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 BANK& TRUST LOGO OMITTED]
TO: Staff November 10, 2006
FROM: Vince A. Elhilow
Chairman and CEO
RE: Merger Update
We are making significant progress on our journey to merge with National City
and are working toward close and finalizing a timeframe for the core conversion.
When we announced the merger, we committed to communicate by mid-November with
those employees whose positions will be impacted. We completed those discussions
this week. We are hopeful that those affected will consider other opportunities
that may be available within our company and National City. Applications for
available National City positions will be rapidly processed as part of the Job
Opportunity Program, details on which are included in the attached issue of
Transition News.
We recognize that job placements will not be possible in every instance. To
assist impacted employees during their career transition, we will provide
resources and support, including eligibility for severance benefits and
outplacement services. These changes are difficult for all of us, and I want to
personally thank all our employees for your patience, hard work and dedication
to getting the job done.
During the next few weeks, employees who were not informed of job impacts will
receive information about their future roles, including details from their
managers on any changes to position responsibilities that will result from the
integration of our companies.
Thank you for your continued support, and, as always, for providing our
customers with the high quality service they deserve and expect.
*****************
Department/Branch Managers are asked to provide a copy of this e-mail to those
employees who do not have e-mail.
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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 01-2229, 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 in 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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