DEFINITIVE ADDITIONAL MATERIALS

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:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission on Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

x  Definitive Additional Materials

 

¨  Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12

 

 

 

POTOMAC BANCSHARES, INC.

(Name of Registrant as Specified in Its Charter)

 

 

 

Gayle Marshall Johnson

(Name of Person(s) Filing Proxy Statement)

 

 

Payment of Filing Fee (Check the appropriate box):

 

x  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)  Title of each class of securities to which transaction applies:

 

 
  (2)  Aggregate number of securities to which transaction applies:

 

 
  (3)  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):

 

 
  (4)  Proposed maximum aggregate value of transaction:

 

 
  (5)  Total fee paid:

 

 

 

¨  Fee paid previously with preliminary materials.
¨  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.
  (1)  Amount Previously Paid:

 

 
  (2)  Form, Schedule or Registration Statement No.:

 

 
  (3)  Filing Party:

 

 
  (4)  Date Filed:

 

 

 

LOGO

 

April 8, 2004

 

Dear Shareholder:

 

There are two corrections to page 14 of your proxy statement.

 

First, under “Performance Graph”, the first sentence should read: The following graph compares the yearly percentage change in Potomac’s cumulative total shareholder return on common stock for the five year period ending December 31, 2003, with the cumulative total return of the Media General Index (SIC Code Index 6712 – Bank Holding Companies).

 

Secondly, the graph prepared by Media General Financial Services Inc. incorrectly plots the cumulative return of Potomac Bancshares Inc. stock in 2003. The graph did not adjust for our stock dividend which was declared in February of 2003. As illustrated on the revised graph below, the cumulative return on your investment in 2003 is much more favorable.

 

LOGO

 

If you should have any questions, do not hesitate to contact me directly at (304) 728-2431.

 

Sincerely,

 

/s/Robert F. Baronner, Jr.

 

Robert F. Baronner, Jr.

 

President and CEO