As filed with the Securities and Exchange Commission on August 15, 1996
Registration No. 333-2230
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Provident Financial Holdings, Inc.
________________________________________________
(Exact name of registrant as specified in charter)
Delaware 6035 33-0704889
_______________________________ _________________ __________________
(State or other jurisdiction of (Primary SICC No.) (I.R.S. Employer
incorporation or organization) Identification No.)
3756 Central Avenue
Riverside, California 92506
(909) 686-6060
____________________________________________________________
(Address and telephone number of principal executive offices)
John F. Breyer, Jr., Esquire
Aaron M. Kaslow, Esquire
BREYER & AGUGGIA
Suite 470 East
1300 I Street, N.W.
Washington, D.C. 20005
_______________________________________
(Name and address of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Not applicable.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.<PAGE>
DEREGISTRATION OF SHARES
Provident Financial Holdings, Inc. (the "Company") hereby amends its
Registration Statement on Form S-1 to remove from registration thereunder
1,619,535 shares of its Common Stock, $.01 par value per share, which remained
unissued after consummation of the conversion of Provident Savings Bank,
F.S.B. (the "Savings Bank") from the mutual to stock form on June 27, 1996.
The Registration Statement on Form S-1 filed with the Securities and
Exchange Commission ("SEC") on March 11, 1996, as amended by Amendment No. 1
thereto filed with the SEC on April 25, 1996, registered 6,744,750 shares of
the Company's Common Stock for possible issuance in connection with the
mutual-to-stock conversion of the Savings Bank. The number of shares
registered was determined in accordance with an independent appraisal of the
Company and the Savings Bank as converted.
Pursuant to the Savings Bank's Plan of Conversion, nontransferable
rights to subscribe for the Common Stock were granted, in order of priority,
to (i) depositors with $50.00 or more on deposit at the Savings Bank as of
August 31, 1994, (ii) the Savings Bank's employee stock ownership plan, a
tax-qualified employee benefit plan, (iii) depositors with $50.00 or more on
deposit at the Savings Bank as of March 31, 1996, and (iv) depositors of the
Savings Bank as of April 30, 1996, subject to the priorities and purchase
limitations set forth in the Plan of Conversion. Concurrently, but subject to
the prior rights of holders of subscription rights, the Company offered the
Common Stock for sale to members of the general public through a direct
community offering. In the offering, which commenced on May 17, 1996 and
expired on June 17, 1996, the Company sold 5,125,215 shares of its Common
Stock. Consequently, 1,619,535 shares of the Company's Common Stock
originally registered in the Registration Statement on Form S-1 were not
issued and are being deregistered.<PAGE>
SIGNATURES
Pursuant to the requirements of the Rules and Regulations of the
Securities Act of 1933, as amended, including Rule 478 of the general rules
and regulations thereunder, the Company has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Riverside, State of California, on the 8th day of August, 1996.
PROVIDENT FINANCIAL HOLDINGS, INC.
BY:/s/ Craig S. Blunden
______________________________________
Craig G. Blunden
President and Chief Executive Officer
