SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PROVIDENT BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, $0.10 PAR VALUE PER SHARE
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(Title of Class of Securities)
743835 10 0
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(CUSIP Number)
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2001
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(Name, Address, Telephone number of Person Authorized to
Receive Notices and Communications)
January 7, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 743835 10 0 Page 2 of 6 Pages
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Provident Bancorp, MHC EIN: To be applied for
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D)
OR 2(e) |_|
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
4,416,000
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
4,416,000
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,416,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.7%
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14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 743835 10 0 Page 3 of 6 Pages
Item 1. Security and Issuer
- ----------------------------
The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $1.00 par value per share ("Common Stock"), of Provident
Bancorp, Inc., a Federal stock corporation (the "Issuer"). The address of the
Issuer's principal executive office is 400 Rella Boulevard, Montebello, New York
10901.
Item 2. Identity and Background
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This Schedule is filed on behalf of Provident Bancorp, MHC, a Federally
chartered mutual holding company (the "Company"). The Company's principal
business is to hold the majority of the Issuer's shares of Common Stock. The
business address of the Company is 400 Rella Boulevard, Montebello, New York
10901.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Directors
Name Occupation
- ---- ----------
William F. Helmer Chairman of the Board of Directors, Provident Bank
President, Helmer-Cronin Construction, Inc.
George Strayton President and Chief Executive Officer, Provident Bank
Dennis L. Coyle Vice Chairman of the Board of Directors, Provident Bank
Owner, Coyle Insurance Agency
Owner and President, Delco Realty
Owner of Dennis L. Coyle Rental Properties.
Murray L. Korn Retired
Dr. Donald T. McNelis Retired
Richard A. Nozell Owner, Richard Nozell Building Construction
William R. Sichol, Jr. Principal, Sichol & Hicks, P.C.
Wilbur C. Ward Retired
F. Gary Zeh President of Haverstraw Transit Inc.
President and Owner, Quality Bus Sales and Service
Executive Officers Who Are Not Directors
Name Current Position
- ---- ----------------
Daniel G. Rothstein Executive Vice President
Robert J. Sansky Executive Vice President
Katherine A. Dering Senior Vice President and Chief Financial Officer
Stephen G. Dormer Senior Vice President
John F. Fitzpatrick Senior Vice President and Director of Support Services
(d) During the past five years, neither the Company nor the Insiders have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, neither the Company nor the Insiders have
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
(f) All of the Insiders are U.S. citizens.
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CUSIP NO. 743835 10 0 Page 4 of 6 Pages
Item 3. Source and Amount of Funds or Other Consideration
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On January 7, 1999, the Issuer was formed for the purpose of becoming the
stock holding company of Provident Bank (the "Bank") and the Company was formed
for the purpose of becoming the mutual holding company parent of the Issuer.
Pursuant to Plan of Reorganization (the "Plan of Reorganization"), the Bank
became a wholly-owned subsidiary of the Issuer, which became a majority-owned
subsidiary of the Company (the "Mutual Holding Company Reorganization"). On
January 7, 1999, 4,416,000 shares of Common Stock were issued to the Company,
and 3,864,000 shares of Common Stock were issued to depositors of the Bank and
others.
Item 4. Purpose of Transaction
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The primary purpose of the Mutual Holding Company Reorganization, which
involved the conversion of the Bank to the stock form and the establishment of
the Issuer and the Company, was to establish a structure that will enable the
Bank to compete and expand more effectively in the financial services
marketplace, and that will enable the Bank's depositors, employees, management
and directors to obtain an equity ownership interest in the Bank. The mutual
holding company structure permitted the Issuer to sell capital stock, which is a
source of capital not available to a mutual savings bank. The transaction also
gives the Bank and the Issuer greater flexibility to structure and finance the
expansion of operations, including the potential acquisition of other financial
institutions, and to diversify into other financial services. Because the Issuer
only issued a minority of the Common Stock for sale in the Mutual Holding
Company Reorganization, the Bank's mutual form of ownership and its ability to
remain an independent savings bank and to provide community-oriented financial
services is expected to be preserved.
However, while the Company intends to exercise its rights as majority
stockholder, neither the Company nor the Insiders currently have any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter or bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be deleted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
In the future, the Company and/or the Insiders may determine to purchase
additional shares of the Issuer's Common Stock (or other securities of the
Issuer) or the Company and/or the Insiders may determine to sell shares of the
Issuer's Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investments.
Item 5. Interest in Securities of the Issuer
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a. As of January 7, 1999, the Company directly and beneficially owned
4,416,000 shares of the Issuer's Common Stock, which represented 53.3% of the
issued and outstanding shares of Common Stock on such date.
b. The Company has the sole power to vote and the sole power to dispose
of the shares of Common Stock owned by it.
c. Other than the issuance to the Company of the shares of Issuer's
Common Stock as of January 7, 1999, the Company has not effected any transaction
in the Issuer's Common Stock within the past 60 days.
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CUSIP NO. 743835 10 0 Page 5 of 6 Pages
d. No person or entity other than the Company has the right to receive,
or the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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As of the date of this Schedule, neither the Company nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
among themselves or with any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material to be Filed as Exhibits
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None.
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CUSIP NO. 743835 10 0 Page 6 of 6 Pages
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
PROVIDENT BANCORP, MHC
By: \s\ George Strayton
-------------------------------------
George Strayton
President and Chief Executive Officer
Date: January 8, 1999
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