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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PROVIDENT CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
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Delaware 31-0982792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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One East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of If this form relates to the registration of a
a class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant
upon filing pursuant to General Instruction to General Instruction A.(d), please check the
A.(c), please check the following box. [X] following box. [_]
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Securities Act registration statement file numbers to which this form relates:
333-80231
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
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8 3/4% Subordinated Capital New York Stock Exchange
Income Securities
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Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 8 3/4% Subordinated Capital
Income Securities, liquidation amount of $25 per security (the "Capital
Securities"), of Provident Capital Trust II (the "Registrant"), as fully and
unconditionally guaranteed by Provident Financial Group, Inc. ("Provident"). The
description of the Capital Securities to be registered hereunder is set forth
under the caption "Certain Terms of the Capital Securities" in the Prospectus
Supplement dated June 23, 1999, supplementing the Prospectus dated June 9, 1999
(the "Prospectus Supplement"), of the Registrant and Provident, which
constitutes a part of the Registration Statement (the "Registration Statement")
on Form S-3 (File No. 333-80231) of the Registrant, Provident Capital Trust III
and Provident. The Registration Statement was initially filed with the
Securities and Exchange Commission (the "Commission") on June 9, 1999. The
Prospectus Supplement which was filed with the Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended, is deemed to be
incorporated herein by reference.
Item 2. Exhibits
Exhibit No. Description
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Exhibit 1* Form of Underwriting Agreement.
Exhibit 4(a)* Form of Indenture relating to the Junior Subordinated
Debentures to be entered by and between Provident Financial
Group, Inc. and The Chase Manhattan Bank, as Indenture
Trustee.
Exhibit 4(b)* Form of Guarantee Agreement to be entered by and between
Provident Financial Group, Inc., as Guarantor, and The Chase
Manhattan Bank, as Guarantor Trustee, for the benefit of the
holders of Preferred Securities.
Exhibit 4(c)* Form of Junior Subordinated Debenture (included in Article 2
of Exhibit 4(a) hereto).
Exhibit 4(d)* Certificate of Trust of Provident Capital Trust II.
Exhibit 4(f)* Declaration of Trust of Provident Capital Trust II.
Exhibit 4(h)* Form of Amended and Restated Declaration of Trust (included as
Annex B to Exhibit 4(a) hereto).
Exhibit 4(i)* Form of Preferred Security Certificate (included as Exhibit A
to Exhibit 4(l) hereto).
Exhibit 5(a)* Opinion of Richards, Layton & Finger, P.A. as to the validity
of the Preferred Securities of Provident Capital Trust II.
Exhibit 5(c)* Opinion of Simpson Thacher & Bartlett regarding the validity
of the Guarantee and the Junior Subordinated Debentures of
each of Provident Capital Trust II and Provident Capital Trust
III.
Exhibit 8(a)* Opinion of Simpson Thacher & Bartlett regarding certain tax
matters of Provident Financial Group, Inc. and Provident
Capital Trust II.
Exhibit 12(a)* Computation of Ratio of Earnings to Fixed Charges.
Exhibit 12(b)* Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends.
Exhibit 23(a)* Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5(a) hereto).
Exhibit 23(c)* Consent of Simpson Thacher & Bartlett (included in Exhibit
5(c) hereto).
Exhibit 23(d)* Consent of Simpson Thacher & Bartlett (included in Exhibit
8(a) hereto).
Exhibit 23(e)* Consent of Ernst & Young LLP
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Exhibit No. Description
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Exhibit 24(a)* Powers of Attorney (included on page II-6 of this Registration
Statement).
Exhibit 25(a)* Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended ("Form T-1"), of
The Chase Manhattan Bank to act as trustee with respect to the
Junior Subordinated Debentures of Provident Financial Group,
Inc.
Exhibit 25(b)* Form T-1 of The Chase Manhattan Bank, as trustee, with respect
to the Preferred Securities of Provident Capital Trust II.
Exhibit 25(d)* Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended ("Form T-1"), of
The Chase Manhattan Bank to act as trustee with respect to the
Guarantees of Provident Financial Group, Inc. with respect to
Provident Capital Trust II.
* Incorporated by reference as indicated in the text above.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Provident Capital Trust II
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By: /s/ CHRISTOPHER J. CAREY
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Name: CHRISTOPHER J. CAREY
Title: Regular Trustee
By: /s/ MARK E. MAGEE
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Name: MARK E. MAGEE
Title: Regular Trustee
By: /s/ TAYFUN TUZUN
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Name: TAYFUN TUZUN
Title: Regular Trustee
Dated: June 29, 1999
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EXHIBIT INDEX
The following exhibits are filed herewith as a part of this Registration
Statement.
Exhibit No. Description
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Exhibit 1* Form of Underwriting Agreement.
Exhibit 4(a)* Form of Indenture relating to the Junior Subordinated
Debentures to be entered by and between Provident Financial
Group, Inc. and The Chase Manhattan Bank, as Indenture
Trustee.
Exhibit 4(b)* Form of Guarantee Agreement to be entered by and between
Provident Financial Group, Inc., as Guarantor, and The Chase
Manhattan Bank, as Guarantor Trustee, for the benefit of the
holders of Preferred Securities.
Exhibit 4(c)* Form of Junior Subordinated Debenture (included in Article 2
of Exhibit 4(a) hereto).
Exhibit 4(d)* Certificate of Trust of Provident Capital Trust II.
Exhibit 4(f)* Declaration of Trust of Provident Capital Trust II.
Exhibit 4(h)* Form of Amended and Restated Declaration of Trust (included as
Annex B to Exhibit 4(a) hereto).
Exhibit 4(i)* Form of Preferred Security Certificate (included as Exhibit A
to Exhibit 4(l) hereto).
Exhibit 5(a)* Opinion of Richards, Layton & Finger, P.A. as to the validity
of the Preferred Securities of Provident Capital Trust II.
Exhibit 5(c)* Opinion of Simpson Thacher & Bartlett regarding the validity
of the Guarantee and the Junior Subordinated Debentures of
each of Provident Capital Trust II and Provident Capital Trust
III.
Exhibit 8(a)* Opinion of Simpson Thacher & Bartlett regarding certain tax
matters of Provident Financial Group, Inc. and Provident
Capital Trust II.
Exhibit 12(a)* Computation of Ratio of Earnings to Fixed Charges.
Exhibit 12(b)* Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends.
Exhibit 23(a)* Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5(a) hereto).
Exhibit 23(c)* Consent of Simpson Thacher & Bartlett (included in Exhibit
5(c) hereto).
Exhibit 23(d)* Consent of Simpson Thacher & Bartlett (included in Exhibit 8
hereto).
Exhibit 23(e)* Consent of Ernst & Young, L.L.P.
Exhibit 24(a)* Powers of Attorney (included on page II-6 of this Registration
Statement).
Exhibit 25(a)* Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended ("Form T-1"), of
The Chase Manhattan Bank to act as trustee with respect to the
Junior Subordinated Debentures of Provident Financial Group,
Inc.
Exhibit 25(b)* Form T-1 of The Chase Manhattan Bank, as trustee, with respect
to the Preferred Securities of Provident Capital Trust II.
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Exhibit No. Description
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Exhibit 25(d)* Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of 1939, as amended ("Form T-1"), of
The Chase Manhattan Bank to act as trustee with respect to the
Guarantees of Provident Financial Group, Inc. with respect to
Provident Capital Trust II.
* Incorporated by reference as indicated in the text above.
