SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended September 30, 1998
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transaction period from ___________________ to ______________________
Commission File Number: 0-25233
Provident Bancorp, Inc.
-------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Federal To be applied for
- ---------------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
400 Rella Boulevard, Montebello, New York 10901
- ------------------------------------------ ------------
(Address of Principal Executive Office) (Zip Code)
(914) 369-8040
------------------------------------------------
(Registrant's Telephone Number including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
--------
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.10 per share
---------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days.
(1) YES x/ NO
(1) YES NO x/
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB. [ ]
The registrant's revenues for the fiscal year ended September 30, 1998 were
$51.0 million.
As of January 14, 1999, there were issued and outstanding 8,280,000 shares
of the Registrant's Common Stock. The aggregate value of the voting stock held
by non-affiliates of the Registrant, computed by reference to the closing price
of the Common Stock as of January 29, 1999 ($12.19) was $42.1 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
1
<PAGE>
This amendment to the Form 10-K Annual Report of Provident Bancorp, Inc.
(the "Company") is solely being filed to revise the Independent Auditors' Report
of KPMG LLP to include the city and state of execution of that report.
1
<PAGE>
(a)(3) Exhibits
99.1 Independent Auditors' Report for the Consolidated Financial Statements
of Provident Bank and subsidiaries as of September 30, 1998 and 1997
and for the years ended September 30, 1998, 1997 and 1996.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATED: April 6, 1999 PROVIDENT BANCORP, INC.
(Registrant)
By: \s\ Katherine A. Dering
Katherine A. Dering
Senior Vice President and Chief Financial
Officer
(Duly Authorized Representative)
<PAGE>
EXHIBIT 99.1
<PAGE>
Independent Auditors' Report
The Board of Directors
Provident Bank:
We have audited the accompanying consolidated statements of financial condition
of Provident Bank and subsidiaries as of September 30, 1998 and 1997, and the
related consolidated statements of income, changes in equity, and cash flows for
each of the years in the three-year period ended September 30, 1998. These
consolidated financial statements are the responsibility of the Bank's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Provident Bank and
subsidiaries as of September 30, 1998 and 1997, and the results of their
operations and their cash flows for each of the years in the three-year period
ended September 30, 1998 in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
Stamford, Connecticut
November 25, 1998
<PAGE>
[letterhead of Luse Lehman Gorman Pomerenk & Schick appears here]
(202) 274-2009
April 8, 1999
VIA EDGAR
Mr. David S. Lyon
Financial Analyst
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4-8
Washington, DC 20549
Re: Provident Bancorp, Inc.
Form 10-K filed on February 11, 1999
File No.: 0-25233
Dear Mr. Lyon:
On behalf of Provident Bancorp, Inc. (the "Company"), we are transmitting
Amendment No. 1 to the Company's Form 10-K filed on February 11, 1999. This
amendment is being filed in response to the comments of the staff contained in
your letter of March 31, 1999. Set forth below are the Company's responses to
the comment letter.
1. The Independent Auditors' Report has been revised as requested to include
the city and state of issuance.
2. As discussed with the accounting staff, we respectfully request that the
Company not be required to provide the requested loan and asset quality
data. First, the Form 10-K related to the Company, which for the period
reported upon (i.e., the year ended September 30, 1998), had no assets, no
liabilities and no operations. The Company did not, in fact, commence
business operations until January 7, 1999, the closing date of the mutual
holding company reorganization of Provident Bank (the "Bank") and the
initial public offering of the Company.
Second, for the purpose of apprising investors in the Company as to the
financial results of the Bank (which became the Company's principal
operating unit on January 7, 1999), the Form 10-K included as an exhibit
the Bank's September 30, 1998 year-end audited consolidated financial
statements as well as management's discussion and analysis of such
consolidated financial statements. Moreover, as discussed with the
accounting staff, at the
<PAGE>
Mr. David S. Lyon
April 8, 1999
Page 2
time of the filing of the Form 10-K, these financial statements
substantially reflected the consolidated financial condition of the Company
as of the date of the filing of the Form 10- K.
The Company will file in December 1999 its next report on Form 10-K. This
report will contain all disclosures required by Industry Guide III,
Regulation S-K and Regulation S-X.
* * *
Should you have any questions with regard to the foregoing, please do not
hesitate to call the undersigned.
Respectfully,
\s\ Kenneth R. Lehman
Kenneth R. Lehman
cc: George Strayton, President
and Chief Executive Officer
Katherine Dering, Senior Vice President and
Chief Financial Officer
Thomas Canfarotta, CPA
<PAGE>
