AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1999
Registration No. 333-85985
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROVIDENT FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Ohio 6022 31-0982792
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(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
of incorporation Classification Number)
or organization) Code Number)
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2000
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(Address, including zip code, and
telephone number, including
area code, of registrant's
principal executive
offices)
Mark E. Magee, Esq.
Vice President, Secretary and General Counsel
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Mark A. Weiss, Esq. Clifford A. Roe, Jr., Esq.
Keating, Muething & Klekamp, P.L.L. Dinsmore & Shohl, LLP
1400 Provident Tower 255 East Fifth Street
One East Fourth Street Cincinnati, Ohio 45202
Cincinnati, Ohio 45202 (513) 977-8227
(513) 579-6411
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the Acquisition described in the enclosed Proxy
Statement/Prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, 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, 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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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>
This Amendment No. 1 to Registration Statement is being filed solely to
file Exhibit 99.2.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Ohio Revised Code, Section 1701.13(E), allows indemnification by the
Registrant to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the Registrant, by
reason of the fact that he is or was a director, officer, employee or agent of
the Registrant, against expenses, including judgment and fines, if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the Registrant, except
that no indemnification shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the Registrant unless
deemed otherwise by the court. Indemnification may be authorized by a majority
vote of a quorum of disinterested directors or upon the written opinion of
independent counsel or by the stockholders or by court order. The Registrant's
Code of Regulations extends such indemnification.
Item 21. Exhibits and Financial Statement Schedules.
Exhibit Number Description of Document
- --------------- ---------------------------------------------------------------
*2 Agreement and Plan of Acquisition by and among Provident
Financial Group, Inc., The Provident Bank, OHSL Financial Corp.
and Oak Hills Savings and Loan Company, F.A. (incorporated by
reference to Annex A to the Proxy Statement/Prospectus)
*5 Opinion of Keating, Muething & Klekamp, P.L.L.
*8 Opinion of Keating, Muething & Klekamp, P.L.L. regarding tax
matters
*10 Stock Option Agreement (incorporated by reference to Annex B to
the Proxy Statement/Prospectus)
*23.1 Consent of Crowe, Chizek and Company LLP, Independent Auditors
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of Keating, Muething & Klekamp, P.L.L. (Contained in
Exhibit 5)
*24 Powers of Attorney (contained on the signature page)
*99.1 Form of Proxy
99.2 Form of Opinion of McDonald Investments Inc.
- -----------------------------
*Previously filed.
Item 22. Undertakings.
The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act,
<PAGE>
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement for the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total value of securities offered
would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" taking the effective
registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold in the termination of the
offering.
4. To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
5. To supply by means of a post-effective amendment all information
concerning a transaction, and the Company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
6. That for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
7. Prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
8. That every prospectus (i) that is filed pursuant to paragraph 7
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
9. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 20 above, or
otherwise (other than insurance), the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the Securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it, other than indemnification pursuant to court order
and not including any coverage under, or agreement to pay premiums for, any
policy of insurance, is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio, on September 2, 1999.
PROVIDENT FINANCIAL GROUP, INC.
By: /s/Robert L. Hoverson
-----------------------------------
Robert L. Hoverson, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Robert L. Hoverson President and Director September 2, 1999
- ------------------------------ (Principal Executive
Robert L. Hoverson Officer)
*
- ------------------------------ Director September __, 1999
Jack M. Cook
*
- ------------------------------ Director September __, 1999
Thomas D. Grote, Jr.
*
- ------------------------------ Director September __, 1999
Philip R. Myers
*
- ------------------------------ Director September __, 1999
Joseph A. Pedoto
*
- ------------------------------ Director September __, 1999
Sidney A. Peerless
- ------------------------------ Director September __, 1999
Joseph A. Steger
/s/Christopher J. Carey Executive Vice President September 2, 1999
- ------------------------------ and Chief Financial
Christopher J. Carey Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/Christopher J. Carey
- ------------------------------ Attorney-in-Fact September 2, 1999
*By: Christopher J. Carey
Exhibit 99.2
September __, 1999
Board of Directors
OHSL Financial Corp.
6581 Harrison Road
Cincinnati, OH 45247
Attention: Mr. Kenneth L. Hanauer
President & Chief Executive Officer
Gentlemen:
You have requested our opinion with respect to the fairness, from a
financial point of view, as of the date hereof, to the holders of the common
stock, par value $0.01 per share ("OHSL Common Shares"), of OHSL Financial Corp.
("OHSL"), of the Exchange Ratio, as set forth in Section 1.6 (a) of the
Agreement and Plan of Merger dated as of August 3, 1999 (the "Agreement"), among
OHSL, Oak Hills Savings and Loan Company, FA, Provident Financial Group, Inc.
("PFGI"), and The Provident Bank.
The Agreement provides for the merger (the "Merger") of OHSL with and into
PFGI, pursuant to which, among other things, at the Effective Time (as defined
in the Agreement), each outstanding share of OHSL Common Shares will be
exchanged for the right to receive a certain number of shares (the "Exchange
Ratio") of the common stock, without par value, of PFGI ("PFGI Common Shares")
equal to $22.50, subject to adjustment, as set forth in Section 1.6 (a) of the
Agreement. The terms and conditions of the Merger are more fully set forth in
the Agreement.
McDonald Investments Inc., as part of its investment banking business, is
customarily engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes.
We have acted as OHSL's financial advisor in connection with, and have
participated in certain negotiations leading to, the Agreement. In connection
with rendering our opinion set forth herein, we have among other things:
<PAGE>
Board of Directors
September __, 1999
Page 2
(i) Reviewed OHSL's Annual Reports to Shareholders and Annual Reports on
Form 10-K for each of the years ended December 31, 1998, December 31, 1997 and
December 31, 1996, including the audited financial statements contained therein,
and OHSL's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
(ii) Reviewed PFGI's Annual Reports to Shareholders and Annual Reports on
Form 10-K for each of the years ended December 31, 1998, December 31, 1997 and
December 31, 1996, including the audited financial statements contained therein,
and PFGI's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
(iii) Reviewed certain other public and non-public information, primarily
financial in nature, relating to the respective businesses, earnings, assets and
prospects of OHSL and PFGI provided to us or publicly available;
(iv) Participated in meetings and telephone conferences with members of
senior management of OHSL and PFGI concerning the financial condition, business,
assets, financial forecasts and prospects of the respective companies, as well
as other matters we believed relevant to our inquiry;
(v) Reviewed certain stock market information for OHSL Common Shares and
PFGI Common Shares, and compared it with similar information for certain
companies, the securities of which are publicly traded;
(vi) Compared the results of operations and financial condition of OHSL and
PFGI with that of certain companies, which we deemed to be relevant for purposes
of this opinion;
(vii) Reviewed the financial terms, to the extent publicly available, of
certain acquisition transactions, which we deemed to be relevant for purposes of
this opinion;
(viii) Reviewed the Agreement dated August 3, 1999 and certain related
documents; and
(ix) Performed such other reviews and analyses as we have deemed
appropriate.
In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other
information reviewed by us and have relied upon the accuracy and completeness of
the representations, warranties and covenants of OHSL and PFGI contained in the
Agreement. We have not been engaged to undertake, and have not assumed any
responsibility for, nor have we conducted, an independent investigation or
verification of such matters. We have not been engaged to and we have not
conducted a physical inspection of any of the assets, properties or facilities
of either OHSL or PFGI, nor have we made or obtained or been furnished with any
independent valuation or appraisal of any of such assets, properties or
facilities or any of the liabilities of either OHSL or PFGI. With respect to
<PAGE>
Board of Directors
September __, 1999
Page 32
financial forecasts used in our analysis, we have assumed that such forecasts
have been reasonably prepared by management of OHSL and PFGI, as the case may
be, on a basis reflecting the best currently available estimates and judgments
of the management of OHSL and PFGI, as to the future performance of OHSL, PFGI,
and OHSL and PFGI combined, as the case may be. We have not been engaged to and
we have not assumed any responsibility for, nor have we conducted any
independent investigation or verification of such matters, and we express no
view as to such financial forecasts or the assumptions on which they are based.
We have also assumed that all of the conditions to the consummation of the
Merger, as set forth in the Agreement, including the tax-free treatment of the
Merger to the holders of OHSL Common Shares, would be satisfied and that the
Merger would be consummated on a timely basis in the manner contemplated by the
Agreement.
We will receive a fee for our services as financial advisor to OHSL, a
substantial portion of which is contingent upon closing of the Merger. We will
also receive a fee for our services in rendering this opinion. In the past, we
have also provided certain other investment banking services for PFGI and have
received customary compensation for such services.
In the ordinary course of business, we may actively trade securities of
OHSL and PFGI for our own account and for the accounts of customers and
accordingly, we may at any time hold a long or short position in such
securities.
This opinion is based on economic and market conditions and other
circumstances existing on, and information made available as of, the date
hereof. In addition, our opinion is, in any event, limited to the fairness, as
of the date hereof, from a financial point of view, of the Exchange Ratio, to
the holders of OHSL Common Shares, and does not address the underlying business
decision by OHSL's Board of Directors to effect the Merger, does not compare or
discuss the relative merits of any competing proposal or any other terms of the
Merger, and does not constitute a recommendation to any OHSL shareholder as to
how such shareholder should vote with respect to the Merger. This opinion does
not represent an opinion as to what the value of OHSL Common Shares or PFGI
Common Shares may be at the Effective Time of the Merger or as to the prospects
of OHSL's business or PFGI's business.
This opinion is directed to the Board of Directors of OHSL and may not be
reproduced, summarized, described or referred to or given to any other person
without our prior written consent. Notwithstanding the foregoing, this opinion
may be included in the proxy statement to be mailed to the holders of OHSL
Common Shares in connection with the Merger, provided that this opinion will be
reproduced in such proxy statement in full, and any description of or reference
to us or our actions, or any summary of the opinion in such proxy statement,
will be in a form reasonably acceptable to us and our counsel.
<PAGE>
Board of Directors
September __, 1999
Page 4
Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair to the holders of OHSL Common Shares
from a financial point of view.
Very truly yours,
McDONALD INVESTMENTS INC.
