FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-97088
PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED OCTOBER 20, 1995
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
150,000 SHARES OF COMMON STOCK
($2.50 par value)
AMENDMENT
Second National Financial Corporation (the "Company") has exercised the
right granted to it under the Dividend Reinvestment and Stock Purchase Plan (the
"Plan") to make a modification to the Plan to delete the 5% discount from market
price for shares of the Company purchased on behalf of participants with cash
dividends. Beginning with the dividend payable in February of 1998, all
purchases of shares of the Company's common stock under the Plan either through
investing cash dividends or through optional cash payments will be at 100% of
the market value of such common stock determined in accordance with the Plan.
All other provisions of the Plan will continue in effect.
Accordingly, all provisions of the Prospectus dated October 20, 1995,
including, without limitation, the portions thereof described as the Summary,
the Stock Purchase Procedures, and Income Tax Status, that relate to the 5%
discount from market price for cash dividends invested in the Company's common
stock are deleted. These provisions are amended as of the date hereof and
effective immediately.
Beginning with the dividend payable in February of 1998, all purchases
of shares of the Company's common stock under the Plan either through investing
cash dividends or through optional cash payments will be at 100% of the market
value of such common stock determined in accordance with the Plan. The effect of
the modification to the Plan is that the Company will no longer pay the Plan
Administrator the funds to cover the difference between the actual cost of the
shares purchased for the Plan and the 95% thereof being supplied from dividends
reinvested by participants and paid to the Plan Administrator. Therefore,
participants under the Plan will pay 100% of the market value for shares
purchased under the Plan. All other provisions of the Prospectus continue in
effect.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus Supplement is dated December 22, 1997.
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(date)
Second Bank & Trust
P. O. Box 71
Culpeper, Virginia 22701
Re: Termination of Participation in the Stock Purchase Plan
of Second National Financial Corporation
Dear Plan Administrator:
The undersigned hereby withdraws from the Plan and asks that
the undersigned's account be closed and that all shares in the account be
delivered to the undersigned as provided in the Plan.
Very truly yours,
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Name of Participant as it appears on the
stock records of the Plan
Address of the Plan participant:
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<PAGE>
[Second National Financial Corporation]
December 22, 1997
Dear Fellow Stockholder:
At its meeting on December 11, 1997, the Board of Directors of
the Company modified the Dividend Reinvestment and Stock Purchase Plan of Second
National Financial Corporation (the "Plan") to delete the 5% discount from
market price for shares of the Company purchased with cash dividends. The
Directors determined that the 5% discount was not of sufficient benefit to the
Company to be continued, and its removal would reduce the overall cost and
administrative burden of the Plan. Beginning with the dividend payable in
February, 1998, all purchases of shares of the Company's common stock under the
Plan either through investing cash dividends or through optional cash payments
will be at 100% of the market value of such common stock determined in
accordance with the Plan. All other provisions of the Plan will continue in
effect.
The Plan continues to offer all of the remaining investment
benefits as before. You can continue to purchase conveniently additional shares
of Company common stock through the stock purchase feature of the Plan. You will
pay no brokerage fees, commissions or service charges for the shares purchased
with either your reinvested dividends or optional cash payments. Your dividend
will continue to build upon itself. Dividends that are reinvested will purchase
additional shares, which will in turn generate additional dividend income. As
before, your record-keeping is simplified. The Bank, as Plan Administrator, will
continue to send periodic statements advising you on the current status of your
Plan account, and you will avoid the need for safekeeping of the stock
certificates. For that reason, if you are participating, we urge you to continue
to participate in the Plan. However, if you wish to terminate your participation
in the Plan, please return the enclosed notification to us as soon as possible.
If you would like for your termination to be effective for our upcoming February
dividend, please return the notification no later than January 31, 1998. I have
also enclosed a Prospectus Supplement describing the changes to the Plan. If you
would like a copy of the Prospectus describing the remaining provisions of the
Plan, please let us know.
As always, we appreciate your continuing support and encourage
you to recommend our services to your friends and neighbors.
Cordially,
/s/ Ed Barham
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O. R. Barham, Jr.
President and Chief Executive Officer
Enclosures
