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Filed by Fifth Third Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Capital Holdings, Inc.
Exchange Act File Number 000-21680
[FIFTH THIRD BANK LOGO]
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News Release
CONTACT: ROBERTA R. JENNINGS FOR IMMEDIATE RELEASE
513/579-4153 OCTOBER 25, 2000
FIFTH THIRD BANCORP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CAPITAL HOLDINGS, INC.
AND ITS SUBSIDIARY, CAPITAL BANK, N.A.
Fifth Third Bancorp and Capital Holdings, Inc. today announced a
definitive agreement whereby Fifth Third will acquire Capital Holdings, Inc. and
its subsidiary, Capital Bank, N.A. Founded in 1988, Capital Holdings is a
bank holding company with $1.1 billion in assets in Sylvania, Ohio, a suburb
of Toledo.
The transaction is valued at $234 million and is expected to be
complete in the first quarter of 2001. Capital Bank will operate as part of
Fifth Third Bank in Northwestern Ohio, which has 43 full-service locations
throughout eight counties in Northwestern Ohio and Southeastern Michigan. The
combined bank will have approximately $4.1 billion in assets.
"Capital Holdings' JOHN SZUCH and ROBERT SULLIVAN have built an
excellent franchise," states George A. Schaefer, Jr., President & CEO, Fifth
Third Bancorp. "This partnership gives us an opportunity to build on that strong
foundation by offering their customers even greater financing flexibility, as
well as a more extensive consumer, investment and data processing product
portfolio and electronic delivery capabilities."
Schaefer continues, "Fifth Third Bank entered the Toledo market in 1989
and grew to the largest bank in the area by delivering comprehensive banking
products and services and investing in the communities it serves. This
affiliation will help us continue to grow in the Toledo market. John Szuch and
Bob Sullivan are respected leaders who will bring their years of experience in
the financial services industry to the new combined bank."
Capital Holdings' Chairman & CEO John Szuch and Capital's President &
COO Robert Sullivan will assume the role of Chairman, and President & CEO,
respectively, at Fifth Third in Northwestern Ohio. Donald H. Kincade, who
currently serves as president of the affiliate bank, will play a key role in the
transition and integration of the two corporations. After the merger, he will
assume responsibilities for corporate activities at Fifth Third Bancorp.
Don Kincade offers, "This merger will allow us to share the strength of
Fifth Third's balance sheet, top credit rankings and extensive retail delivery
network with Capital's customers. Additionally, the management teams at Fifth
Third and Capital Bank are comprised of strong, insightful leaders. With this
level of experience, I am confident that they will continue our Bank's
successful performance as I accept a management position with our holding
company."
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John Szuch, Capital Holdings Chairman & CEO agrees, "Merging with Fifth
Third gives us the capital and leverage we need to continue to grow, and that
makes sense for our customers, shareholders and employees. Fifth Third is in the
midst of its 27th year of consecutive increased earnings and for the past 20
years, has delivered average annual shareholder returns of over 30%. They are
one of the most highly rated financial organizations in the country - named #1
by Salomon Smith Barney for the ninth year in a row - and they share their
strength and stability with consumers in the form of competitive loan and
deposit interest rates, and an expansive product selection. In addition, Fifth
Third has consistently provided generous corporate support to our community."
Thomas B. Donnell, who has served as Chairman of the Board of Fifth
Third Bank, Northwestern Ohio, since 1991, states, "My tenure with Fifth Third
began in 1984, and our growth has been exciting." Donnell, who will continue to
serve as a director on the board, offers, "The new combined leadership will
ensure this pattern and enable us to be even more successful."
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transactions referenced in this press release
when it becomes available, because it will contain important information. The
proxy statement/prospectus will be filed with the Securities and Exchange
Commission by Fifth Third Bancorp and Capital Holdings, Inc. Security holders
may receive a free copy of the proxy statement/prospectus (when available) and
other related documents filed by Fifth Third Bancorp and Capital Holdings, Inc.
at the Commission's website at http://www.sec.gov and/or from Fifth Third
Bancorp or Capital Holdings, Inc.
Capital Holdings, Inc. and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from stockholders of
Capital Holdings with respect to the transactions contemplated by the merger
agreement. Information regarding such officers and directors is included in
Capital Holdings, Inc.'s proxy statement for its 2000 Annual Meeting of
shareholders filed with the Commission on March 29, 2000. This document is
available free of charge at the Commission's website at http://www.sec.gov
and/or from Capital Holdings, Inc.
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The company has $44 billion in assets,
operates 14 affiliates with 639 full-service Banking Centers, including 117 Bank
Mart(R) locations open seven days a week inside select grocery stores and 1,400
Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Florida, Arizona, Michigan and
Illinois. A leader in e-commerce, Fifth Third was named #1 e-business innovator
by PC Week. The financial strength of Fifth Third's affiliate banks continues to
be recognized by rating agencies with deposit ratings of AA- and Aa2 from
Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp
continues to maintain the highest short-term ratings available at A-1+ and
Prime-1, and was recently recognized by Moody's with one of the highest senior
debt ratings for any U.S. bank holding company of Aa3. Fifth Third operates four
main businesses: Retail, Commercial, Investment Advisors and Midwest Payment
Systems, the Bank's data processing subsidiary. Investor information and press
releases can be viewed at www.53.com; press releases are also available by fax
at no charge by calling 800-758-5804, identification number 281775. The
company's common stock is traded in the over-the-counter market through the
NASDAQ National Market System under the symbol "FITB."
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