Additional Proxy Soliciting Materials (definitive) (defa14a)
2012年12月4日 - 6:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by a
Party other than the Registrant
¨
Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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ALLIANCE BANKSHARES
CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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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.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
ALLIANCE BANKSHARES
CORPORATION
William E. Doyle, Jr.
703.814.7201
GLASS LEWIS
RECOMMENDS VOTE FOR MERGER WITH WASHINGTONFIRST
CHANTILLY, VA December 3, 2012
Alliance Bankshares Corporation (NASDAQ: ABVA) announced that Glass Lewis & Co., one of the leading independent U.S. proxy advisory firms, has recommended that the shareholders of Alliance vote FOR the proposals in its proxy
statement for the special meeting scheduled to be held on Wednesday, December 19, 2012 at 2:00 p.m. local time, at the Hyatt Fair Lakes, 12777 Fair Lakes Circle, Fairfax, Virginia.
At the special meeting, Alliances shareholders will be asked to consider and vote on a proposal to
(i) approve the Agreement and Plan of Reorganization, dated as of May 3, 2012, and related plan of merger, by and between WashingtonFirst Bankshares, Inc., Alliance and Alliance Bank Corporation, as amended, pursuant to which Alliance will
merge with and into WashingtonFirst, with WashingtonFirst surviving the merger, upon the terms and subject to the conditions set forth in the reorganization agreement, (ii) approve certain compensation that Alliances named executive
officers may receive, under pre-existing agreements, in connection with the merger, and (iii) adjourn or postpone the special meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of
the special meeting to achieve a quorum or approve the reorganization agreement.
All shareholders of Alliance are encouraged
to vote. Because approval of the merger proposal requires the affirmative vote of more than two-thirds of the outstanding shares of Alliances common stock entitled to vote at the special meeting, failing to vote or abstaining from voting,
either in person or by proxy, will have the same effect as a vote against approval of the merger proposal.
About the
Companies:
WashingtonFirst Bankshares, Inc. is headquartered in Reston, Virginia and is the holding company for
WashingtonFirst Bank, which commenced operations in 2004. WashingtonFirst Bank, which focuses on providing quality, tailored services to its customers, conducts a full service commercial banking operation through ten offices, with four located in
Northern Virginia, three in Maryland and three in the District of Columbia.
For more information about WashingtonFirst, please visit:
www.wfbi.com
.
Alliance Bankshares Corporation is the holding company for Alliance Bank, which commenced
operations in 1998. Alliance Bank is headquartered in Chantilly, Virginia, and places special emphasis on serving the needs of individuals, small and medium size businesses and professional concerns in the greater Washington, D.C. metropolitan area
through six offices located in Northern Virginia.
For more information about Alliance, please visit:
www.alliancebankva.com
.
Additional Information Regarding the Merger and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. WashingtonFirst has filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-4, as amended (registration no. 333-183255), that includes a proxy statement of Alliance
that also constitutes a proxy statement and a prospectus of WashingtonFirst. A definitive proxy statement and prospectus was first mailed to shareholders of WashingtonFirst and Alliance on or about November 13, 2012, and Alliance also plans to
file other documents with the SEC regarding the merger. INVESTORS AND SECURITY HOLDERS OF WASHINGTONFIRST AND ALLIANCE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Certain of such documents are not currently available. Investors and security holders will be able to obtain the documents (when
available) free of charge at the SECs web site,
www.sec.gov
. Copies of the documents filed with the SEC by WashingtonFirst will be available free of charge on WashingtonFirsts website at
www.wfbi.com
under the tab
About the Bank and then under the heading Investor Relations or by contacting WashingtonFirsts Investor Relations Department at 11921 Freedom Drive, Suite 250, Reston, VA 20190. Copies of the documents filed with the
SEC by Alliance will be available free of charge on Alliances website at
www.alliancebankva.com
under the tab Investor Relations and then under the heading Press Releases or under the heading Documents/SEC
Filings. You may also read and copy any reports, statements and other information filed with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington DC. Information about the operation of the SEC Public Reference Room
may be obtained by calling the SEC at 1-800-SEC-0330.
WashingtonFirst, Alliance and their respective directors,
executive officers, and certain other members of management and employees of WashingtonFirst, Alliance and their respective subsidiaries may be deemed to be participants in the solicitation of proxies from shareholders of Alliance in connection with
the merger. Information about the directors and executive officers of WashingtonFirst is set
forth in WashingtonFirsts proxy statement dated March 15, 2012 available on WashingtonFirsts website at
www.wfbi.com
under the tab About the Bank and then
under the heading Investor Relations. Information about the directors and executive officers of Alliance is set forth in an amendment on Form 10-K/A to Alliances Annual Report on Form 10-K filed with the SEC on April 30, 2012.
Additional information regarding the interests of such participants is included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
###
Alliance Bankshares (NASDAQ:ABVA)
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