Filed by Fidelity Bankshares, Inc.
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: Fidelity Bankshares, Inc.
Commission File Number: 000-29040
FIDELITY FEDERAL
KEY MESSAGES FOR MEDIA
Strategic Rationale
o The powerful combination of our organizations will strengthen and broaden
the products and services Fidelity Federal provides, and greatly expand
our geographic reach.
o Headquartered in Cleveland, Ohio, National City operates an extensive
retail bank with more than 1,200 branches and 1,900 ATMs, primarily in
the Midwest.
o National City is a leader in consumer, small business, commercial and
residential mortgage lending. And, the company provides comprehensive
wealth management services, including investment management, trust and
estate administration and sophisticated tax planning through National
City Private Client Group, which has offices in Palm Beach Gardens and
Naples.
o Leveraging the National City's size and resources we'll even better
position Fidelity to the unique financial services of our customers and
those of our growing region.
o That will include an even larger branch network here in Florida. Upon
completion of our merger and National City's pending acquisition of
Harbor Florida Bancshares, we'll be part of a 92 branch-network along the
state's east coast, stretching from Port St. Lucie to Ft. Lauderdale.
o National City has conducted business in the state for many years,
primarily in residential and commercial real estate lending, commercial
finance and personal wealth management.
o While our size and scope will change, what will not is our personal
attention to detail and superior service that our customers deserve and
expect from Fidelity Federal.
o National City's success in other new markets has largely resulted from
its firm commitment to local decision making, which will remain with me
and members of our leadership team.
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Community Support
o Like Fidelity, National City has a longstanding reputation of civic and
community engagement. They are committed to working with local community
leaders, non-profit organizations and government officials to make a
lasting difference. To help ensure continuation of Harbor Florida's
community support, National City will establish a $2 million charitable
fund to be used exclusively in the communities currently served by
Fidelity.
Impacts on Workforce
o National City is committed to growing and expanding our customer base and
franchise, and to do so effectively, they will need a talented, dedicated
and driven work force. As a result, long term, we actually expect
expanded opportunities for employees and ultimately, for employment
opportunities to grow.
o There is the potential for some job impacts, most likely in certain back
office functions. National City does not intend to close any branches.
Rather, the company will focus on expanding our existing network.
o For those who might be affected, National City, like Fidelity, is a
caring and compassionate employer committed to providing resources and
support to help employees affected by any change.
o Again, however, National City will focus on growing our business,
including continuing to expand our branch network. Ultimately, there will
be enhanced employment opportunities.
Commitment to Customer Service
o National City's unwavering commitment to providing high quality service
and to supporting the communities it serves made this a natural fit for
us. National City's brand promise, "At National City, we care about doing
what's right for our customers" is a philosophy consistent with our
customer-friendly, community-oriented culture.
o We are committed to working quickly and deliberately with National City
as soon as the transaction is finalized, to ensure a smooth transition
for all our customers.
Anticipated Media Questions
Q. Are positions going to be affected as a result of the merger?
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National City intends to merge with Fidelity Federal because of the tremendous
growth opportunities that will result. The company is committed to growing and
expanding our customer base and franchise, and to do so effectively, they will
need a talented, dedicated and driven work force. As a result, long term, we
actually expect expanded opportunities for employees and ultimately, for
employment opportunities to grow.
There is the potential for some job impacts, most likely in certain back office
functions. National City does not intend to close any branches. Rather the
company will focus on expanding our existing network. For those who might be
affected, National City, like Fidelity, is a caring and compassionate employer
committed to providing resources and support to help employees affected by any
change. Again, however, National City will focus on growing our business,
including continuing to expand our branch network. Ultimately, there will be
enhanced employment opportunities.
Q. Will the Fidelity name change?
Yes, we will change to the National City name at some point after the
transaction closes and about the time systems conversion has been completed.
Q. What will happen to customer accounts?
There will be no immediate changes to customer accounts and customers do not
need to take any action at this time. Regarding changes in systems, procedures
and other aspects, information will be provided over the course of the
integration period.
Q. Is there overlap between Fidelity and Harbor Florida branches? Will branches
close because of the merger?
While Fidelity and Harbor Florida operate in contiguous markets, there is very
little - if any - overlap in branch locations. National City does not intend to
close any branches.
Q. Who will be the senior bank official in Florida?
Local decision making is and will remain a central theme of National City's
business model, as will a commitment to supporting the communities we serve. I
(Vince) will continue to lead the markets currently served by Fidelity, and
Michael Brown, Sr. will lead those served by Harbor Florida. I am committed to
working with Michael to ensure a smooth transition for customers of both banks
as we join National City.
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In connection with the proposed transaction, a registration statement on Form
S-4 will be filed with the United States Securities and Exchange Commission
(SEC). Stockholders are encouraged to read the registration statement, including
the final proxy statement/prospectus that will be a part of the registration
statement, because it will contain important information about the proposed
transaction. Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
National City Corporation and Fidelity Bankshares, Inc., without charge, at the
SEC's Web site, http://www.sec.gov, and the companies' respective Web sites,
www.nationalcity.com and www.fidelityfederal.com. Copies of the proxy
statement/prospectus and the SEC filings that will be incorporated by reference
in the proxy statement/prospectus can also be obtained, without charge, by
directing a request to National City Corporation at 1900 East Ninth Street,
Locator 2229, Cleveland, OH 44114 Attention: Investor Relations, 1-800-622-4204,
or to Fidelity Bankshares at 205 Datura Street, West Palm Beach, Florida 33401,
Attention: Investor Relations, 561-803-9980.
The respective directors and executive officers of National City and Fidelity
Bankshares and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding National City's directors and executive officers is available in its
proxy statement filed with the SEC on March 8, 2006, and information regarding
Fidelity Bankshares directors and executive officers is available in its proxy
statement filed with the SEC on March 24, 2006. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained the
joint proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
This document contains forward-looking statements. Forward-looking statements
provide current expectations or forecasts of future events and are not
guarantees of future performance, nor should they be relied upon as representing
management's views as of any subsequent date. The forward-looking statements are
based on management's expectations and are subject to a number of risks and
uncertainties. Although management believes that the expectations reflected in
such forward-looking statements are reasonable, actual results may differ
materially from those expressed or implied in such statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
failure of Fidelity Bankshares' stockholders to approve the merger; the risk
that the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the merger may not be fully realized or may
take longer to realize than expected; disruption from the merger making it more
difficult to maintain relationships with clients, employees or suppliers;
increased competition and its effect on pricing, spending, third-party
relationships and revenues; the risk of new and changing regulation in the U.S.
and internationally. Additional factors that could cause National City's and
Fidelity Bankshares' results to differ materially from those described in the
forward-looking statements can be found in the 2006 Quarterly Reports on Form
10-Q, as they are filed, and the 2005 Annual Report on Form 10-K of National
City and Fidelity Bankshares filed with the SEC. Copies of these filings are
available at no cost on the SEC's Web site, www.sec.gov, and on the companies'
respective Web sites, www.nationalcity.com and www.fidelityfederal.com.
Management may elect to update forward-looking statements at some future point;
however, it specifically disclaims any obligation to do so.
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