SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROVIDENT CAPITAL TRUST III
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(Exact name of registrant as specified in its charter)
Delaware 31-6622037
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One East Fourth Street, Cincinnati, Ohio 45202
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g)of the Exchange Act
is effective upon filing pursuant and is effective pursuant to
to General Instruction A.(c), General Instruction A.(d),
please check the following box. [X] please check the following box.[_]
Securities Act registration statement file numbers to which this form relates:
333-93603
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to Be So Registered Each Class Is to Be Registered
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10-1/4% Trust Preferred Securities New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 10-1/4% Trust Preferred
Securities, liquidation amount of $25 per security (the "Capital Securities"),
of Provident Capital Trust III (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
November 6, 2000, supplementing the Prospectus dated February 4, 2000 (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. 333-93603) of the Registrant, Provident Capital Trust IV and
Provident. The Registration Statement was initially filed with the Securities
and Exchange Commission (the "Commission") on December 23, 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* Underwriting Agreement (incorporated by reference to
Provident's Form 8-K filing on November 8, 2000).
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 (incorporated by reference to
Exhibit No. 4.15 to Registration Statement No.
333-93603).
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
(incorporated by reference to Exhibit No. 4(b) to
Registration Statement No. 333-80231).
Exhibit 4(c)* Form of Junior Subordinated Debenture (included in
Exhibit 4(a)).
Exhibit 4(d)* Certificate of Trust of Provident Capital Trust III
(incorporated by reference to Exhibit No. 4(e) to
Registration Statement No. 333-80231).
Exhibit 4(f)* Declaration of Trust of Provident Capital Trust III
(incorporated by reference to Exhibit No. 4(g) to
Registration Statement No. 333-80231).
<PAGE>
Exhibit 4(h)* Form of Amended and Restated Declaration of Trust
(including the forms of Preferred Securities and Common
Securities to be issued thereunder) (incorporated by
reference to Exhibit No. 4.21 to Registration Statement
No. 333-93603).
Exhibit 5(a)* Opinion of Richards, Layton & Finger, P.A. as to the
validity of the Preferred Securities of Provident
Capital Trust III (incorporated by reference to Exhibit
No. 5.2 to Registration Statement No. 333-93603).
Exhibit 5(b)* Opinion of Keating, Muething & Klekamp, P.L.L.
regarding the validity of the Guarantee and the Junior
Subordinated Debentures (incorporated by reference to
Exhibit No. 5.1 to Registration Statement No. 333-93603)
Exhibit 8(a)* Opinion of Keating, Muething & Klekamp, P.L.L. regarding
certain tax matters of Provident Financial Group, Inc.
and Provident Capital Trust III (incorporated by
reference to Provident's Form 8-K filing on November 8,
2000).
Exhibit 12(a)* Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit No. 12.1 to
Registration Statement No. 333-93603).
Exhibit 12(b)* Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Dividends (incorporated by
reference to Exhibit No. 12.2 to Registration Statement
No. 333-93603).
Exhibit 23(a)* Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5(a) hereto).
Exhibit 23(b)* Consents of Keating, Muething & Klekamp, P.L.L.
(included in Exhibits 5(b) and 8(a) hereto).
Exhibit 23(c)* Consent of Ernst & Young LLP (incorporated by reference
to Exhibit 23.1 to Registration Statement No. 333-93603)
Exhibit 24(a) Powers of Attorney (included on the signature page of
this Registration Statement).
<PAGE>
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.
(incorporated by reference to Exhibit No. 25.9 to
Registration Statement No. 333-93603)
Exhibit 25(b)* Form T-1 of The Chase Manhattan Bank, as trustee, with
respect to the Preferred Securities of Provident Capital
Trust III (incorporated by reference to Exhibit No.
25.4 to Registration Statement No. 333-93603).
Exhibit 25(d)* 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 III
(incorporated by reference to Exhibit No. 25.7 to
Registration Statement No. 333-93603).
* Incorporated by reference as indicated in the text above.
<PAGE>
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.
The persons whose names appear with an asterisk (*) below hereby designate
Mark E. Magee or Christopher J. Carey, or either of them, as attorney-in-fact to
sign all amendments to this registration statement.
PROVIDENT CAPITAL TRUST III
*BY: /s/Christopher J. Carey
______________________________
Name: Christopher J. Carey
Title: Regular Trustee
*BY: /s/Mark E. Magee
______________________________
Name: Mark E. Magee
Title: Regular Trustee
*BY: /s/Tayfun Tuzun
______________________________
Name: Tayfun Tuzun
Title: Regular Trustee
Dated: November 13, 2000
