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FILED BY PROVIDENT BANKSHARES CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: SOUTHERN FINANCIAL BANCORP, INC.
COMMISSION FILE NO. 0-22836
On November 5, 2003, Provident Bankshares Corporation, a Maryland
corporation issued the following press release:
CONTACT:
Media - Lillian Kilroy (410) 277-2833
Investment Community - Josie Porterfield (410) 277-2889
PROVIDENT BANKSHARES TO PRESENT AT
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SANDLER O'NEILL FINANCIAL SERVICES CONFERENCE
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BALTIMORE: (November 5, 2003) - Provident Bankshares Corporation (NASDAQ:PBKS),
the parent company of Provident Bank, today announced that it will be a
presenter at the Sandler O'Neill & Partners, L.P. Financial Services Conference
being held in Palm Beach Gardens, Florida from November 12-14, 2003.
Provident's Chairman and CEO Gary N. Geisel, and CFO Dennis Starliper, will
discuss the Company's strategies and results, including the recently announced
merger with Southern Financial Bancorp. Provident's presentation will take place
at 1:10 p.m. on Thursday, November 13, 2003.
The conference can be attended by invitation only, however, Provident's
presentation may be accessed live via web cast or audio conference. The web cast
may be accessed at the Sandler O'Neill web site at www.sandleroneill.com. The
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audio conference may be accessed by dialing 800-239-8730. Callers must reference
the Sandler O'Neill Conference and indicate that they would like to listen to
Session 3. Slides used for the presentation will be available on Provident's web
site at www.provbank.com.
Provident Bankshares Corporation is the holding company for Provident Bank, the
second largest independent commercial bank headquartered in Maryland. With $5.0
billion in assets, Provident serves individuals and businesses in the
Baltimore-Washington corridor through a network of 116 banking offices in
Maryland, Northern Virginia, and southern York County, Pa. Provident Bank also
offers related financial services through wholly owned subsidiaries. Mutual
funds, annuities and insurance products are available through Provident
Investment Company and leases through Court Square Leasing and Provident Lease
Corp. Visit Provident on the web at www.provbank.com.
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Provident Bankshares Corporation and Southern Financial Bancorp, Inc. will be
filing a joint proxy statement/prospectus and other relevant documents
concerning the merger with the United States Securities and Exchange Commission
(the "SEC").
WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by Provident
Bankshares Corporation will be available free of charge from the Investor
Relations Department at Provident Bankshares Corporation, 114 East Lexington
Street, Baltimore, Maryland 21202. Documents filed with the SEC by Southern
Financial Bancorp, Inc. will be available free of charge from the Investor
Relations Department at Southern Financial Bancorp, Inc., 37 East Main Street,
Warrenton, Virginia 20186.
The directors, executive officers, and certain other members of management of
Provident Bankshares Corporation and Southern Financial Bancorp, Inc. may be
soliciting proxies in favor of the merger from the companies' respective
shareholders. For information about these directors, executive officers, and
members of management, shareholders are asked to refer to the most recent proxy
statements issued by the respective companies, which are available on their web
sites and at the addresses provided in the preceding paragraph.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK FACTORS
This release, and the associated conference call, web cast, other written
materials, and statements management may make, may contain certain
forward-looking statements regarding the Company's prospective performance and
strategies within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies, and expectations of the Company, are generally
identified by use of the words "plan," "believe," "expect," "intend,"
"anticipate," "estimate," "project," or other similar expressions. The Company's
ability to predict results or the actual effects of its plans and strategies is
inherently uncertain. Accordingly, actual results may differ materially from
anticipated results.
The following factors, among others, could cause the actual results of the
merger to differ materially from the expectations stated in this release and the
associated conference call and web cast: the ability of the companies to obtain
the required shareholder or regulatory approvals of the merger; the ability of
the companies to consummate the merger; the ability of Southern Financial to
timely complete its acquisition of Essex Bancorp, Inc.; the ability to
successfully integrate the companies following the merger; a materially adverse
change in the financial condition of either company; the ability to fully
realize the expected cost savings and revenues; and the ability to realize the
expected cost savings and revenues on a timely basis.
Other factors that could cause the actual results of the merger to differ
materially from current expectations include a change in economic conditions;
changes in interest rates, deposit flows, loan demand, real estate values, and
competition; changes in accounting principles, policies, or guidelines; changes
in legislation and regulation; and other economic, competitive, governmental,
regulatory, geopolitical, and technological factors affecting the companies'
operations, pricing, and services.
The Company undertakes no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date on which such
statements were made.
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