As filed with the Securities and Exchange Commission on February 9, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated PROVIDENT FINANCIAL GROUP, INC. I.R.S. Employer
Under the Laws One East Fourth Street Identification No.
of Ohio CINCINNATI, OHIO 45202 31-0982792
GLENWAY FINANCIAL CORPORATION 1990 STOCK OPTION AND INCENTIVE PLAN
FIDELITY FEDERAL SAVINGS BANK 1992 STOCK INCENTIVE PLAN
FIDELITY FINANCIAL OF OHIO, INC. 1997 STOCK OPTION PLAN
OHSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN
PROVIDENT FINANCIAL GROUP, INC. 2000 EMPLOYEE STOCK OPTION PLAN
Mark E. Magee, Esq.
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
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(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
- ---------------- -------------- ------------- ------------ -------------
Common Stock, 882,996 Shares $32.3125 $28,531,808 $7,533
No par value
(1) This Registration Statement is filed for up to 11,908 shares issuable upon
the exercise of options granted pursuant to the Glenway Financial
Corporation 1990 Stock Option and Incentive Plan, 5,621 shares issuable
upon the exercise of options granted pursuant to the Fidelity Federal
Savings Bank 1992 Stock Incentive Plan, 52,851 shares issuable upon the
exercise of options granted pursuant to the Fidelity Financial of Ohio,
Inc. 1997 Stock Option Plan, 12,616 shares issuable upon the exercise of
options granted pursuant to the OHSL Financial Corp. 1992 Stock Option and
Incentive Plan and 800,000 shares issuable upon the exercise of options
granted pursuant to the Provident Financial Group, Inc. 2000 Employee Stock
Option Plan.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and low
prices of the Common Stock on the Nasdaq Stock Market on February 2, 2000
at $ 32.3125 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Provident Financial Group, Inc. with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
1. Provident's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1998.
2. Provident's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
3. Provident's Reports on Form 8-K dated January 29, 1999, June 25, 1999
and November 24, 1999.
4. The description of Provident's common stock contained in the
Registration Statement on Form S-4, SEC File No. 333-32423.
All reports and other documents subsequently filed by Provident pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
Provident by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp,
P.L.L. participating in matters related to the Plans own 114,323 shares of
Provident's Common Stock.
<PAGE>
Item 6. 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 is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant's Code of
Regulations extends such indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits*
Exhibit 4.1 Glenway Financial Corporation 1990 Stock Option and Incentive
Plan,as Amended (formerly known as the Centennial Financial Corp.
1990 Stock Option and Incentive Plan) (incorporated by reference
to Centennial Financial Corp.'s Form S-8, File No. 33-52984,
filed with the SEC on October 6, 1992)
Exhibit 4.2 Second Amendment to the Glenway Financial Corporation 1990 Stock
Option and Incentive Plan
Exhibit 4.3 Fidelity Federal Savings Bank 1992 Stock Incentive Plan
(incorporated by reference to Fidelity Financial of Ohio, Inc.'s
Form S-1, File No. 33-99304, filed with the SEC on November 14,
1995)
Exhibit 4.4 Fidelity Financial of Ohio, Inc. 1997 Stock Option Plan
(incorporated by reference to Fidelity Financial of Ohio, Inc.'s
Form 10-K filed with the SEC on March 30, 1998)
<PAGE>
Exhibit 4.5 First Amendment to the Fidelity Financial of Ohio, Inc. 1997
Stock Option Plan
Exhibit 4.6 OHSL Financial Corp. 1992 Stock Option and Incentive Plan
(incorporated by reference to OHSL Financial Corp.'s Form S-1,
File No. 33-53348, filed with the SEC on October 16, 1992)
Exhibit 4.7 Provident Financial Group, Inc. 2000 Employee Stock Option Plan
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1 Consent of Ernst & Young, L.L.P.
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L. (contained in
Exhibit 5)
Exhibit 24 Power of Attorney (contained in the signature page)
- --------
* All exhibits are filed herewith unless otherwise indicated.
Item 9. Undertakings
9.1 The undersigned registrant hereby undertakes 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 of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar 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 a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in 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; provided,
however, that (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
9.2 The undersigned registrant hereby undertakes that, for the purpose 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>
9.3 The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
9.4 The undersigned registrant hereby undertakes 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 section 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.
9.5 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 foregoing provisions, or otherwise, 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 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, on February 9, 2000.
PROVIDENT FINANCIAL GROUP, INC.
By: /s/ Robert L. Hoverson
-----------------------------
Robert L. Hoverson
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk hereby authorizes Robert L. Hoverson or Mark E. Magee or
Christopher J. Carey as attorney-in-fact to sign on his behalf individually and
in each capacity indicated below, any amendments, including post-effective
amendments, to this Registration Statement.
Signature Capacity Date
--------- -------- ----
*/S/ Robert L. Hoverson
- ---------------------------- Chief Executive February 9, 2000
Robert L. Hoverson Officer and Director
Principal Executive
Officer)
*/S/ Philip R. Myers
- ---------------------------- Executive Vice President February 9, 2000
Philip R. Myers and Director
* /S/ Christopher J. Carey
- ---------------------------- Executive Vice President February 9, 2000
Christopher J. Carey and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
*/S/ Jack M. Cook
- ---------------------------- Director February 9, 2000
Jack M. Cook
<PAGE>
*/S/ Thomas D. Grote, Jr.
- ---------------------------- Director February 9, 2000
Thomas D. Grote, Jr.
- --------------------------- Director February _, 2000
Joseph A. Pedoto
*/S/ Sidney A. Peerless
- -------------------------- Director February 9, 2000
Sidney A. Peerless
- --------------------------- Director February _, 2000
Joseph A. Steger
Exhibit 4.2
SECOND AMENDMENT TO THE GLENWAY FINANCIAL CORPORATION
1990 STOCK OPTION AND INCENTIVE PLAN
1. The definition of "Continuous Service" in Section 2 of the Glenway
Financial Corporation 1990 Stock Option and Incentive Plan (the "Plan") is
hereby amended and restated in its entirety as follows:
"'Continuous Service' - means the absence of any interruption or
termination of service as a director, advisory director, officer or
employee of the Corporation or an Affiliate, except that when used
with respect to persons granted an Incentive Option means the absence
of any interruption or termination of service as a full-time employee
of the Corporation or an Affiliate. Service shall not be considered
interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Corporation or in the case of
transfers between payroll locations of the Corporation or between the
Corporation, its parent, its subsidiaries or its successors."
2. The last sentence in Section 14 of the Plan, titled Effect of Change in
Control, shall be amended and restated in its entirety as follows:
"If a tender offer or exchange offer for Shares (other than such an
offer by the Corporation) is commenced, or if the event specified in
clause (iii) above shall occur, unless the Committee shall have
otherwise provided in the instrument evidencing the grant of an Option
or Stock Appreciation Right, all Options and Stock Appreciation Rights
theretofore granted and not fully exercisable shall become exercisable
in full upon the happening of such event; provided, however, that no
Option or Stock Appreciation Right shall be exercisable by a Ten
Percent Beneficial Owner, a director or Senior Officer of the
Corporation within six months of the date of the grant of such Option
or Stock Appreciation Right and no Option or Stock Appreciation Right
which has previously been exercised or otherwise terminated shall
become exercisable."
Exhibit 4.5
FIRST AMENDMENT TO THE FIDELITY FINANCIAL OF OHIO, INC.
1997 STOCK OPTION PLAN
Section 8.05(a) of the Fidelity Financial of Ohio, Inc. 1997 Stock Option Plan
shall be amended and restated in its entirety as follows:
"(a) General Rule. Except as provided in Sections 8.05(b) and 8.10, each
Option or portion thereof granted to Employees and Non-Employee Directors
shall be exercisable at any time on or after it vests and becomes
exercisable until the earlier of (i) ten (10) years after its date of grant
or (ii) three (3) months after the date on which the Optionee ceases to be
employed (or in the service of the Board of Directors or an Advisory Board
of Directors, in the case of Non-Employee Directors) by the Corporation and
all Subsidiary Companies, unless the Board of Directors or the Committee in
its discretion decides at the time of grant or thereafter to extend such
period of exercise upon termination of employment or service from three (3)
months to a period of not exceeding one (1) year."
Exhibit 4.7
PROVIDENT FINANCIAL GROUP, INC.
2000
Employee Stock Option Plan
ARTICLE 1
OBJECTIVES
Provident Financial Group, Inc. ("Provident") has established this Stock
Option Plan effective January 20, 2000, as an incentive to the attraction and
retention of dedicated and loyal employees of outstanding ability, to stimulate
the efforts of such persons in meeting Provident's objectives and to encourage
ownership of Provident Common Stock by employees.
ARTICLE 2
DEFINITIONS
2.1 For purposes of the Plan, the following terms shall have the
definition which is attributed to them, unless another definition is
clearly indicated by a particular usage and context.
A. "Code" means the Internal Revenue Code of 1986.
B. "Date of Exercise" means the date on which Provident has
received a written notice of exercise of an Option, in such form as is
acceptable to the Committee, and full payment of the purchase price or
a copy of irrevocable directions to a broker-dealer to deliver the
Option Price to Provident pursuant to Section 7.2 hereof.
C. "Date of Grant" means the date on which the Committee makes an
award of an Option.
D. "Eligible Employee" means any individual who performs services
for Provident and is treated as an Employee for federal income tax
purposes, with the exception of executive officers of Provident.
E. "Effective Date" means January 20, 2000.
F. "Fair Market Value" means the average of the closing bid and
asked prices for a Share reported on any stock exchange or
over-the-counter trading system on which Shares are trading on the
last trading date prior to a specified date.
G. "Option" means the right to purchase a stated number of Shares
at a specified price. The option may be granted to an Eligible
Employee subject to the terms of this Plan, and such other conditions
and restrictions as the Committee deems appropriate.
<PAGE>
H. "Option Price" means the purchase price per Share subject to
an Option and shall be fixed by the Committee, but shall not be less
than 95% of the Fair Market Value of a Share on the Date of Grant.
I. "Permanent and Total Disability" shall mean any medically
determinable physical or mental impairment rendering an individual
unable to engage in any substantial gainful activity, which disability
can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than 12 months.
J. "Plan" means this 2000 Employee Stock Option Plan as it may be
amended.
K. "Provident" means Provident Financial Group, Inc. and any
subsidiary of Provident, as the term "subsidiary" is defined in
Section 424(f) of the Code.
L. "Share" means one share of the Common Stock of Provident.
ARTICLE 3
ADMINISTRATION
3.1 The Plan shall be administered by a committee designated by the
Board of Directors of Provident. The Committee shall be comprised of one or
more directors.
3.2 Except as specifically limited by the provisions of the Plan, the
Committee in its discretion shall have the authority to:
A. Grant Options on such terms and conditions consistent with
this Plan as the Committee shall determine;
B. Interpret the provisions of the Plan and decide all questions
of fact arising in its application; and
C. Prescribe such rules and procedures for Plan administration as
from time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Plan
shall be final and binding upon all persons, and need not be uniform with
respect to its determination of recipients, amount, timing, form, terms or
provisions of Options.
3.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any
Option granted hereunder, and to the extent permitted by law, all members
shall be indemnified by Provident for any liability and expenses which may
occur from any claim or cause of action.
<PAGE>
ARTICLE 4
SHARES SUBJECT TO PLAN
The number of Shares that may be made subject to Options granted under the
Plan is 800,000. Upon lapse or termination of any Option for any reason without
being completely exercised, the Shares which were subject to such Option may
again be subject to other Options.
ARTICLE 5
GRANTING OF OPTIONS
The Committee may, from time to time, prior to January 20, 2010, grant
Options to Eligible Employees on such terms and conditions as the Committee may
determine. More than one Option may be granted to the same Eligible Employee.
ARTICLE 6
TERMS OF OPTIONS
6.1 Each Option shall be for a term of from one to ten years from the
Date of Grant and may not be exercised during the first twelve months of
the term of said Option. Commencing on the first anniversary of the Date of
Grant of an Option, the Option may be exercised for 20% of the total Shares
covered by the Option with an additional 20% of the total Shares covered by
the Option becoming exercisable on each succeeding anniversary until the
Option is exercisable to its full extent. This right of exercise shall be
cumulative and shall be exercisable in whole or in part. The Committee may
establish a different exercise schedule and impose other conditions upon
exercise for any particular Option or groups of Options. The Committee in
its sole discretion may permit particular holders of Options to exercise an
Option to a greater extent than provided in such Option.
6.2 In the event of the dissolution or liquidation of Provident or any
merger, other than a merger for the purpose of the redomestication of
Provident not involving a change in control, consolidation, exchange or
other transaction in which Provident is not the surviving corporation or in
which the outstanding Shares of Provident are converted into cash, other
securities or other property, each outstanding Option shall automatically
become fully vested and fully exercisable immediately prior to such event.
Thereafter the holder of each such Option shall, upon exercise of the
Option, receive, in lieu of the stock or other securities and property
receivable upon exercise of the Option prior to such transaction, the stock
or other securities or property to which such holder would have been
entitled upon consummation of such transaction if such holder had exercised
such Option immediately prior to such transaction.
6.3 Nothing contained in this Plan or in any Option granted pursuant
to it shall confer upon any employee any right to continue in the employ of
Provident or to interfere in any way with the right of Provident to
terminate employment at any time. So long as a holder of an Option shall
continue to be an employee of Provident, the Option shall not be affected
by any change of the employee's duties or position.
<PAGE>
ARTICLE 7
EXERCISE OF OPTIONS
7.1 Any person entitled to exercise an Option in whole or in part, may
do so by delivering a written notice of exercise to Provident, Attention
Stock Options Administrator, at its principal office. The written notice
shall specify the number of Shares for which an Option is being exercised
and the grant date of the option being exercised and shall be accompanied
by full payment of the Option Price for the Shares being purchased and any
withholding taxes.
7.2 An Option may also be exercised by delivering a written notice of
exercise to Provident, Attention Stock Options Administrator, accompanied
by irrevocable instructions to deliver shares to a broker-dealer acceptable
to Provident and a copy of irrevocable instructions to the broker-dealer to
deliver the Option Price and any withholding taxes to Provident.
ARTICLE 8
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, Payment of the Option
Price and any withholding taxes may be made in cash, by the tender of
Shares, or both. Shares tendered shall be valued at their Fair Market
Value.
8.2 Payment through tender of Shares may be made by instruction from
the Optionee to Provident to withhold from the Shares issuable upon
exercise that number which have a Fair Market Value equal to the exercise
price for the Option or portion thereof being exercised and any withholding
taxes.
ARTICLE 9
TRANSFERABILITY OF OPTION
9.1 During the lifetime of an Eligible Employee to whom an Option has
been granted, such Option is not transferable voluntarily or by operation
of law and may be exercised only by such individual. Upon the death of an
Eligible Employee to whom an Option has been granted, the Option may be
transferred to the beneficiaries or heirs of the holder of the Option by
will or by the laws of descent and distribution.
9.2 Notwithstanding the above, the Committee may establish or modify
the terms of the Option to allow the Option to be transferred at the
request of the grantee of the Option to trusts established by the grantee
or as to which the grantee is a grantor or to family members of the grantee
or otherwise for personal and tax planning purposes of the grantee. If the
Committee allows such transfer, such Options shall not be exercisable for a
period of six months following the action of the Committee.
<PAGE>
ARTICLE 10
TERMINATION OF OPTIONS
10.1 An Option will terminate as follows:
A. Upon exercise or expiration by its terms.
B. If the grantee of an Option dies or becomes subject to a
Permanent and Total Disability while employed by Provident or within
ninety (90) days after termination of employment for any reason, such
Option may be exercised at any time within one year after the date of
termination of employment. Options may be exercised by that person's
estate or guardian or by those persons to whom the Option may have
been transferred pursuant to Article 9 hereof.
C. If the grantee of an Option terminates employment with
Provident through Retirement, such Option may be exercised at any time
within two years after the date of termination of employment, provided
the grantee has been employed by Provident for at least 10 full years,
and if the grantee has been employed by Provident for less than 10
full years, such Option may be exercised at any time within one year
after the date of termination.
D. If the grantee of an Option is terminated from employment with
Provident for cause, such Option shall terminate immediately. "Cause"
shall include, without limitation, the use of illegal drugs, the
commission of a criminal act, or willful violations of Provident's
policy prohibiting employees from disposing of Shares for personal
gain based on knowledge of Provident's activities or results when such
information is not available to the general public.
E. In all other cases, upon termination of employment of the
grantee with Provident, the then-exercisable portion of any Option
will terminate on the 45th day after the date of termination. The
portion not exercisable will terminate on the date of termination of
employment. For purposes of the Plan, a leave of absence approved by
Provident shall not be deemed to be termination of employment.
10.2 The Committee, in its discretion, may as to any particular outstanding
Option or upon the grant of any Option, establish terms and conditions which are
different from those otherwise contained in this Article 10, by, without
limitation, providing that upon termination of employment for any designated
reason, vesting may occur in whole or in part at such time and that such Option
may be exercised for any period during the remaining term of the Option, not to
exceed three years from the termination of employment.
10.3 Except as provided in Article 11 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the grantee or his beneficiaries, heirs or assigns, to accrue
additional rights under the Plan, or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was terminated. In addition, notwithstanding anything contained herein, no
option may be exercised in any event after the expiration of ten years from the
date of grant of such option.
<PAGE>
ARTICLE 11
ADJUSTMENTS TO SHARES AND OPTION PRICE
11.1 In the event of changes in the outstanding Common Stock of Provident
as a result of stock dividends, stock splits, reclassifications,
reorganizations, redesignations, mergers, consolidations, recapitalizations,
combinations or exchanges of Shares, or other such changes, the number and class
of Shares for all purposes covered by the Plan and number and class of Shares
and price per Share for each outstanding Option covered by the Plan shall be
appropriately adjusted by the Committee.
11.2 The Committee shall make appropriate adjustments in the Option Price
to reflect any spin-off of assets, extraordinary dividends or other
distributions to shareholders.
ARTICLE 12
OPTION AGREEMENTS
12.1 All Options granted under the Plan shall be evidenced by a written
instrument in such form or forms as the Committee in its sole discretion may
determine.
12.2 Each optionee, by acceptance of an Option under this Plan, shall be
deemed to have consented to be bound, on the optionee's own behalf and on behalf
of the optionee's heirs, assigns and legal representatives, by all terms and
conditions of this Plan.
ARTICLE 13
AMENDMENT OR TERMINATION OF PLAN
13.1 The Board of Directors of Provident may at any time amend, suspend, or
terminate the Plan.
13.2 No amendment or termination of the Plan shall alter or impair any
Option granted under the Plan without the consent of the holder thereof.
13.3 This Plan shall continue in effect until the expiration of all Options
granted under the Plan unless terminated earlier in accordance with this Article
13; provided, however, that it shall otherwise terminate and no options shall be
granted ten years after the Effective Date.
<PAGE>
ARTICLE 14
EFFECTIVE DATE
This Plan shall become effective on January 20, 2000, having been adopted
by the Board of Directors of Provident on such date.
ARTICLE 15
MISCELLANEOUS
15.1 Certificates for Shares purchased through exercise of Options will be
issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall Provident be
obligated to issue certificates more often than once each quarter of each fiscal
year. No persons holding an Option or entitled to exercise an Option granted
under this Plan shall have any rights or privileges of a shareholder of
Provident with respect to any Shares issuable upon exercise of such Option until
certificates representing such Shares shall have been issued and delivered. No
Shares shall be issued and delivered upon exercise of an Option unless and until
Provident, in the opinion of its counsel, has complied with all applicable
registration requirements of the Securities Act of 1933 and any applicable state
securities laws and with any applicable listing requirements of any national
securities exchange on which Provident securities may then be listed as well as
any other requirements of law.
EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L.
FACSIMILE (513) 579-6956
February 9, 2000
Direct Dial: (513) 579-6410
E-Mail: [email protected]
Ladies and Gentlemen:
This firm is general counsel to Provident Financial Group, Inc. and as
such, we are familiar with the Provident's Articles of Incorporation, Code of
Regulations and corporate proceedings generally. We have reviewed the corporate
records as to the acquisition and issuance of additional shares under the
Glenway Financial Corporation 1990 Stock Option and Incentive Plan, the Fidelity
Federal Savings Bank 1992 Stock Incentive Plan, the Fidelity Financial of Ohio,
Inc. 1997 Stock Option Plan and the OHSL Financial Corp. 1992 Stock Option and
Incentive Plan, and as to the initial issuance of shares pursuant to the
Provident Financial Group, Inc. 2000 Employee Stock Option Plan (all plans
collectively referred to as the "Plans"), which call for the issuance of shares
of Common Stock to employees of Provident and its subsidiaries upon exercise of
options granted to them. Based solely upon such examination, we are of the
opinion that:
1. Provident is a duly organized and validly existing corporation under the
laws of the State of Ohio; and
2. Provident has taken all necessary and required corporate actions in
connection with the proposed issuance of up to 882,996 shares of Common Stock
pursuant to the Plans and, the Common Stock, when issued and delivered, will be
validly issued, fully paid and non-assessable shares of Common Stock of
Provident free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: /s/ Gary P. Kreider
----------------------------------
Gary P. Kreider
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the shares of Provident Financial Group, Inc. Common Stock to
be issued under the Glenway Financial Corporation 1990 Stock Option and
Incentive Plan, the Fidelity Federal Savings Bank 1992 Stock Incentive Plan, the
Fidelity Financial of Ohio, Inc. 1997 Stock Option Plan, the OHSL Financial
Corp. 1992 Stock Option and Incentive Plan and the Provident Financial Group,
Inc. 2000 Employee Stock Option Plan of our report dated January 19, 1999, with
respect to the consolidated financial statements of Provident Financial Group,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Ernst & Young, LLP
Cincinnati, Ohio
February 9, 2000
