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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)
Paul M. Aguggia, 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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CONTACT:
Media -- Lillian Kilroy (410) 277-2833
Investment Community - Ellen Grossman (410) 277-2889
PROXY MONITOR RECOMMENDS
PROVIDENT BANKSHARES SHAREHOLDERS
VOTE AGAINST PROPOSAL SEEKING SALE OF THE BANK
BALTIMORE (April 14, 2000) - Provident Bankshares Corporation (NASDAQ: PBKS)
today announced that Proxy Monitor, a national institutional shareholder
advisory firm, has recommended that shareholders vote AGAINST the proposal
seeking the sale of the company put forward by a dissident stockholder,
Mid-Atlantic Investors. Provident's Annual Meeting of Stockholders is scheduled
for April 19, 2000.
The April 13, 2000 Proxy Monitor report stated, "(Provident Bankshares)
generated record earnings in 1999 with 25 consecutive quarters of earnings
growth. While the stock price has not yet reflected this excellent performance,
a company's market showing is not necessarily correlated to earnings at any
given point in time."
Proxy Monitor concluded, "We believe that the decision of whether or when the
company should pursue a sale or merger should remain with the company's
management. Moreover, the company's strategic plan seems to be working on many
levels. Accordingly, we recommend rejection of this shareholder resolution."
Proxy Monitor, based in New York City, is an independent advisor to
institutional investors and provides proxy research, voting recommendations for
proxy contests, and voting agent services. On Wednesday, Institutional
Shareholder Services (ISS), the nation's leading institutional shareholder
advisory firm, also recommended against the Mid-Atlantic proposal seeking the
sale of the bank.
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Peter M. Martin, Chairman of the Board, President and Chief Executive Officer of
Provident Bankshares, said, "We are very pleased with the Proxy Monitor
recommendation. They have a strong reputation for advocacy of shareholder
interests. We strongly urge shareholders to follow Proxy Monitor's
recommendation and to sign, date and return their WHITE proxy cards with a vote
AGAINST the proposal seeking the sale of the company (Item 3). We continue to
believe that the Mid-Atlantic 'sell the bank' proposal is ill-conceived and
harmful to the best interests of most stockholders because it would deprive them
of the full long-term potential of their investment."
Provident Bankshares Corporation is the parent company of Provident Bank, the
second-largest commercial bank headquartered in Maryland. With more than $5.1
billion in assets, Provident serves individuals and businesses in the dynamic
Baltimore-Washington corridor through a full-range of financial services and a
network of 85 offices in Maryland, Northern Virginia and southern York County,
PA. Provident can also be found on the Web at www.provbank.com.
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