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 ONLY (AS PERMITTED BY
RULE 14(A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to ss.240.14a-12
FIRST WASHINGTON FINANCIALCORP
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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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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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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:
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4) Date Filed:
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[FIRST WASHINGTON FINANCIALCORP]
June 22, 2004
DEAR SHAREHOLDER:
In case you hadn't seen the news, we wanted to share with you some
exciting developments regarding your Company. On Monday, June 14, we entered
into a definitive agreement to merge with Fulton Financial Corporation of
Lancaster, Pennsylvania. A copy of the press release we issued Monday is
attached for your review.
For more information about Fulton Financial Corporation, please visit Fulton's
website at www.fult.com.
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We are very excited about this opportunity for our shareholders,
employees and customers, and will be sending you a proxy statement containing
more detailed information about the proposed transaction after it has been filed
with and cleared by the SEC.
We thank you for your support, and look forward to continuing to serve
you.
Very truly yours,
Abraham S. Opatut C. Herbert Schneider
Chairman of the Board President and CEO
FIRST WASHINGTON FINANCIALCORP TO MERGE
WITH FULTON FINANCIAL CORPORATION
(June 14) - Windsor, NJ - First Washington FinancialCorp (NASDAQ:
FWFC), based in Windsor, NJ, has signed a definitive agreement to merge with
Fulton Financial Corporation (NASDAQ: FULT), based in Lancaster, PA. First
Washington FinancialCorp's sole banking subsidiary is First Washington State
Bank, also based in Windsor. Fulton Financial Corporation, with assets of $10.5
billion, is the second largest commercial bank holding company based in the
Third Federal Reserve District.
Abraham S. Opatut, Chairman of the Board of First Washington, C.
Herbert Schneider, President and CEO of First Washington, and R. Scott Smith
Jr., President and COO of Fulton Financial Corporation, made the merger
announcement jointly today.
"We are delighted to join the Fulton Financial family," said Opatut.
"We are pleased that Fulton has recognized what all of us at First Washington
have achieved over the past fifteen years. Our shareholders, our customers, our
employees and our communities have embraced our way of doing business, and the
outstanding service we provide will continue in the future."
"By joining with Fulton Financial, we will be able to offer our
customers the wide array of products and services associated with a larger
financial organization while remaining true to the community-based style of
banking that our customers have come to appreciate and trust," said Schneider.
"We will retain the qualities that are important to and create value for the
communities we serve: our name, our philosophy, our local decision-making, our
dedicated employees and our active community involvement."
"We are very pleased that First Washington has decided to become a part
of Fulton Financial," said Smith. "We are continuing to implement our strategy
to acquire well-managed, profitable community banks in strong growth markets.
Our union with First Washington enhances our geographic franchise, expanding our
presence into central New Jersey. These additional banking offices will provide
increased convenience for our existing customers in northern and southern New
Jersey and eastern Pennsylvania."
Fulton Financial will acquire all issued and outstanding shares of
common stock of First Washington FinancialCorp. According to the merger
agreement, each share of First Washington common stock outstanding at the time
of the merger will be exchanged for 1.35 shares of Fulton Financial common
stock. Based on the $19.81 per share closing price of Fulton Financial stock on
June 14, 2004 the transaction is valued at approximately $124.4 million. In
addition, as part of the transaction, First Washington will declare and pay
$.0.11 per share dividends during the third and fourth quarters of 2004,
provided that the transaction has not been completed prior to the record date
for Fulton's dividend for each of the third and fourth quarters of 2004. If the
transaction has not been completed prior to the record date for Fulton's first
quarter 2005 dividend, First Washington will declare and pay a $0.22 per share
dividend in the first quarter of 2005. As of June 14, 2004, First Washington
FinancialCorp had approximately 4.24 million shares of common stock outstanding.
The price represents a multiple of 3.42 times First Washington
FinancialCorp's common shareholders' equity as of March 31, 2004. The price
equates to 24.99 times trailing 12-month earnings per share as of March 31,
2004. The acquisition is subject to approval by bank regulatory authorities and
by First Washington FinancialCorp shareholders. It is expected to close no later
than April 15, 2005.
Upon completion of its acquisition of First Washington FinancialCorp,
Fulton Financial Corporation intends to retain First Washington State Bank as a
separate subsidiary. Mr. Opatut will remain Chairman of the Board, and Mr.
Schneider will remain President and CEO, and the current board of First
Washington State Bank will remain after completion of the transaction. Mr.
Opatut will also join the Board of Directors of Fulton Financial Corporation.
First Washington FinancialCorp, with approximately $483 million in
assets, operates sixteen community banking offices in Mercer, Monmouth and Ocean
Counties in New Jersey.
Fulton Financial Corporation operates 207 banking offices in
Pennsylvania, Maryland, Delaware, New Jersey and Virginia through the following
affiliates: Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon,
PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton,
PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware
National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of
Elkton, Elkton, MD, Skylands Community Bank, Hackettstown, NJ; Premier Bank,
Doylestown, PA; and Resource Bank, Virginia Beach, VA.
The Corporation's financial services affiliates include Fulton
Financial Advisors, N.A., Lancaster, PA; Fulton Insurance Services Group, Inc.
Lancaster, PA; and Dearden, Maguire, Weaver and Barrett, LLC, West Conshohocken,
PA.
Residential mortgage lending is offered through Fulton Mortgage Company
and Resource Mortgage.
Additional information on Fulton Financial Corporation is available on
the Internet at www.fult.com. Additional information on First Washington
FinancialCorp can be found at www.fwsb.com.
First Washington FinancialCorp and its officers and directors may be deemed to
be participants in the solicitation of proxies from First Washington
shareholders with respect to the transactions contemplated by the merger
agreement. Information regarding First Washington FinancialCorp's officers and
directors is included in First Washington's Proxy Statement for its 2004 Annual
Meeting, filed with the SEC on March 30, 2004. First Washington's 2004 Proxy
Statement also discloses the interests of such officers and directors in the
event of an acquisition of First Washington (including, among other things, the
acceleration of certain benefits or rights upon a "change-in-control"). First
Washington's Quarterly Reports on Form 10-Q, filed with the SEC on March 26 and
May 15, 2004, contain additional disclosures concerning agreements with First
Washington FinancialCorp's officers. First Washington's' 2004 Proxy Statement
and Quarterly Reports on Form 10-Q are each available free-of-charge at the
SEC's web site at www.sec.gov and from First Washington upon request.
In addition to the interests disclosed in First Washington FinancialCorp's 2004
Proxy Statement and Quarterly Reports on Form 10-Q, upon completion of the
merger, C. Herbert Schneider, President and CEO of First Washington
FinancialCorp, will enter into a three-year employment agreement with First
Washington State Bank. As of the date of this news release, First Washington is
not aware of any director or officer who beneficially owns in excess of 5% of
First Washington common stock, except as disclosed in its 2004 Proxy Statement.
SAFE HARBOR STATEMENT: Except for historical information contained herein, the
matters discussed in this release are forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability to achieve anticipated merger related
operational efficiencies, the ability to enhance revenues through increased
market penetration, expanded lending capacity and product offerings and other
risks detailed from time to time in Fulton's and First Washington's SEC filings,
including forms 10-Q and 10-K (copies of which are available from Fulton without
charge in hard copy or online at www.sec.gov). Fulton and First Washington
disclaim any intention or obligation to publicly update or revise any
forward-looking statements, whether as a result of events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
ADDITIONAL INFORMATION AND WHERE TO FIND IT: It is expected that Fulton will
file a Registration Statement on SEC Form S-4, that Fulton and First Washington
will file a Proxy Statement/Prospectus with the SEC in connection with the
transaction discussed herein, and that First Washington will mail a Proxy
Statement/Prospectus to shareholders of First Washington containing information
about the Acquisition. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about Fulton, First Washington, the
acquisition of First Washington by Fulton, the persons soliciting proxies
relating to the acquisition, their interests in the acquisition and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at http://www.sec.gov.
Free copies of the Proxy Statement/Prospectus and these other documents may also
be obtained from Fulton by directing a request to George R. Barr, Secretary, at
(717) 291-2411 or from First Washington by directing a request to Nora Rauscher,
Assistant Corporate Secretary, at (609) 426-1000.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Fulton and First Washington file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Fulton's and First Washington's filings with the SEC are also available to the
public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
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2004