Filed
by
Cavalry Bancorp, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: Pinnacle Financial Partners, Inc.
Commission
File No.: 000-31225
This
document is being filed pursuant to Rule 425 under the Securities Act
of
1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
This
filing relates to the proposed merger pursuant to the terms of that certain
Agreement and Plan of Merger, dated as of September 30, 2005 (the “Merger
Agreement”), by and between Pinnacle Financial Partners, Inc. (“Pinnacle”) and
Cavalry Bancorp, Inc. (“Cavalry”). The Merger Agreement is on file with the
Securities and Exchange Commission as an exhibit to the Current Report on Form
8-K filed by Cavalry on October 4, 2005, and is incorporated by reference
into this filing.
Additional
Information and Where to Find It
In
connection with the proposed merger, Pinnacle and Cavalry will file a joint
proxy statement/prospectus with the Securities and Exchange Commission (the
“SEC”), and Pinnacle has filed a registration statement on Form S-4, which
included a preliminary copy of the joint proxy statement/prospectus.
INVESTORS
AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND
THE
PRELIMINARY COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC 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 Bancorp, Inc., 114 West College Street, P.O. Box 188,
Murfreesboro, TN 37133, Attention: Investor Relations (615)
849-2272.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Participants
in the Solicitation
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 merger.
Information about Pinnacle’s directors and executive officers is contained in
the proxy statement filed by Pinnacle with the SEC 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 SEC
on
March 18, 2005, which is available at Cavalry’s website (www.cavb.com)
and at
the address provided above. 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 SEC when
they become available.
On
October 3, 2005, the Board of Directors of Cavalry Bancorp and Pinnacle
Financial Partners, a national bank with headquarters in Nashville, a national
bank with headquarters in Nashville, announced a merger of the banks. Like
Cavalry, Pinnacle is a fast growing, financially sound bank with a strong
emphasis on personalized customer service.
Pinnacle
does not have a trust department; therefore, Cavalry clients will continue
to be
serviced from our Murfreesboro office. Your relationship manager will not
change, and there will be no disruption of service to your account as a result
of the merger.
We
appreciate the confidence that you have placed in us in the past and look
forward to the continuation of our relationship in the future.
