FILED PURSUANT TO RULE 425
FILING PERSON: PINNACLE FINANCIAL PARTNERS, INC.
SUBJECT COMPANY: CAVALRY BANCORP, INC.
COMMISSION FILE NO. 0-23605
From:
Sent: Friday, October 07, 2005 2:11 PM
To:
Subject: Merger Update - Integration Team In Place
As we committed to you, we have been working diligently this past week to define
the best approach to integrating Cavalry and Pinnacle. First of all, we continue
to be impressed with each other's companies. The teamwork has been great in
getting us through the first week.
Our primary goals in the integration process are to 1) minimize impact on
clients and associates and 2) maintain the excellence in service that clients at
both companies have grown to expect.
With this in mind we have developed a team-based approach that will involve
virtually all functions within both companies. There will be an Integration
Oversight Team that that will coordinate the overall integration efforts and
will be supported by multiple other teams that will be very specific in focus.
The oversight team will be composed of:
Hugh Queener - Co Team Leader
Bill Jones - Co Team Leader
Harold Carpenter - Pinnacle
Cannon Loughry - Cavalry
Jamie Sweeney - Cavalry
Randy Withrow - Pinnacle
These members will be responsible for the planning, monitoring and execution of
the integration. They will also serve as members and leaders on additional teams
that will be divided into three distinct groups:
* Infrastructure Integration
* Finance
* Human Resources
* Information Technology
* Client Transition
* Retail Products and Delivery
* Treasury Management
* Non-Bank Services (brokerage, insurance, trust, and secondary mortgage)
* Process and System Integration
* Deposit Operations / Conversion
* Loan Operations / Conversion
* Credit Processes
In addition, we will assign resources to two very key components that will
provide general support to all teams as we move forward:
* Communications
* Training
We view internal communication and the training of our associates as THE most
important aspects of this plan. We will devote considerable time and energy to
making sure every associate is updated on a regular basis with decisions,
directions, etc., and training is conducted in a timely and efficient manner.
What you should expect next:
By the end of this month we will have made decisions on a number of key issues
and have set a target date of October 31 to communicate these to you. Among the
issues to be decided over the next few weeks are:
* Compensation and benefit plans (what will change, when, etc.)
* Information technology (what systems we will use, what the operations and
technology organization will look like and more information related to
geographic locations)
* The finance infrastructure (budget process for 2006,systems that will be
utilized, location of functions and associates)
* An overall integration plan detailing high level tasks and targeted
completion dates
* An internal website along with a question and answer process for
associates. This will complement the ongoing dialogue between associates and
your team leaders.
We will need everyone's support as we bring our two organizations together. We
are excited about the power of this partnership and our vision to be "the best
financial services firm and the best place to work in Middle Tennessee."
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PINNACLE, CAVALRY AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents once
they are available through the website maintained by the SEC at
http://www.sec.gov. Free copies of the joint proxy statement/prospectus also may
be obtained by directing a request by telephone or mail to Pinnacle Financial
Partners Inc., 211 Commerce Street, Suite 300, Nashville, TN 37201, Attention:
Investor Relations ((615) 744-3710) or Cavalry Banking Corp., 114 West College
Street, P.O. Box 188, Murfreesboro, TN 37133, Attention: Investor Relations
(615) 849-2272.
The directors and executive officers of Pinnacle and Cavalry may be deemed to be
participants in the solicitation of proxies with respect to the proposed
transaction. Information about Pinnacle's directors and executive officers is
contained in the proxy statement filed by Pinnacle with the Securities and
Exchange Commission on March 14, 2005, which is available on Pinnacle's web site
(www.pnfp.com) and at the address provided above. Information about Cavalry's
directors and executive officers is contained in the proxy statement filed by
Cavalry with the Securities and Exchange Commission on March 18, 2005. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests by security holding or
otherwise, will be contained in the joint proxy statement/prospectus and other
relevant material to be filed with the Securities and Exchange Commission when
they become available.