EX-99.2 8 dex992.htm LETTER TO SHAREHOLDERS OF FIRST WASHINGTON FINANCIALCORP Letter to shareholders of First Washington FinancialCorp

EXHIBIT 99.2

 

LETTER TO SHAREHOLDERS

 

FIRST WASHINGTON FINANCIALCORP

 

U. S. Route 130 and Main Street

Windsor, NJ 08561

(609) 426-1000

 

October 5, 2004

 

Dear fellow shareholders:

 

You are cordially invited to attend a special meeting of shareholders of First Washington FinancialCorp to be held at [Meeting Time], local time, on Friday, November 5, 2004, at the [Meeting Place]. At the special meeting you will be asked to consider and vote upon a proposal to approve and adopt an agreement and plan of merger pursuant to which First Washington will be acquired by Fulton Financial Corporation.

 

If the merger agreement is approved and the merger is subsequently completed, each outstanding share of First Washington common stock (other than certain shares held by Fulton or First Washington) will be converted into the right to receive 1.35 shares of Fulton common stock subject to adjustment under certain circumstances. First Washington common shareholders generally will not recognize federal income tax gain or loss in connection with the merger, except for any cash received instead of fractional shares.

 

The merger cannot be completed unless the holders of a majority of the outstanding shares of First Washington common stock approve and adopt the merger agreement and the parties receive all required regulatory approvals, among other customary conditions.

 

Based on our reasons for the merger described in the accompanying proxy statement/prospectus, including the fairness opinion issued by our financial advisor, Advest, Inc., our Board of Directors believes that the merger agreement is fair to you and in your best interests. First Washington’s Board of Directors strongly supports this combination of First Washington and Fulton. Accordingly, our board of directors unanimously recommends that you vote “FOR” approval and adoption of the merger agreement.

 

The accompanying document provides you with detailed information about the special meeting, the merger, the merger agreement and related matters. We urge you to read this entire document carefully, including the attached merger agreement. You may also obtain additional information about Fulton and First Washington from documents filed with the Securities and Exchange Commission.

 

It is very important that your shares be voted at the special meeting, because the merger cannot be completed unless the holders of a majority of First Washington’s outstanding shares of common stock vote to approve and adopt the merger agreement. All shareholders are invited to attend the special meeting in person. However, to ensure that your shares are represented on this very important matter, please take the time now to vote by completing and mailing the enclosed proxy card.

 

Thank you for your cooperation and your continued support of First Washington.

 

Sincerely,

/s/ C. Herbert Schneider


C. Herbert Schneider

President and Chief Executive Officer