PINNACLE FINANCIAL PARTNERS, INC. - FORM 425
FILED PURSUANT TO RULE 425
FILING PERSON: PINNACLE FINANCIAL PARTNERS, INC.
SUBJECT COMPANY: CAVALRY BANCORP, INC.
REGISTRATION STATEMENT NO. 333-129076
This communication is not a solicitation of a proxy from any security holder of Pinnacle Financial
Partners, Inc. (Pinnacle) or Cavalry Bancorp, Inc. (Cavalry). Pinnacle has filed a registration
statement on Form S-4 with the Securities and Exchange Commission (SEC) in connection with the
proposed merger of Pinnacle and Cavalry. The Form S-4 contains a preliminary joint proxy
statement/prospectus and other documents for the respective shareholders meeting of Pinnacle and
Cavalry at which time the proposed merger will be considered. The Form S-4 and preliminary joint
proxy statement/prospectus contain important information about Pinnacle, Cavalry, the merger and
related matters.
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 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, 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 transaction. Information about Pinnacles
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 Pinnacles web site
(www.pnfp.com) and at the address provided above. Information about Cavalrys directors and
executive officers is contained in the proxy statement filed by Cavalry with the Securities and
Exchange Commission on March 18, 2005, which is available on Cavalrys website (www.cavb.com).
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.
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My
Pinnacle e-letter October 2005
In this issue from
Pinnacle Financial Partners
The Advisor
Lockbox Web Delivery Expedites Document Search
News From PNFP
Pinnacle Reaches $979 Million in Assets
Pinnacle Celebrates and Says Thank You
New Faces at Pinnacle
Feedback Welcome
Ask Pinnacle
Why is Pinnacle acquiring Cavalry Bank?
Business Briefs
Health Savings Accounts
By David Sturdivant, Pinnacle Treasury Management
Services Manager
Deborah Fixels company, Practice Management
Group, processes thousands of pieces of paper on
behalf of physician and dentist clients. At any
time, she may have to resolve a dispute by finding
a specific statement or payment from an insurance
company. Pinnacles lockbox web delivery is
changing the ease and efficiency with which Fixel
searches for information.
Click here to read more.
For more information call David Sturdivant at 744-3726 or via e-mail at david.sturdivant@pnfp.com.
Pinnacle reported record earnings for the third
quarter of 2005, including:
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Record net income of
$2.08 million, up 49.5 percent from the
prior years $1.39 million |
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Record diluted earnings
per share of $0.22, up 37.5 percent from
the prior years $0.16 |
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Total assets of $979
million, up $293 million or 43 percent
from a year ago |
As we approach our fifth anniversary later this
month, it is gratifying to continue to set new
quarterly records in many categories, including
deposit growth, said Terry Turner, Pinnacle
president and chief executive officer. Based on
our performance in the third quarter we fully
expect to exceed our previous guidance of $1
billion in assets by the end of 2005.
The following chart demonstrates the continued
growth in Pinnacles net income.
The chart below shows Pinnacles stock-price performance versus the largest regional and national
institutions in the Nashville market.
Click here for more on Pinnacles third quarter
performance, and click here for the Nasdaq
listing: PNFP.
Pinnacle Celebrates and Says Thank You
On October 27, 2000, Pinnacles 39
founding associates opened the doors of our
first office and launched a new era of financial
services for our community.
Our associates, our clients, our shareholders and
our friends have been at the heart of our Five
Years of Firsts! Pinnacle is first in growth
among community banks throughout the
nation...first as a place to work in
Nashville...and first in creating shareholder
value with a 404 percent increase in stock price
over these five years (based on the 9/30/05
closing price). Were very proud of our long list
of other firsts that are too numerous to include
in this e-letter. But, we are most proud of the
fact that literally 100 percent of clients
surveyed say, Pinnacle is first compared to the
competition.
Many thanks to all of you for believing in a new
financial services firm and making our remarkable
growth and success possible.
Terry Turner
President and Chief Executive Officer
New Faces at Pinnacle
Mary Corbitt Smith
Pinnacle welcomes Mary Corbitt Smith as
senior vice president and office manager for the
firms Donelson office. The office is projected to
open mid-2006.
Mary, currently based at Pinnacles West End
location, brings 16 years of experience most
recently from SunTrust where she served as its
Donelson market manager. Prior to that, she was
SunTrusts city president in Lebanon and business
banking manager over SunTrusts mid-state area.
The Donelson/Hermitage area is a great location,
and we have wanted to build there for several
years, said Terry Turner, Pinnacle president and
chief executive officer. Marys local ties and
professional expertise will help us serve the
areas small businesses and their owners in a way
no one else in the market can.
Pinnacle also welcomes:
Brenda Mahoney
Brenda Mahoney brings 21 years of experience to her role in information services. Brenda
comes from AmSouth/First American where she most recently served as an adjustment specialist. She
has also served as a branch manager, an operations manager and an area services manager.
Feedback Welcome
We are continually looking for ways to improve Pinnacles e-letter. If you have suggestions
or topics youd like us to cover, click here. We welcome your feedback anytime.
We expect the merger to immediately create value for clients and shareholders. Cavalry also gives
Pinnacle a significant presence in Rutherford County, which is the fastest growing market in
Tennessee. We had already planned to build two new Pinnacle offices in Rutherford County by the end
of 2006; with its 24 percent market share, the highest in the county, Cavalry gives us an immediate
strong presence and client base in one of the nations fastest growing counties. Pinnacle will
benefit from Cavalrys focus on retail as well as its strong presence in the residential and
commercial real estate sectors. Cavalry will benefit immediately from Pinnacles treasury
management, financial planning and strong presence in commercial banking. The combined company will
have 17 offices in the most attractive trade areas in Middle Tennessee and a greater capacity to
serve large credit clients. *
According to the American Hospital Association,
the percentage of employers planning to offer a
health savings account (HSA) option is 72 percent,
up from 29 percent in 2004. President Bush signed
HSAs into law in 2003 to help respond to rising
health insurance costs, the top concern of many
businesses. Switching to an HSA has several more
steps than changing from one traditional insurance
plan to another. The steps include purchasing a
high deductible health plan, establishing an HSA,
deciding what portion of the HSA the company will
contribute and enrolling employees. The following
resources will help you learn about HSAs and how
they could benefit your company.
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U.S. Treasury Department
official government website for HSAs |
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www.hsadecisions.org
provides detailed information evaluating
and establishing HSAs; sponsored by
American Health Insurance Plans |
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* Certain of the statements in this information
may constitute forward-looking statements within
the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The
words expect, anticipate, intend, plan,
believe, seek, estimate and similar
expressions are intended to identify such
forward-looking statements, but other statements
not based on historical information may also be
considered forward-looking including statements
about the benefits of the merger to Pinnacle and
Cavalry, future financial and operating results
and Pinnacles plans, objectives and intentions.
All forward-looking statements are subject to
risks, uncertainties and other facts that may
cause the actual results, performance or
achievements of Pinnacle to differ materially from
any results expressed
or implied by such forward-looking statements.
Such factors include, among others, the risk that
the cost savings and any revenue synergies from
the merger may be realized or take longer than
anticipated, disruption from the merger with
customers, suppliers or employee relationships,
the risk of successful integration of the two
businesses, the failure of Cavalry or Pinnacle
shareholders to approve the merger and the ability
to obtain required governmental approvals of the
proposed terms and anticipated schedule.
Additional factors which could affect the forward
looking statements can be found in the Annual
Reports on Form 10-K and the Quarterly Reports on
Form 10-Q of both Pinnacle and Cavalry filed with
the Securities and Exchange Commission and
available on the SECs website set forth below.
Pinnacle and Cavalry disclaim any obligation to
update or revise any forward-looking statements
contained in this information, whether as a result
of new information, future events or otherwise.
ON OCTOBER 17, 2005, PINNACLE FILED A REGISTRATION
STATEMENT WITH THE
SEC (FILE NO. 333-129076), WHICH
CONTAINED A JOINT PROXY STATEMENT/PROSPECTUS
RELATED TO THE PROPOSED PINNACLE/CAVALRY MERGER.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS 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
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 Pinnacles
directors and executive officers is contained in the proxy statement filed by Pinnacle with the SEC
on March 14, 2005, which is available on Pinnacles web site (www.pnfp.com) and at the address
provided above. Information about Cavalrys
directors and executive officers is contained in the proxy statement filed by Cavalry with the SEC
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
SEC.