The Shareholder Forum

Special Program


Independent Analysis of Shareholder Interests

in a merger transaction proposed by

Providian Financial Corporation

Forum Home Page


Providian Program Home Page

Program Summary

(August 10, 2005)

     In response to publicly expressed investor concerns about the pricing of a merger transaction proposed by the management of Providian Financial Corporation (“PVN”), a special “Forum” program has been initiated for the limited purpose of arranging an independent analysis of shareholder interests.

     The program is intended to develop a broadly applicable process for providing public shareholders with objective, professional analyses of transaction proposals, as an alternative to the current practice of relying on “fairness opinions” presented by a transaction’s proponents.

     Anyone with an interest in Providian or in the general objective of assuring informed investment decisions  is encouraged to participate in the program, which will be managed by Gary Lutin according to the usual Forum policies.

August 10, 2005






CONTACT:                Sinead Martin                                       Laura McNamara

617-760-8515                                     617-760-1108





BOSTON, Mass., August 1, 2005 – Putnam Investments and the Board of Trustees of the Putnam Mutual Funds today announced that they intend to vote shares of Providian Financial Corporation held in client accounts and the Funds, respectively, against the proposed merger of Providian with Washington Mutual, Inc. 

Putnam regards the price as inadequate and believes recent fundamental trends and Providian management's outlook confirm Putnam's judgment on the value of the Providian franchise.  In a consolidating industry and in light of the recently announced Bank of America/MBNA transaction, mono-line credit card companies such as Providian represent an increasingly scarce asset that should command a higher price.  By accepting a price well below the fair value of the Providian common stock, Putnam believes the merger would transfer significant value to Washington Mutual's existing shareholders, at the direct expense of Providian's shareholders.

Putnam Investments and the Putnam Funds currently have the power to vote approximately 7.5% of Providian’s outstanding shares of common stock (based upon the number of shares outstanding as of June 30, 2005).


About Putnam Investments:

Founded in 1937, Putnam Investments is one of the nation’s oldest and largest money management firms.  As of June 30, 2005, Putnam managed $195 billion in assets, of which $132 billion is for mutual fund investors and $63 billion is for institutional clients.  Putnam has headquarters in Boston and offices in London and Tokyo. 







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This public program addressing shareholder interests in Providian Financial Corporation (PVN) was initiated with the leadership support of Putnam Investment Management, and according to the Forum’s stated "Conditions of Participation" is open to all shareholders of the subject company and to any fiduciaries or professionals concerned with their decisions. In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.