mrs. Smoot, 844 shares.
There are no family relationships among any of the directors or
executive officers, and none of the directors serves as a director of any other
company with a class of securities registered under Section 12 of the Securities
Exchange Act of 1934.
BOARD COMMITTEES AND ATTENDANCE
The Board of Directors of the Holding Company has a Nominating
Committee, and the Board of Directors of the Bank has, among other committees,
Audit, Personnel, Finance, and Trust Committees.
The Nominating Committee is comprised of Messrs. Button, Gyory, and
Mrs. Smoot. The Nominating Committee meets once a year to nominate directors
for the coming year. The committee does not consider nominees recommended by
Stockholders. The committee recommends officers to serve the Holding Company
for the coming year.
The Audit Committee is comprised of Messrs. Fisher, Gore, Gyory,
Stokes, and Mrs. Smoot. The Audit Committee meets periodically to examine audit
reports to determine whether audit exceptions are being addressed by management
and whether internal control of the Bank remains adequate. The committee met 3
times in 1996.
The Personnel Committee is comprised of Messrs. Gore, Gyory, Jebson,
and Mrs. Smoot. The committee meets periodically to review benefit plans and
authorizes the level of compensation for each officer and director of the Bank.
The committee met 8 times in 1996.
The Finance Committee is comprised of Messrs. Armstrong, Gayheart, and
Stokes. The Finance Committee's responsibility is to review a listing of all
loans over $50,000 and in detail all loans over $100,000. In addition, the
Finance Committee approves all single or aggregate loan exposures as outlined on
the loan limit policy. The committee meets on a bi-monthly basis.
The Trust Committee is comprised of Messrs. Barham, Button, Gayheart,
and Jebson. The committee is responsible for the proper administration of
fiduciary activities of the bank including compliance with sound fiduciary
principles and applicable state and national laws, rules, and regulations. The
committee meets on a monthly basis.
The Dividend Reinvestment Committee is comprised of Messrs. Button,
Gayheart, Fisher, and Barham and meets on an "as needed" basis. The committee is
responsible for the administration of the company Dividend Reinvestment Plan.
The committee met 2 times in 1996.
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The Board of Directors of the Holding Company and the Board of
Directors of the Bank each met monthly in 1996. In 1996, no director was absent
from more than 75% of the regular, special, or committee meetings of the Board
of Directors of the Holding Company or the Bank which he was required to attend.
PRINCIPAL OFFICERS
The following table sets forth certain information regarding to the
principal executive officers of the Holding Company and the Bank:
YEAR APPOINTED
TO CURRENT
NAME AGE CURRENT POSITION POSITION
---- --- ---------------- --------------
O. R. Barham, Jr. 46 President and Chief 1997(1)
Executive Officer of the
Bank; President and Chief
Executive Officer of the
Holding Company
Jeffrey W. Farrar 36 Vice President and Chief 1996
Financial Officer of the Bank;
Secretary and Chief Financial
Officer of the Holding Company
George L. Pulliam 48 Vice President of the Bank 1984
and the Holding Company
J. Quintin Mullins 38 Vice President of the Bank 1990
Jerry L. Raines 43 Vice President of the Bank 1989
George J. Sutorka 55 Vice President of the Bank 1988
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(1) Assumed this position on January 1, 1997.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors of the Holding Company do not receive any fees or other
compensation for serving on the Board of Directors of the Holding Company, but
they do receive a monthly fee of $400.00 for serving as Board of Directors of
the Bank. Directors of the Bank and the Holding Company are paid $100.00 for
attending each meeting of a committee of the Board of Directors of the Bank or
Holding Company on which they serve, except directors of the Bank who serve on
the Finance Committee receive a monthly fee of $300.00.
CASH COMPENSATION
The officers of the Holding Company do not receive any compensation
from the Holding Company, but are paid by the Bank for their service as
executive officers of the Bank. The following table sets forth
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the total cash compensation in 1996 of the officers of the Bank and the Holding
Company earning over $100,000 per year and the total compensation in 1996 of all
executive officers of the Bank as a group:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME OF OFFICER OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------ ----- ---------------
W. Douglas Kyle, Jr. 1996 $113,000 $8,989 $ 8,838
President & Chief
Executive Officer of
the Holding Company
and the Bank through
retirement date of
December 31, 1996
O. R. Barham, Jr. 1996 $ 95,600 $7,570 $ 5,127
President & Chief
Executive Officer of
the Holding Company
and the Bank effective
January 1, 1997
All Executive Officers of
the Bank as a Group (7 persons) $586,111
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(1) Includes director's fees, auto allowance, and Club dues.
EMPLOYEE BENEFIT PLANS
The Bank has a split dollar life insurance plan that is offered to Bank
officers with the title of Vice President and above. The Bank advances a portion
of the premium which will be reimbursed by the insured officer upon the
termination of his employment or death. In 1996, $2,046 and $1,931 was advanced
to Mr. Kyle and Mr. Barham, and $11,660 was advanced to the six executive
officers as a group under this plan.
The Bank established an Employee Stock Ownership Plan ("ESOP") under
section 401(e) of the Internal Revenue Code as of January 1, 1984. The plan's
primary purpose is to enable participating employees to share in the growth and
prosperity of the Bank and the Holding Company by allowing employees to acquire
Holding Company common stock. The Bank contributed $54,965 to the plan in 1996.
Funds contributed by the Bank to the plan are allocated to participants in the
plan in the ratio which the compensation of each participant bears to the total
compensation of all the participants. In 1996, $2,954 and $2,739 were accrued to
Mr. Kyle and Mr. Barham and $24,119 was accrued to the six executive officers as
a group under the plan.
The Bank has a noncontributory pension plan which conforms to the
Employee Retirement Income Security Act of 1974 (ERISA). The amount of benefits
payable under the plan is determined by an employee's period of credited
service. The amount of normal retirement benefit will be equal to 1% of a
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participating employee's average compensation for each year of credited service
plus 3/4% of a participating employee's average compensation in excess of
$10,000 for each year of credited service. The plan provides for early
retirement for participants with 10 or more years of service to the Bank who
retire after attaining age 55. A participant who terminates employment after 3
or more years of service is eligible for a deferred benefit.
The following table shows the estimated annual benefits payable upon
retirement based on specified remuneration and years of credited service
classifications, assuming continuation of the present plan and retirement on
January 1, 1996, at age 65 (normal retirement date):
ESTIMATED ANNUAL PENSION BASED ON AVERAGE COMPENSATION
AVERAGE 10 YEARS 15 YEARS 20 YEARS 25 YEARS
COMPENSATION OF SERVICE OF SERVICE OF SERVICE OF SERVICE
$ 10,000 $ 1,000 $ 1,500 $ 2,000 $ 2,500
25,000 3,625 5,438 7,250 9,063
50,000 8,000 12,000 16,000 20,000
75,000 12,375 18,563 24,750 30,938
100,000 16,750 25,125 33,500 41,875
125,000 21,125 31,688 42,250 52,813
O. R. Barham, Jr. will have an estimated 23 years of credited service
at normal retirement age.
The Bank established a 401(k) Savings Plan effective October 1, 1989.
The plan's primary purpose is to allow employees to save for retirement on a
pre-tax basis. The plan provides for matching contributions by the Bank equal to
100% of the first 2% plus 25% of the next 4% of salary reduction contributions
made by the employee. The Bank made a matched contribution to the plan of
$46,869 in 1996. The plan also provides for discretionary contributions to be
made by the Bank and allocated to participant accounts in proportion to the
participant's compensation. The Bank made no discretionary contribution to the
plan in 1996. In 1996, $3,310 and 2,795 were accrued to Mr. Kyle and Mr. Barham,
and $13,368 was accrued to the six executive officers as a group under this
plan.
The Bank has a profit sharing plan under which employees of the Bank
receive compensation directly related to the profitability of the Bank.
Compensation under the plan is calculated and approved by the Board of Directors
of the Bank. In 1996, the Bank contributed $179,000 to the plan. In 1996, $8,989
and 7,570 was earned by Mr. Kyle and Mr. Barham, and $41,818 was earned by the
six executive officers as a group under the plan.
Each employee of the Bank who has attained the age of 21 years and has
worked at least 1,000 hours for the Bank and has one year of service in a
calendar year is eligible to participate in the ESOP, the 401(k) Savings Plan,
and the pension plan. Directors who are not active employees of the Bank are not
entitled to participate in any employee benefit plans of the Bank.
All other benefits which might be considered of a personal nature would
not be considered significant in relation to the total compensation of O. R.
Barham, Jr. or any other executive officer.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
As of December 31, 1996, borrowing from the Bank by all policy-making
officers, directors, their immediate families, and affiliated companies in which
they are Stockholders amounted to approximately
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<PAGE>
$3,244,100. This amount represented 12.2% of the total equity capital of the
Bank as of December 31, 1996, and 1.6% of the total assets of the Bank. These
loans were made in the ordinary course of the Bank's business, on the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with others, and do not involve greater than
normal risks of collectibility. The Bank expects to have similar banking
transactions with directors, officers, principal Stockholders and their
associates in the future.
STOCK PERFORMANCE GRAPH
The following graph compares the Holding Company's Stockholder return
with the return of certain indices for the period beginning December 31, 1990
and for following years ending December 31. The Holding Company's stock
performance is compared to the NASDAQ Stock Index and the Carson Medlin
Community Bank Index.
[GRAPH]
SECOND NATIONAL FINANCIAL CORPORATION
Five Year Performance Index
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
SECOND NATIONAL FINANCIAL CORPORATION 100 117 129 132 137 150
INDEPENDENT BANK INDEX 100 130 163 197 268 313
NASDAQ INDEX 100 116 134 131 185 227
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<PAGE>
Stockholders should note that the Holding Company's common stock is
traded infrequently on a local basis and is not quoted or traded on a national
exchange, while many of the institutions in the indexes used for comparison are
traded on national exchanges. Accordingly, this graph is not necessarily
indicative of how the Holding Company would trade on a regional or national
exchange. In addition, there is no reason to assume that the performance of the
Holding Company's common stock for the period shown on the graph is reflective
of expected long-term performance.
RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors has appointed Yount, Hyde & Barbour, Certified
Public Accounts, P.C., as the external auditors for the Holding Company and the
Bank for the fiscal year ending December 31, 1997. Yount, Hyde & Barbour
rendered audit services to the Holding Company and Bank during 1996. These
services consisted primarily of the examination and audit of the financial
statements of the Holding Company and the Bank, tax reporting assistance, and
other audit and accounting matters. Representatives of Yount, Hyde & Barbour,
P.C. will have the opportunity to make a statement and to answer questions at
the Annual Meeting if they desire to do so.
1998 ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors need not include an otherwise appropriate
Stockholder proposal in its proxy statement or form of proxy for that meeting
unless the proposal is received by the Holding Company at its main office on or
before December 15, 1997.
ANNUAL REPORTS TO STOCKHOLDERS
The Holding Company's Annual Report for the year ended
December 31, 1996, which includes audited financial statements of the Holding
Company and the Bank for the years 1996 and 1995 prepared in conformity with
generally accepted accounting principles, has been previously sent to all
Stockholders. A copy of the Annual Report will be sent to any Stockholder upon
request. Requests for additional copies of the Annual Report should be directed
to Jeffrey W. Farrar, Secretary and Chief Financial Officer, at 102 South Main
Street, P. O. Box 71, Culpeper, Virginia 22701.
OTHER MATTERS
Management knows of no other business to be brought before the Annual
Meeting. Should any other business properly be presented for action at the
meeting, the shares represented by the enclosed proxy will be voted by the
persons named therein in accordance with their best judgment and in the best
interests of the Holding Company.
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<PAGE>
SECOND NATIONAL FINANCIAL CORPORATION
MANAGEMENT PROXY: Solicited on behalf of the Board of Directors
The undersigned Stockholder(s) of Second National Financial Corporation
(the "Holding Company") hereby appoints Lewis P. Armstrong, Gregory L. Fisher,
and Allen Y. Stokes, with full power to act alone and full power of substitution
to each, as proxies of the undersigned with authority to vote in the name and on
behalf of the undersigned at the Annual Meeting of Stockholders of the Holding
Company to be held at the Holiday Inn, Route 29 South, Culpeper, Virginia, on
Thursday, April 10, 1997, at 1:00 p.m., or at any adjournment thereof, on the
following matters:
1. To elect the 2 persons listed below to serve as directors of the Holding
Company. CUMULATIVE VOTING IS NOT PERMITTED.
INSTRUCTIONS: If you wish to grant authority to vote for both nominees or
against both nominees, place an "X" on the appropriate line. If you wish
to withhold your vote from one or more nominees, place a line through the
name(s).
For both Nominees ________ Against both Nominees ________
Marshall D. Gayheart, Jr. W. Robert Jebson, Jr.
2. To ratify the selection of Yount, Hyde & Barbour, P.C. as external auditors
for the fiscal year ending December 31, 1997.
For ________ Against ________ Abstain ________
3. To transact such other business as may properly come before the meeting.
When properly signed, this proxy will be voted in the manner directed by
the undersigned. If no direction is given, this proxy will be voted FOR items
(1) and (2).
By signing this proxy, the undersigned acknowledges that he or she has
received the Holding Company's Proxy Statement dated March 7, 1997.
Dated: ________________ Number of Shares _____________________
______________________________________
Signature of Stockholder
______________________________________
Signature of Stockholder
NOTE: Joint owners should each sign.
When signing as attorney, executor,
administrator, or guardian, please
give full title as such. If signer
is a corporation, please sign with
the full corporate name by duly
authorized officers.
Number attending ____ the buffet after
the Stockholders meeting on April 10,
1997 at the Holiday Inn.
