SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 14a-6(e)(2))
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PROVIDENT BANKSHARES CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) 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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting 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:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
DETACH HERE
PROVIDENT BANKSHARES CORPORATION
P THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
R PROVIDENT BANKSHARES CORPORATION
O SPECIAL MEETING OF STOCKHOLDERS--AUGUST 20, 1997
X
Y The undersigned hereby appoints Dennis A. Starliper and Robert L.
Davis or either of them acting individually, and with full power of
substitution to act, as attorneys and proxies for the undersigned, to
vote all shares of Common Stock of Provident Bankshares Corporation
("Bankshares") which the undersigned is entitled to vote at the Special
Meeting of Stockholders to be held at the offices of Bankshares, 114 East
Lexington Street, Baltimore, Maryland 21202 at 10:00 a.m. and at any and
all adjournments thereof as follows on the reverse side.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
DETACH HERE
[X] Please mark
votes as in
this example.
The Board of Directors recommends a vote "FOR" the listed proposal.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL BELOW. THE UNDERSIGNED HEREBY
AUTHORIZES THE PROXIES TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING, INCLUDING WITHOUT LIMITATIONS, A MOTION TO ADJOURN OR
POSTPONE THE SPECIAL MEETING TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF
SOLICITING ADDITIONAL PROXIES. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<TABLE>
<S> <C>
FOR AGAINST ABSTAIN
PROVIDENT BANKSHARES CORPORATION 1. Approval and Adoption of the Amended [ ] [ ] [ ]
and Restated Agreement and Plan of
Merger, amended and restated as of July
14, 1997 between Bankshares and First
Citizens Financial Corporation.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
The undersigned acknowledges receipt from Bankshares prior to the
execution of this proxy of Notice of the Meeting and a Joint Proxy
Statement/Prospectus, dated July 15, 1997.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
Please sign exactly as your name appears on this card. When
signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder
should sign.
Signature:___________________________ Date:_______________ Signature:___________________________ Date:_______________
</TABLE>