Filed by Provident Financial Group, 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: 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 2004 Quarterly Reports on Form
10-Q, as they are filed, and the 2003 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 11, 2004, and information regarding
Provident's directors and executive officers is available in its Form 10-K filed
with the SEC by Provident on March 15, 2004. 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 FINANCIAL GROUP, INC. LOGO]
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
- --------------------------------------------------------------------------------
April 29, 2004
Dear Shareholder:
Proxy material for the Special Meeting of Shareholders of Provident
Financial Group, Inc. was sent to you recently. According to our records,
your proxy for this meeting, which will be held on Thursday, May 20, 2004,
has not yet been received.
REMEMBER - unless we receive two-thirds of the outstanding shares of Common
Stock voting in favor of the merger proposal, Provident Financial Group,
Inc. will not be able to proceed with the planned Merger with National City
Corporation.
For the reasons set forth in the proxy statement dated April 2, 2004, your
Board of Directors believes the proposals on the agenda are in the best
interest of the company and its shareholders, and recommends a vote FOR the
proposals.
Regardless of the number of shares you may own, it is important that they
be represented. We urge you to sign, date, and mail the enclosed proxy card
promptly.
If you have any questions or need assistance voting your shares please call
D.F. King & Co., Inc. at 800-758-5880.
Sincerely,
/s/ Robert Hoverson
Robert Hoverson
President & Chief Executive Officer
Stockholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction 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 11, 2004, and information regarding Provident's directors
and executive officers is available in its Form 10-K filed with the SEC by
Provident on March 15, 2004. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the joint proxy
statement/prospectus.
Equal Housing Lender. Member FDIC.