Filed by Southern Financial Bancorp, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933, as amended, and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as
amended
Subject Company: Southern Financial
Bancorp, Inc.
Commission File No.: 000-22836
[LOGO OF
SOUTHERN
FINANCIAL
BANCORP, INC.] Southern Financial Bancorp, Inc.
37 E. Main Street
Warrenton, VA 20186
SOUTHERN FINANCIAL BANK AND FIRST SAVINGS BANK OF VIRGINIA AGREE TO MERGE
FOR IMMEDIATE RELEASE
Friday, March 31, 2000
Contact: Contact: Patricia Ferrick (540) 349-3900
Southern Financial Bancorp. Inc. NASDAQ Symbol "SFFB"
Website: www.southernfinancialbank.com
Phone (540) 349-3900 Fax (540) 349-3904
WARRENTON, Va. -- Georgia Derrico, Chairman and Chief Executive Officer of
Southern Financial Bancorp, Inc. (Nasdaq: SFFB), and Barbara J. Fried, Chairman
of the Board of First Savings Bank of Virginia, today announced the signing of a
definitive agreement providing for the merger of First Savings Bank into
Southern Financial Bank, a wholly owned subsidiary of Southern Financial.
Under the terms of the merger agreement, Southern Financial has agreed to issue
0.44 shares of its common stock in exchange for each share of First Savings
Bank's common stock.
Following the closing of the merger, Ms. Fried will join Southern Financial's
Board. Georgia Derrico, Chairman and CEO of Southern Financial commented: "I
have known and admired Barbara Fried for over ten years. I am delighted that
Barbara will be joining our Board and that First Savings Bank will be part the
Southern Financial family. I believe that there is a an excellent fit both
geographically and in business strategy between the two banks."
Subject to certain conditions including receipt of regulatory approval and
approval of the shareholders of Southern Financial and First Savings Bank, the
closing of the merger is anticipated to occur in the third quarter of 2000. The
parties expect that the merger will be accounted for under the pooling method.
Southern Financial is the holding company for Southern Financial Bank, a
commercial bank with 17 branch offices in Fairfax, Fauquier, Frederick, Loudoun
and Prince William Counties and the cities of Fredericksburg and Winchester,
Virginia, including its main office in Warrenton. First Savings Bank's main
office is in Springfield, Virginia. In addition, it has a branch office in
Fredericksburg. As of December 31, 1999 First Savings Bank had total assets of
$69.0 million, deposits of $55.1 million and stockholders equity of $4.7
million. At year end, net loans receivable were $47.7 million. The merger will
result in an institution with combined assets of approximately $475 million and
a network of 19 full-service banking locations throughout northern Virginia.
[MAP SHOWING SOUTHERN FINANCIAL BANK AND FIRST SAVINGS BANK OF VIRGINIA BRANCH
LOCATIONS IN THE FOLLOWING VIRGINIA COUNTIES: FREDERICK COUNTY, CLARKE COUNTY,
FAUQUIER COUNTY, LOUDOUN COUNTY, PRINCE WILLIAM COUNTY, FAIRFAX COUNTY, STAFFORD
COUNTY AND SPOTSYLVANIA COUNTY]
Southern Financial cautions readers that certain statements in this release may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Although Southern Financial believes
that its expectations with respect to these forward-looking statements are based
upon reasonable assumptions within the bounds of its business operations, there
can be no assurance that the actual results, performance or achievements of
Southern Financial will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. For more details on factors that could affect expectations, see the
Company's Annual Report on Form 10-K for the year ended December 31, 1999, as
filed with the Securities and Exchange Commission.
This news release may be deemed to be offering materials of Southern Financial
in connection with its proposed acquisition of First Savings Bank upon the terms
and subject to the conditions set forth in the Agreement and Plan of
Reorganization, dated as of March 31, 2000, by and between Southern Financial
and First Savings Bank (the "Agreement"). This filing is being made in
connection with Regulation of Takeovers and Security Holder Communications
(Release Nos. 33-7760 and 34-42055) adopted by the Securities and Exchange
Commission.
Shareholders of First Savings Bank and other investors are urged to read the
proxy statement/prospectus that will be included in the Registration Statement
on Form S-4 to be filed by Southern Financial with the SEC in connection with
the proposed acquisition because it will contain important information about
Southern Financial, First Savings Bank, the merger, the persons soliciting
proxies in the merger and their interests in the merger and related matters.
After it is filed with the SEC, the proxy statement/prospectus will be available
for free, both on the SEC's web site (www.sec.gov) and from Southern Financial
and First Savings Bank as follows:
Southern Financial: First Savings Bank:
Shareholder Relations Jeffrey C. Constantz, President
Southern Financial Bancorp, Inc. First Savings Bank of Virginia
37 E. Main Street 6551 Loisdale Court, Suite 900
Warrenton, Virginia 20186 Springfield, Virginia
(540) 349-3900 (703) 922-7100
In addition to the proposed registration statement and proxy
statement/prospectus, Southern Financial files annual, quarterly and special
reports, proxy statements and other information with the SEC. Investors may read
and copy any reports, statements or other information filed by Southern
Financial at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's other public reference rooms in New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Southern Financial's filings
with the SEC are also available to the public from commercial document-retrieval
services and on the SEC's web site at www.sec.gov.