EX-99.4 7 dex994.htm TRANSACTION INFORMATION Transaction Information

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Exhibit 99.4

 

Fulton Financial Corporation

Lancaster, PA

(NASDAQ: FULT)

 

and

 

Resource Bankshares Corporation

 

Virginia Beach, VA

(NASDAQ: RBKV)

 

August 25, 2003

 

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Forward-Looking Information

 

    This information may contain forward-looking statements about Fulton Financial Corporation’s growth and acquisition strategies and future financial performance. Forward-looking statements are encouraged by the Private Securities Litigation Reform Act of 1995.

 

    Such forward-looking information is based upon certain underlying assumptions, risks and uncertainties. Because of the possibility of change in the underlying assumptions, actual results could differ materially from these forward-looking statements. Risks and uncertainties that may affect future results include: pricing pressures on loans and deposits, actions of bank and non-bank competitors, changes in local and national economic conditions, changes in regulatory requirements, actions of the Federal Reserve Board, the Corporation’s success in merger and acquisition integration, achievement of strategic implications, and customers’ acceptance of the Corporation’s products and services. Fulton Financial Corporation disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

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Fulton Financial Corporation (FFC)

 

    $9.2 billion financial holding company

 

    199 branch locations in PA, NJ, MD, DE

 

    11 bank subsidiaries; 3 financial services subsidiaries

 

    

For 6 months

ended 6/30/03


 

•      Return on Assets

   1.64 %

•      Return on Equity

   15.88 %

•      Efficiency Ratio

   52.90 %

•      Net Charge-offs (annualized)

   0.19 %

•      NPAs/Assets

   0.45 %

 

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Resource Bankshares Corporation

 

    Resource Bankshares is headquartered in Virginia Beach, VA, and is the parent company of Resource Bank, an $860 million regional commercial bank with 6 branches in Virginia Beach, Chesapeake, Newport News, Richmond and Herndon and 14 additional mortgage origination and loan production offices in Virginia, North Carolina, Maryland and Florida.

 

     For 6 months
ended 6/30/03


 

•      Return on Assets

   1.43 %

•      Return on Common Equity

   23.88 %

•      Efficiency Ratio

   68.77 %

•      Net Charge-offs (annualized)

   0.03 %

•      NPAs/ Assets

   0.13 %

 

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Terms of the Transaction

 

•      Resource Bank retained as independent community bank

   

•      Purchase price:

  $195.6 million*

•      Consideration:

  2.2 shares of FFC stock will be issued for each outstanding share of Resource Bankshares stock

•      Structure:

  Tax-free exchange of stock equal to 100% of purchase price

•      Lock-up provision:

  Warrant for 19.9% of outstanding shares

•      Expected closing:

  First quarter 2004

 

*   Based on FFC’s closing stock price of $20.47 as of 8/22/03

 

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Pricing

 

•      Purchase Price

   $ 195.6 million

•      Price/6-30-03 common equity

     3.31x

•      Price/LTM EPS 6-30-03

     18.08x

•      Price/2004 EPS estimate

     16.26x

•      FFC shares issued

     8.75 million

 

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Capital Strength

 

    

FFC

(06/30/03)


    RB
(6/30/03)


 

Equity*/assets

   10.1 %   6.6 %

Leverage capital ratio

   9.4 %   8.7 %

Total risk-based capital

   13.9 %   13.2 %

 

* Excludes trust preferred issuances

 

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Resource Bankshares

and FFC Strategy

 

    Consistent with strategy of acquiring well-managed, profitable community banks in dynamic growth markets

 

    Geographic expansion and initial entry into state of Virginia

 

    Good asset quality

 

    Talent and experience of staff

 

    Double-digit CAGR in EPS, deposits and loans

 

    Robust market economy with strong demographics

 

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Strategic Implications

 

    Market area accounts for over 73% of all deposits in state of Virginia

 

    Provides Resource Bank with increased lending capacity and capital

 

    Expansion of Fulton Financial Advisors into affluent Virginia markets

 

    FFC’s 22nd acquisition—proven corporate acquisition expertise resulting in high customer retention

 

    Opportunity for expansion of retail banking franchise for core deposit funding and related non-interest income

 

    Opportunity for expansion of retail lending products and services

 

    Resource Bankshares’ senior lenders average 24 years of experience in banking and commercial lending

 

    The only Virginia-based bank with offices in Virginia’s three major markets:Hampton Roads, Richmond and Northern Virginia

 

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Resource Branch Locations

 

     l   

Delaware National Bank

Sussex County Branch Locations

[GRAPH]          
     ¨   

Resource Bankshares

All Branch Locations

 

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These materials may be deemed to be offering materials of Fulton Financial Corporation in connection with Fulton Financial’s proposed acquisition of Resource Bankshares Corporation on the terms and subject to the conditions in the Agreement and Plan of Merger, dated August 25, between Fulton Financial and Resource Bankshares. This filing is being made in connection with Regulation of Takeovers and Security Holder Communications (Release #’s 33-7760 and 34-42055) adopted by the Securities and Exchange Commission (“SEC”).

 

A proxy statement/prospectus will be included in the registration statement on Form S-4 which Fulton Financial will file with the SEC in connection with the proposed merger. Shareholders of Resource Bankshares Corporation and other investors are urged to read this proxy statement/prospectus because it will contain important information about Fulton Financial, Resource Bankshares, the merger, the persons soliciting proxies in the merger and their interests in the merger and related matters. After it is filed with the SEC, the proxy statement/prospectus will be available for free, both on the SEC’s web site (http://www.sec.gov) and from Resource Bankshares and Fulton Financial as follows:

 

Debra Dyckman

  George R. Barr

Corporate Secretary

  Corporate Secretary

Resource Bankshares Corporation

  Fulton Financial Corporation

3720 Virginia Beach Boulevard

  One Penn Square

Virginia Beach, VA, 23452

  Lancaster, PA 17602

(757)-222-2407

  (717 ) 291-2411

 

In addition to the proposed registration statement and proxy statement/prospectus, Fulton Financial and Resource Bankshares file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements of other information filed by either company at the SEC’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC’s other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Fulton Financial’s and Resource Bankshares’ filings with the SEC are also available to the public from commercial document-retrieval services and on the SEC’s web site at http://www.sec.gov.

 

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