Filed by National City Corporation 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: Provident Financial Group, Inc.
Commission File Number: 001-08019
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the merger between National
City Corporation and Provident Financial Group, Inc., including future financial
and operating results, the combined company's plans, objectives, expectations
and intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of National
City's and Provident's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking 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 Provident 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
Provident's results to differ materially from those described in the
forward-looking statements can be found in the 2003 Quarterly Reports on Form
10-Q and the 2002 Annual Report on Form 10-K of National City and Provident
filed with the SEC and available at the SEC's Internet site
(http://www.sec.gov).
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about National City and Provident, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, without
charge, by directing a request to National City Corporation, National City
Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3484, Attention: Office of
the Secretary (216-222-2000), or to Provident Financial Group, Inc., One East
Fourth Street, Cincinnati, Ohio 45202, Attention: Secretary (513-579-2861).
The respective directors and executive officers of National City and Provident
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding National City's
directors and executive officers is available in its proxy statement filed with
the SEC by National City on March 13, 2003, and information regarding
Provident's directors and executive officers is available in its proxy statement
filed with the SEC by Provident on April 30, 2003. 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.
**********
[Provident Bank logo] One East Fourth Street
Cincinnati, Ohio 45202
providentbank.com
WHAT'S ON YOUR MIND?
ANSWERS TO YOUR QUESTIONS ABOUT THE INTEGRATION PROCESS
WHAT ARE THE KEY STEPS FOR COMPLETING THE MERGER WITH NATIONAL CITY?
The first step is to conduct business as normal. We must all remain focused on
doing our respective jobs. It's important to continue providing the high level
of service that our customers have come to expect from us.
Next, federal and state approvals must be obtained to complete the transaction.
This process has started and, at this time, is anticipated to be completed by
late May or early June. While this process is ongoing, Provident shareholders
will be asked to approve the transaction and this approval is likely to be
secured by late May.
After completing these steps, the transaction is expected to close by the end of
the second quarter of 2004.
WILL ANY POSITIONS BE ELIMINATED AS A RESULT OF THE MERGER? IF SO, HOW MANY AND
WHAT SEVERANCE BENEFITS WILL EMPLOYEES RECEIVE?
Some duplicate positions will be eliminated as the integration proceeds,
however, the number of affected positions is yet to be determined. We regret
that any job loss occurs. Therefore, we will explore options for redeployment
and offer severance benefits to make the transition less difficult. Regarding
severance benefits, all displaced employees will receive at least 60-days notice
of your last day and severance benefits that include at least eight weeks of
pay. Additional pay will be provided that will compensate employees based on job
level and years of service. Specific information about severance benefits will
be communicated to affected employees through their managers at a later date.
WHEN WILL WE RECEIVE INFORMATION ABOUT CHANGES IN OUR EMPLOYMENT STATUS?
It is not appropriate to communicate related job impacts of the merger until all
required approvals have been obtained. As mentioned earlier, this step is not
likely to be completed before late May or early June. Communication about
changes in employment status may begin at that time, however, the specific
timing of these discussions is yet to be determined.
WHEN WILL WE RECEIVE MORE INFORMATION ABOUT NATIONAL CITY'S BENEFITS?
The Provident benefit plans in which you are enrolled will continue for 2004. In
the fall of this year, eligible employees will receive enrollment information
for National City's benefits plans, including the 401(k) plan. National City's
benefits will be effective January 1, 2005.
WHEN WILL THE CONVERSION PROCESS TO NATIONAL CITY'S SYSTEMS BEGIN? WHEN WILL
NATIONAL CITY SIGNAGE BE INSTALLED AT PROVIDENT FACILITIES?
We expect Provident's core systems (major and financial business systems) will
be converted to National City's platforms in early 2005. With that conversion,
the Provident name will change to National City and signage will begin to be
replaced.
-MORE-
PAGE TWO
HOW OFTEN SHOULD WE EXPECT ADDITIONAL INFORMATION ABOUT THE MERGER?
We plan to publish a weekly Q&A to address the questions on your mind. We have
activated the Questions mailbox in GroupWise so that you can submit any specific
questions. Also, if you receive questions from customers and you do not know the
response you may submit those questions as well. All questions submitted will be
answered. Other news will be communicated through the intranet or in writing
(email or letters) to the audience in need of that information. Please rely on
these communications in shaping your understanding of what's happening and
recognize that the rumor mill may lead you into making faulty decisions.
WHY IS THERE A LONG DISCLOSURE AT THE END OF THIS DOCUMENT (SEE BELOW)?
When a company will be soliciting proxies, as Provident will be for the special
shareholder meeting regarding the merger, certain federal securities regulations
apply.
Communications about the merger (e.g., announcements to employees, Q&As,
statements about integration and merger synergies) fall within these federal
securities regulations. These regulations require any communication be
accompanied by the identification of the participants in the communication,
their interests, and a legend advising shareholders to read the proxy statement
and where they can get it and other materials.
In addition, all internal communication regarding the merger, including this
Q&A, is filed with the Securities and Exchange Commission.
Stockholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction when it becomes available, because it will contain
important information. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about National City Corporation and Provident Financial Group, Inc.,
without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus can also be
obtained, without charge, by directing a request to National City Corporation,
National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3484
Attention: Office of the Secretary (216-222-2000), or to Provident Financial
Group, Inc., One East Fourth Street, Cincinnati, Ohio 45202 Attention: Secretary
(513-579-2861). The respective directors and executive officers of National City
and Provident and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger. Information regarding
National City's directors and executive officers is available in its proxy
statement filed with the SEC by National City on March 13, 2003, and information
regarding Provident's directors and executive officers is available in its proxy
statement filed with the SEC by Provident on April 30, 2003. 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.