SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 24, 1999
Provident Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-8019 31-0982792
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One East Fourth Street, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 579-2000
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On November 24, 1999, Provident Financial Group, Inc. issued the attached
press release.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release Dated November 24, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROVIDENT FINANCIAL GROUP, INC.
Date: November 24, 1999 By: /s/Mark E. Magee
--------------------------------
Mark E. Magee
Senior Vice President and
General Counsel
Exhibit 99.1
Provident Financial Group, Inc. Announces Final Exchange Ratio
for Acquisition of Fidelity Financial of Ohio, Inc.
Cincinnati, November 24, 1999 - Provident Financial Group, Inc. (Nasdaq: PFGI)
today announced that the final regulatory approval required to consummate the
previously announced acquisition of Fidelity Financial of Ohio, Inc. (Nasdaq:
FFOH) was granted on November 17, 1999.
Under the terms of the acquisition agreement, at closing each outstanding common
share of Fidelity Financial will convert into 0.4939 shares of Provident common
stock. The conversion ratio is equal to $21.00 divided by Provident's average
closing share price over the 10-day trading period ending on November 17, 1999.
The Fidelity Financial shareholder meeting to consider the terms of the
acquisition is scheduled for December 15, 1999. The transaction is expected to
close early in the first quarter of 2000.
About Provident Financial Group, Inc.
Provident Financial Group, Inc., a Cincinnati-based commercial banking and
financial services company with $9.0 billion in on-balance sheet assets and
$14.3 billion in managed assets, provides full-service national and regional
commercial and retail banking operations through The Provident Bank and the
Provident Bank of Florida. Additional company information is available at
http://www.provident-financial.com.
About Fidelity Financial of Ohio, Inc.
Fidelity Financial of Ohio, Inc. operates 15 full-service banking offices in
Hamilton and Butler counties in southwestern Ohio through its subsidiary
Centennial Bank. Centennial offers a variety of commercial lending and business
checking products as well as mortgage and consumer loan products.
For further information, please contact:
Provident Financial Group, Inc.
Christopher J. Carey
Executive Vice President & Chief Financial Officer
513-639-4644 / 800-851-9521
e-mail: [email protected]
Fidelity Financial of Ohio, Inc.
Paul D. Staubach
Senior Vice President & Chief Financial Officer
or
Gregory P. Niesen
Senior Vice President & Treasurer
513-922-5959
