-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SCqUD4hzzdVQfe/JG/Qv8PooLRt5fsU1x+lTcF0oke0gFNAriKj15JUdNhyac4k9 1ftxr4yvjXRkAOrRejPSFA== 0000916641-01-501769.txt : 20020412 0000916641-01-501769.hdr.sgml : 20020412 ACCESSION NUMBER: 0000916641-01-501769 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA COMMONWEALTH FINANCIAL CORP CENTRAL INDEX KEY: 0000862077 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541542438 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22747 FILM NUMBER: 1811169 BUSINESS ADDRESS: STREET 1: 102 SOUTH MAIN ST STREET 2: PO BOX 71 CITY: CULPEPER STATE: VA ZIP: 22701 BUSINESS PHONE: 5048254800 FORMER COMPANY: FORMER CONFORMED NAME: SECOND NATIONAL FINANCIAL CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA FINANCIAL CORP CENTRAL INDEX KEY: 0001036070 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541829288 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 24 SOUTH AUGUSTA ST CITY: STAUNTON STATE: VA ZIP: 24401 BUSINESS PHONE: 5408851232 MAIL ADDRESS: STREET 1: 24 SOUTH AUGUSTA ST CITY: STAUNTON STATE: VA ZIP: 24401 425 1 d425.txt JOINT PRESS RELEASE Filed by Virginia Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Virginia Commonwealth Financial Corporation Commission File No. 000-22747: Dated: December 7, 2001 JOINT PRESS RELEASE OF VIRGINIA FINANCIAL CORPORATION AND VIRGINIA COMMONWEALTH FINANCIAL CORPORATION [VFC LOGO] [VCFC LOGO] For further information, please contact: Virginia Financial: Harry V. Boney, Jr. (540) 885-1232 Virginia Commonwealth: O. R. Barham, Jr. (540) 825-4809 VIRGINIA FINANCIAL CORPORATION AND VIRGINIA COMMONWEALTH FINANCIAL CORPORATION ANNOUNCE REGULATORY APPROVAL OF PEER MERGER AND MEETING OF STOCKHOLDERS. Staunton and Culpeper, VA - December 7, 2001--The Board of Directors of Virginia Financial Corporation (OTC Bulletin Board: VFNL) and Virginia Commonwealth Financial Corporation (Nasdaq SmallCap Market: VCFC) today jointly announced regulatory approval from the Federal Reserve and the Virginia Bureau of Financial Institutions of their merger-of-equals transaction. The merger will create the third largest independent bank holding company and fourth largest independent trust company headquartered in the Commonwealth of Virginia. The companies also announced that shareholders of record on November 30, 2001 for each company will hold special meetings on January 15, 2002 in Staunton and Culpeper to vote on the merger. Proxy materials have been mailed to each shareholder of Virginia Financial and Virginia Commonwealth. The combined company, which will be known as Virginia Financial Group, Inc., will be the holding company for: Planters Bank & Trust Company of Virginia - - in Staunton, Second Bank & Trust - in Culpeper, Virginia Heartland Bank - in Fredericksburg, Caroline Savings Bank - in Bowling Green, and Virginia Commonwealth Trust Company - in Culpeper. Virginia Commonwealth Financial Corporation (Nasdaq SmallCap Market: VCFC) is the $492.0 million holding company for Second Bank & Trust, Virginia Heartland Bank and Caroline Savings Bank, which operate fourteen branch offices located in the counties of Culpeper, Madison, Orange, Rockingham, Spotsylvania, Stafford, Caroline and the City of Fredericksburg. Virginia Commonwealth Trust Company provides trust and asset management services to these market areas. Virginia Financial Corporation (OTC Bulletin Board: VFNL) is the $518.8 million holding company for Planters Bank & Trust Company of Virginia. The company serves its customers through a network of fifteen branch offices in Augusta, Rockbridge and Rockingham counties, and the cities of Staunton, Waynesboro, Lexington, Buena Vista and Harrisonburg. Additional Information: - ---------------------- The proposed transaction will be submitted to Virginia Financial's and Virginia Commonwealth's shareholders for their consideration, and on December 3, 2001, Virginia Financial filed an amended registration statement on Form S-4 with the SEC containing the definitive joint proxy statement/prospectus of Virginia Financial and Virginia Commonwealth and other relevant documents concerning the proposed transaction. Shareholders are urged to read the joint proxy statement/prospectus, and any other relevant documents filed with the SEC, because they contain important information. You are able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Virginia Financial and Virginia Commonwealth, at the SEC's Internet site (http://www.sec.gov). Copies of the joint proxy statement/ prospectus and the SEC filings that have been or will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to: EVP and CFO, Virginia Commonwealth Financial Corporation, 102 South Main Street, P.O. Box 71, Culpeper, Virginia 22701-0071 or to President, Virginia Financial Corporation, 24 South Augusta Street, P.O. Box 1309, Staunton, Virginia 24401. Virginia Financial and Virginia Commonwealth, and their respective directors and executive officers, and others may be deemed to be participants in the solicitation of proxies from the shareholders of Virginia Financial and Virginia Commonwealth in connection with the merger. Information about the identity of the participants in the solicitation and a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the joint proxy statement/prospectus. 2 -----END PRIVACY-ENHANCED MESSAGE-----