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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 10, 1998
Second National Financial Corporation
(Exact Name of Registrant as specified in its Charter)
<TABLE>
<S> <C>
Virginia 000-22747 54-1542438
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
</TABLE>
102 South Main Street
P. O. Box 71
Culpeper, Virginia 22701-0071
(540) 825-4800
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
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JEFFREY W. FARRAR
Senior Vice President and Chief Financial Officer
Second National Financial Corporation
102 South Main Street
P. O. Box 71
Culpeper, Virginia 22701-0071
(540) 825-8400
(Name, address, including zip code, and the telephone number,
including area code, of agent for service)
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(Former name or former, if changed since last report.)
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Item 5. Other Events.
On September 14, 1998, Second National Financial Corporation (the
"Company") issued the press release attached hereto as Exhibit 99.1 and
incorporated herein by reference, announcing (1) approval by shareholders of the
Company of the April 18, 1998 Agreement and Plan of Reorganization providing for
the affiliation of the Company with Virginia Heartland Bank and (2) adoption by
the Company's Board of Directors of a shareholder rights plan.
Item 7. Financial Statements and Exhibits.
(a) None
(b) Exhibits
Exhibit 99.1 Press Release dated September 14, 1998
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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: September 14, 1998 By: /s/ Jeffrey W. Farrar
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Jeffrey W. Farrar
Senior Vice President and
Chief Financial Officer
Exhibit 99.1
SECOND NATIONAL FINANCIAL CORPORATION
Shareholders of Second National Financial Corporation Approve
Affiliation with Virginia Heartland Bank and
Corporation Adopts Rights Plan
CULPEPER, VA., September 14, 1998 (NASDAQ NMS: SEFC) Second National Financial
Corporation announced that, at a special meeting of shareholders held on
September 10, 1998, its shareholders approved the April 18, 1998 Agreement and
Plan of Reorganization providing for the affiliation of the Corporation with
Virginia Heartland Bank. Shareholders of Virginia Heartland Bank approved the
transaction September 9, 1998. Subject to regulatory approval, it is anticipated
that the transaction will be consummated in early October. Upon consummation,
each share of Virginia Heartland Bank will be exchanged for 1.15 shares of the
Corporation's common stock and the Corporation will change its name to Virginia
Commonwealth Financial Corporation.
In a separate action, also on September 10, 1998, the Board of Directors
of the Corporation adopted a shareholder rights plan designed to protect its
shareholders from attempts to acquire control of the Corporation at an
inadequate price and from other coercive takeover tactics.
The plan provides for the distribution of a dividend of one right to
purchase preferred stock for each outstanding share of the Corporation's common
stock. The dividend will be distributed on September 28, 1998 to shareholders of
record as of the close of business on such date. The rights will expire on
September 9, 2008, unless earlier redeemed or exchanged by the Company.
Executive management at both Second Bank & Trust and Virginia Heartland
Bank stated: "The plan is being adopted after careful deliberation to promote
the Board's ability to protect the interests of the Corporation's shareholders,
and not in response to any specific attempt to acquire control of the
Corporation. The Corporation is not aware of any such attempt. More than 1000
companies have adopted similar rights plans. The Plan will not prevent the Board
from receiving and considering an offer to acquire the Corporation if the Board
concludes that the offer is in the best interest of the shareholders."
Shareholders of the Corporation will receive a letter summarizing the
details of the plan. Each right will entitle a shareholder to buy one unit of a
newly authorized series of preferred stock at an exercise price of $120.00.
Each unit is structured to be the economic equivalent of one share of common
stock. The rights will be exercisable only if a person or group acquires, or
announces a tender offer for 15% or more of the Corporation's common stock.
In the event any person becomes an "acquiring person" through acquisition
of 15% or more of the Corporation's common stock, each right will entitle the
holder (other than the acquiring person) to purchase at the exercise price
preferred stock, or, at the option of the Corporation common stock, having a
market value equal to twice the exercise price of the rights.
In the event the Company is acquired in a transaction in which the
Corporation is not the surviving corporation or 50% or more of the Corporation's
assets or earning power is sold or transferred, each right will entitle the
holder (other than the acquiring person) to purchase at the exercise price
common stock of the acquiring company having a market value equal to twice the
exercise price of the rights.
At any time (including a time after an person becomes an acquiring
person), the Corporation may exchange all or a part of the rights for shares of
common stock at an exchange ratio of one share per right, subject to appropriate
adjustment to reflect any stock split or similar transaction.
At any time until ten days after a person has become an acquiring person,
the Corporation may redeem the rights in whole, but not in part, at the
redemption price of $.01 per right. After that time, the Corporation may also
redeem the rights in whole, but not in part, at the redemption price in
connection with a Board-approved merger or other business combination
transaction involving the Corporation which does not involve an acquiring person
and in which all shareholders are treated alike.
