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SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [ ]
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
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(Name of Registrant as Specified In Its Charter)
Marc P. Levy, Muldoon, Murphy & Faucette LLP
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(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)(1) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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4) Date Filed:
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March 30, 1999
Dear Provident Shareholders:
You should have already received our proxy materials for the 1999 Annual Meeting
of Stockholders to be held April 21, 1999 at Provident's offices. I look forward
to personally greeting each of you who is able to attend. Whether or not you
plan to attend, I urge you to sign, date and return the enclosed WHITE proxy
card in the postage paid envelope provided.
You may have received proxy materials from Mid-Atlantic Investors soliciting
support for what your Board believes is an ill-conceived and harmful proposal
intended to force the immediate sale of your company. Mid-Atlantic, which owns
less than 2.5% of our stock and has borrowed against that stock, is well known
for its tactic of purchasing a small position in a bank and then agitating for
its sale.
I STRONGLY URGE YOU NOT TO RETURN MID-ATLANTIC'S GREEN PROXY CARD. INSTEAD, SHOW
YOUR SUPPORT FOR OUR CONTINUING EFFORTS TO INCREASE SHAREHOLDER VALUE BY
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE PAID
ENVELOPE PROVIDED.
By signing the enclosed WHITE proxy card, you will authorize the persons named
on the card to vote in accordance with their best judgment on the Mid-Atlantic
proposal. Those persons intend to vote against the proposal.
Your Board strongly believes that a forced sale of Provident would not be in the
best interests of the shareholders. Although the proposal does not require
Provident to take any action, its adoption could result in uncertainty
concerning Provident's future and thereby adversely affect its ability to retain
and attract customers and employees, as well as its ability to enter into the
most favorable arrangements or alliances with third parties.
Consider:
/ / TOTAL SHAREHOLDER RETURN OVER THE FIVE YEARS ENDED 12/31/98 HAS BEEN
27% PER YEAR, COMPARED TO NASDAQ'S AVERAGE OF 20% AND A PEER BANK
GROUP AVERAGE OF 28%.
/ / 1998 EARNINGS GROWTH PER SHARE, ANOTHER EXTREMELY IMPORTANT MEASURE
OF PERFORMANCE, WAS 13%, COMPARED TO 6% FOR OUR PEERS.
/ / DIVIDENDS HAVE INCREASED EVERY QUARTER FOR THE LAST 21 QUARTERS,
PAYING OUT APPROXIMATELY 33% OF EARNINGS.
Rest assured, your Board is aware of its obligations to act in the best
interests of the
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shareholders. In fact, last September, we wrote all of the shareholders and
indicated that your Board had not adopted a "Just Say No Policy" with respect to
any offers to buy the company.
After we have reviewed Mid-Atlantic's materials in greater detail, we will write
you again with a more detailed analysis of what we believe are the flaws in
their position. If you have already returned our WHITE proxy card, you need not
do anything and should not return Mid-Atlantic's green proxy card.
If you have already returned Mid-Atlantic's green proxy card, you have every
right to change your mind by signing, dating and returning the enclosed WHITE
proxy card in the postage paid envelope provided. Remember, only your latest
dated proxy card counts.
Thank you for your consideration and support.
Very truly yours,
/s/ Peter M. Martin
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Peter M. Martin
Chairman of the Board, President
And Chief Executive Officer
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK OR BROKER,
ONLY THAT ORGANIZATION CAN VOTE YOUR SHARES. PLEASE
DIRECT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
TO EXECUTE ON YOUR BEHALF A WHITE PROXY CARD
WITH A VOTE FOR PROPOSALS 1 AND 2.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY
ASSISTANCE, PLEASE CONTACT OUR PROXY SOLICITOR:
INNISFREE M&A INCORPORATED
TOLL FREE - 1-888-750-5834
501 MADISON AVENUE
20TH FLOOR
NEW YORK, NY 10022
