UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by
the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Under Rule 14a-12
FIRST CHARTER CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PAYMENT OF FILING FEE (Check the appropriate box): |
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No fee required |
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1) Title of each class of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
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4) Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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The
following notice, along with a third proxy card, is being mailed on
January 2, 2008 to
shareholders of First Charter Corporation who have not voted by telephone or Internet or returned
the proxy card that was initially mailed, along with a joint proxy statement/prospectus, on or
about December 3, 2007.
January 2, 2008
The Special Meeting of Shareholders is approximately 2 weeks away
Dear Shareholder,
The special meeting of shareholders of First Charter will be held in approximately 2 weeks, on
January 18, 2008. According to our records, your vote has not yet been received.
At the special meeting, shareholders are being asked to approve an agreement providing for the
merger of First Charter with and into Fifth Third. If the merger is approved and completed, each
outstanding share of First Charter common stock will be exchanged for either $31.00 in cash or such
number of shares of Fifth Third common stock that have a value of $31.00.
The Board of Directors recommends that shareholders vote FOR approval of the merger agreement and
FOR the approval of any proposal to adjourn or postpone the special meeting, if necessary to
solicit additional proxies.
Every vote counts
Your vote is extremely important; the merger cannot be completed unless it is approved by 75%
of the outstanding stock of First Charter entitled to vote as of the record date.
Please take the time now to cast your vote. You can do so by following the instructions on the
enclosed card to vote by telephone or Internet. You can also vote by signing, dating and returning
the proxy card in the envelope provided.
If you have any questions regarding voting, or if you need assistance in voting, please call our
proxy solicitor, Morrow & Co. LLC, toll-free at (877) 807-8896.
Sincerely,
Robert E. James, Jr.
President and Chief Executive Officer