<PAGE> 1
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(To prospectus dated February 4, 2000) Registration No. 333-93603
</TABLE>
$75,000,000
[PROVIDENT LOGO]
PROVIDENT FINANCIAL GROUP, INC.
FLOATING RATE SUBORDINATED NOTES DUE 2005
--------------------------------------------------------------------------------
The Floating Rate Subordinated Notes due 2005 of Provident Financial Group,
Inc. will mature on October 29, 2005. Interest on the Notes is payable quarterly
in arrears on January 29, April 29, July 29 and October 29, beginning October
29, 2000. We may redeem the Notes in whole or in part at our option at any time
on or after October 29, 2000, at 100% of the principal amount, plus accrued
interest, as set forth under "Description of the Notes--Redemption" in this
prospectus supplement. The Notes are not subject to any sinking fund.
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----------
<S> <C> <C>
Public offering price(1).................................... 100.0% $75,000,000
Underwriting discount....................................... 1.0% $ 750,000
Proceeds, before expenses, to Provident(1).................. 99.0% $74,250,000
</TABLE>
(1) Plus accrued interest, if any, from October 4, 2000.
--------------------------------------------------------------------------------
The Notes are unsecured, subordinated obligations of Provident Financial
Group, Inc. They are not savings accounts, deposits or other obligations of any
bank or non-bank subsidiary of Provident Financial Group, Inc. and are not
insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or
any other government agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriter expects to deliver the Notes, in book-entry form only, to
purchasers through The Depository Trust Company on or about October 4, 2000.
LEHMAN BROTHERS
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 29, 2000, AS AMENDED OCTOBER
4, 2000.
<PAGE> 2
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Provident Financial Group, Inc.............................. S-4
Consolidated Ratio Of Earnings To Fixed Charges............. S-4
Use Of Proceeds............................................. S-4
Regulatory Treatment........................................ S-4
Description Of The Notes.................................... S-4
Book-Entry System........................................... S-7
Underwriting................................................ S-9
Experts..................................................... S-9
Legal Matters............................................... S-9
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Prospectus Summary.......................................... 3
Provident Financial Group, Inc.............................. 3
The Securities We May Offer................................. 3
The Trusts.................................................. 4
The Securities the Trusts May Offer......................... 4
Where You Can Find More Information......................... 5
Forward-Looking Statements.................................. 5
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends...... 7
Description of Common Stock................................. 7
Description of Preferred Stock.............................. 7
Description of Depositary Shares............................ 9
Description of Debt Securities.............................. 12
Description of Warrants..................................... 18
Warrant Units............................................... 20
Stock Purchase Contracts and Stock Purchase Units........... 20
Description of the Trust Preferred Securities............... 20
Description of the Guarantees............................... 27
Description of Capital Securities........................... 30
Certain Tax Consequences.................................... 31
Plan of Distribution........................................ 31
ERISA Considerations........................................ 32
Legal Matters............................................... 32
Experts..................................................... 33
</TABLE>
------------------------
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the prospectus. This prospectus
supplement and the prospectus may be used only for the purpose for which they
have been prepared. No one is authorized to give information other than that
contained in this prospectus supplement and the prospectus and in the documents
referred to in this prospectus supplement and the prospectus and which are made
available to the public. We have not, and the underwriter has not, authorized
any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it.
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We are not, and the underwriter is not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement and
the prospectus, as well as information we previously filed with the Securities
and Exchange Commission and incorporated by reference, is accurate as of the
date on the front cover of this prospectus supplement only. Our business,
financial condition, results of operations and prospects may have changed since
that date. This prospectus supplement and the accompanying prospectus do not
constitute an offer, or an invitation on our behalf or on behalf of the
underwriter, to subscribe for and purchase, any of the Notes, and may not be
used for or in connection with an offer or solicitation by anyone, in any
jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation.
------------------------
This prospectus supplement and the accompanying prospectus contain or
incorporate by reference certain forward-looking statements that are subject to
numerous assumptions, risks or uncertainties. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements. Actual
results could differ materially from those contained in or implied by such
forward-looking statements for a variety of factors including:
- sharp and/or rapid changes in interest rates;
- significant changes in the anticipated economic scenario which could
materially change anticipated credit quality trends, the ability to
generate loans and leases, the ability to securitize loans and leases and
the spreads realized on securitizations;
- significant cost, delay in, or inability to execute strategic initiatives
designed to grow revenues and/or manage expenses;
- consummation of significant business combinations or divestitures; and
- significant changes in accounting, tax, or regulatory practices or
requirements and factors noted in connection with forward looking
statements.
In addition, borrowers could suffer unanticipated losses without regard to
general economic conditions. The result of these and other factors could cause a
difference from expectations of the level of defaults and a change in the risk
characteristics of the loan and lease portfolio and a change in the provision
for loan and lease losses. Forward-looking statements speak only as of the date
made. We undertake no obligations to update any forward-looking statements to
reflect events or circumstances arising after the date on which they are made.
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<PAGE> 4
PROVIDENT FINANCIAL GROUP, INC.
Provident Financial Group, Inc. is a Cincinnati, Ohio-based commercial
banking and financial services company with full service banking operations in
Ohio, northern Kentucky and southwestern Florida. We also provide commercial
financing, equipment leasing and mortgage lending at a national level. At June
30, 2000, we had total assets of $11.4 billion, loans and leases of $6.8
billion, deposits of $7.7 billion and shareholders' equity of $964.2 million. We
manage an additional $6.9 billion of loans and leases which have been sold with
servicing retained. Our executive offices are located at One East Fourth Street,
Cincinnati, Ohio 45202. Our investors relations telephone number is (513)
345-7102 or (800) 851-9521.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges and consolidated ratio
of earnings to combined fixed charges and preferred stock dividend requirements
for each of the periods indicated are set forth below:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------- -------------------------------------
2000 1999 1999 1998 1997 1996 1995
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS TO FIXED CHARGES
Excluding interest on deposits........ 1.98x 2.72x 2.80x 2.40x 2.87x 2.32x 2.55x
Including interest on deposits........ 1.37x 1.58x 1.59x 1.49x 1.51x 1.40x 1.40x
EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
Excluding interest on deposits..... 1.96x 2.69x 2.78x 2.38x 2.84x 2.30x 2.42x
Including interest on deposits..... 1.36x 1.57x 1.58x 1.48x 1.50x 1.40x 1.38x
</TABLE>
USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes for general
corporate purposes, principally to fund investments in, or extensions of credit
to, our banking and nonbanking subsidiaries. We also may use the net proceeds to
allow our subsidiaries to repay borrowings incurred by such subsidiaries.
Specific allocations of the proceeds to these purposes have not been made at the
date of this prospectus supplement, although we have determined that funds
should be borrowed at this time in anticipation of future funding or capital
requirements of our subsidiaries. The precise amount and timing of investments
in and extensions of credit to our subsidiaries will depend upon their funding
requirements and the availability of other funds to us and our subsidiaries. In
addition, we also may use a portion of the net proceeds to fund possible
acquisitions if suitable opportunities develop in the future. Pending these
uses, we expect to invest the net proceeds in short term, interest-bearing
securities. Based upon anticipated future financing requirements, we expect that
we will, from time to time, engage in additional financings of a character and
in amounts to be determined.
REGULATORY TREATMENT
We are required by the Federal Reserve Board to maintain reserve levels of
capital for bank regulatory purposes. We expect that the Notes will be treated
as Tier II capital for these purposes.
DESCRIPTION OF THE NOTES
You should read the information in this section in conjunction with the
statements under "Description of Debt Securities" beginning on page 12 of the
accompanying prospectus. If this summary of the terms of the Notes differs in
any way from the "Description of Debt Securities" in the prospectus, you should
rely on this summary. This summary is not a complete description of all the
terms and provisions of the Notes. For more information, we refer you to the
indenture, which was filed as an exhibit to the registration statement to which
this prospectus is a part, and the Note.
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GENERAL
The Notes mature on October 29, 2005. The initial aggregate principal
amount of the Notes is $75,000,000. The Notes will bear interest at a variable
annual rate equal to LIBOR, as defined under "Interest Rate Determination"
below, plus 2.50% on the principal amount thereof. For the interest period
ending on October 29, 2000, the interest rate will be equal to an annual rate of
9.12%, which was calculated based on one-month LIBOR plus 2.50%. The Chase
Manhattan Bank is the trustee with respect to the Notes.
The Notes:
- will be issued in U.S. dollars in denominations of $1,000 and integral
multiples of $1,000;
- will be issued pursuant to an indenture dated as of February 4, 2000,
referred to as the "subordinated indenture" in the accompanying
prospectus, between Provident Financial Group, Inc. and The Chase
Manhattan Bank, as trustee, referred to as the "subordinated trustee" in
the accompanying prospectus, and will represent a new and separate series
of subordinated debt securities, as that term is used in the accompanying
prospectus, under that indenture;
- are redeemable before maturity, as set forth under "-- Redemption";
- are not subject to any sinking fund;
- will be represented by one or more global certificates in fully
registered form, and except in certain limited circumstances, will not be
issued in individual certificated form (if the Notes are issued in
individual certificated form, they will be issued in registered form, and
payments of principal and interest will be made according to alternative
arrangements);
- represent unsecured and subordinated debt;
- will be repaid at par at maturity; and
- will rank equally with our other unsecured and subordinated debt.
Interest:
- is payable quarterly in arrears on January 29, April 29, July 29 and
October 29 of each year, beginning October 29, 2000, to the person in
whose name each Note is registered at the close of business on the
business day immediately before that interest payment date or, if the
Notes are no longer in book-entry form, the fifteenth day, whether or not
a business day, immediately before the relevant interest payment date
occurs;
- will be computed on the basis of twelve 30-day months and a 360-day year
and will be calculated for any period on the basis of the actual number
of days elapsed in that period and a year of 360-days; and
- payments begin on October 29, 2000 and interest will begin to accrue from
October 4, 2000.
We will deliver to the trustee, annually, an officers' certificate as to
the existence or absence of defaults under the indenture. We may, without the
consent of the holders of the Notes, issue additional securities having the same
ranking and the same interest rate, maturity and other terms as the Notes.
INTEREST RATE DETERMINATION
The interest period with respect to the Notes is each successive period
from and including an interest payment date (or the date of original issuance,
in the case of the initial interest period) to but excluding the next interest
payment date (or the final maturity of the Notes, in the case of the interest
period commencing July 29, 2005). If an interest payment date would not be a
business day, then that interest payment date and the first day of the next
interest period will be the next business day, except if that business day is in
the next calendar month, that interest payment date and the first day of the
next interest period will be the immediately preceding business day. The term
"business day" means any day other than a Saturday or a Sunday, or a day on
which banking institutions in New York, New York or Cincinnati, Ohio are
authorized or required by law to close.
The Chase Manhattan Bank, as calculation agent, will calculate the interest
rate for each quarterly interest period based on LIBOR determined as of two
London business days, which is defined as any day, other than a
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Saturday or Sunday, on which banks are open for business in London, prior to the
first day of that interest period. Each such day is referred to as a
determination date.
"LIBOR" means, with respect to a quarterly interest period relating to an
interest payment date other than the interest period ending on October 29, 2000
(in the following order of priority):
- the rate (expressed as a percentage per year) for Eurodollar deposits
having a three-month maturity commencing on the second London business
day following the related determination date that appears on Telerate
Page 3750 (or successor page) as of 11:00 a.m. (London time) on the
related determination date;
- if that rate does not appear on Telerate Page 3750 (or successor page) as
of 11:00 a.m. (London time) on the related determination date, LIBOR will
be the arithmetic mean (if necessary, rounded upwards to the nearest
whole multiple of 0.00001%) of the rates (expressed as percentages per
year) for Eurodollar deposits having a three-month maturity commencing on
the second London business day following the related determination date
that appear on Reuters Monitor Money Rates Page LIBO ("Reuters Page
LIBO") as of 11:00 a.m. (London time) on that determination date;
- if that rate does not appear on Reuters Page LIBO as of 11:00 a.m.
(London time) on the related determination date, the calculation agent
will request the principal London offices of four leading banks in the
London interbank market to provide those banks' offered quotations
(expressed as percentages per year) to prime banks in the London
interbank market for Eurodollar deposits having a three-month maturity
commencing on the second London business day following the related
determination date as of 11:00 a.m. (London time) on that determination
date. If at least two of those quotations are provided, LIBOR will be the
arithmetic mean (if necessary, rounded upwards to the nearest whole
multiple of 0.00001%) of those quotations;
- if fewer than two of those quotations are provided as requested in the
bullet point immediately above, the calculation agent will request four
major New York City banks to provide those banks' offered quotations
(expressed as percentages per year) to leading European banks for loans
in Eurodollars having a three-month maturity commencing on the second
London business day following the related determination date as of 11:00
a.m. (London time) on that determination date. If at least two of those
quotations are provided, LIBOR will be the arithmetic mean (if necessary,
rounded upwards to the nearest whole multiple of 0.00001%) of those
quotations; and
- if fewer than two of those quotations are provided as requested in the
bullet point immediately above, LIBOR will be LIBOR as determined on the
previous determination date.
With respect to the interest period ending on October 29, 2000, LIBOR will
be determined as described above but with respect to the rate for Eurodollar
deposits having a one-month maturity rather than a three-month maturity.
If the rate for Eurodollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 (or successor page) or Reuters Page
LIBO, as the case may be, as of 11:00 a.m. (London time) on the related
determination date is superseded on Telerate Page 3750 or Reuters Page LIBO, as
the case may be, by a corrected rate before 12:00 noon (London time) on that
determination date, the corrected rate as so substituted on the applicable page
will be the applicable LIBOR for that determination date.
Absent manifest error, the calculation agent's determination of LIBOR and
its calculation of the applicable interest rate for each interest period will be
final and binding. You may obtain the interest rates for the current and
preceding interest periods by writing or calling the Corporate Trust Department
of the calculation agent at The Chase Manhattan Bank, 250 West Huron Road, Suite
220, Cleveland, Ohio 44113 (telephone 1-800-275-2048).
In no event shall the interest rate on the Notes at any time exceed the
maximum rate permitted under applicable law.
REDEMPTION
The Notes will be redeemable in whole or in part at our option at any time
on or after October 29, 2000 at a redemption price equal to 100% of the
principal amount of the Notes, plus accrued interest on the Notes to the
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<PAGE> 7
date of redemption. We will mail notice of any redemption at least 15 days but
no more than 30 days before the redemption date to each holder of Notes to be
redeemed. Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes, or portions
thereof, called for redemption.
EVENTS OF DEFAULT
Events of Default with respect to the Notes will be limited to certain
events involving insolvency, reorganization or the appointment of a receiver,
custodian or trustee of the Company or substantially all of the property. There
is no right of acceleration in the case of default in the payment of principal
or of interest on the Notes or in the performance of any other obligation of the
Company under the Notes or under any other securities issued by the Company. In
the event of a default in the payment of principal or interest the Trustee,
subject to specific limitations and conditions, may institute judicial
proceedings to enforce payment of the principal or interest.
SUBORDINATION
The Notes will be our direct, unsecured obligations and will rank junior
and be subordinate to all of our outstanding and future senior debt, to the
extent set forth in the subordinated indenture. The subordinated indenture does
not limit or prohibit us from incurring additional senior debt. As of June 30,
2000, we had outstanding approximately $190 million of senior debt. In addition,
the Notes will be effectively subordinated to all existing and future
obligations of our subsidiaries. As of June 30, 2000, our subsidiaries had
approximately $2.1 billion of debt outstanding, excluding deposits.
This means we cannot make any payments on the Notes if we are in default in
the payment of principal, premium, interest or any other payment due on any of
our senior debt (and any applicable grace period with respect to such default
has ended and such default has not been cured or waived) or in the event that
the maturity of any of our senior debt has been accelerated because of a
default.
Also, in the event of our bankruptcy, liquidation or dissolution, our
assets must be used to pay off our senior obligations in full before any
payments may be made on the Notes.
As a holding company, our assets primarily consist of equity securities of
our subsidiaries. As a result, our cash flow and consequent ability to service
our debt, including the Notes, are dependent upon the earnings of our
subsidiaries and the distribution of those earnings to us, or upon loans or the
payments of funds by those subsidiaries to us. Our subsidiaries are separate and
distinct legal entities and will have no obligation, contingent or otherwise, to
pay any interest or principal on the Notes or to make any funds available
therefor, whether by dividends, loans or other payments. The payment of
dividends by our subsidiaries is contingent upon their earnings and subject to
various business considerations in addition to the requirements of federal and
state bank and other regulators and contractual restrictions.
In addition, since the Notes will be obligations of a holding company, the
ability of holders of the Notes to benefit from any distribution of assets of
any subsidiary upon the liquidation or reorganization of such subsidiary is
subordinate to the prior claims of present and future creditors of that
subsidiary.
BOOK-ENTRY SYSTEM
We expect that the Notes initially will be represented by a global security
deposited with DTC and registered in the name of the nominee of DTC. Except as
set forth below, the Notes will be available for purchase in registered
book-entry form only. Book entry form means that unless and until certificated
Notes are issued under the limited circumstances described below, no beneficial
owner of a Note will be entitled to receive a definitive certificate
representing a Note. So long as DTC or any successor depositary or its nominee
is the registered holder of the global note, the depositary, or such nominee, as
the case may be, will be considered to be the sole owner or holder of the notes
for all purposes of the indenture.
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<PAGE> 8
DTC has advised us that it is a limited-purpose trust company organized
under the laws of the State of New York, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended. DTC holds securities for
its participating organizations and facilitates the clearance and settlement of
securities transactions between participating organizations through electronic
book-entry changes in accounts of its participating organizations, which
eliminates the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
and may include certain other organizations (including the underwriter).
Indirect access to the DTC system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Beneficial
owners of the Notes who are not participants or indirect participants and desire
to purchase, sell or otherwise transfer ownership of, or other interest in, the
Notes may do so only through participants and indirect participants.
Payments with respect to the global note will be made by a paying agent
appointed by us to DTC or any successor depositary, or its nominee. We expect
that any such depositary, or its nominee, upon receipt of any payment of
principal or of interest on the global note will credit the accounts of its
participants with payments in amounts proportionate to such participants'
ownership interest in the global note. Beneficial owners of the Notes, directly
or indirectly, will receive distributions of principal and interest in
proportion to their beneficial ownership through the participants. Consequently,
any payments to beneficial owners of the Notes will be subject to the terms,
conditions, and time of payment required by the depositary, the participants and
indirect participants, as applicable.
We expect that such payments will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name." Such payments will be the responsibility
of such participants and indirect participants. Neither we, the trustee for the
Notes, any paying agent nor the registrar for the Notes will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Notes or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among participants
on whose behalf it acts with respect to the Notes and is required to receive and
transmit distributions of principal and interest on the Notes. Participants and
indirect participants with which beneficial owners of the Notes have accounts
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective beneficial owners of the Notes.
Accordingly, although beneficial owners of the Notes will not possess
certificated Notes, we expect that beneficial owners should receive payments and
should be able to transfer their interests.
Since it is anticipated that the only holder of the Notes will be the
depositary or its nominee, beneficial owners of the Notes will not be recognized
as holders of the Notes under the indenture unless certificated definitive Notes
are issued. So long as the Notes are represented by the global note, beneficial
owners of the Notes will only be permitted to exercise the rights of holders of
the Notes indirectly through the participants who in turn will exercise such
rights through the depositary.
If the depositary is at any time unwilling, unable or ineligible to
continue as depositary and a successor depositary is not appointed by us within
90 days, we will issue individual Notes in definitive form in exchange for the
global note representing the Notes. In addition, we may at any time and in our
sole discretion determine not to have the Notes represented by the global note
and, in such event, will issue individual Notes in definitive form in exchange
for the global note representing the Notes.
Settlement for the Notes will be made by the underwriter in immediately
available funds. So long as a Note is represented by a global note, all payments
of principal and interest will be made by us in immediately available funds.
So long as a Note is represented by a global note, the Note will trade in
DTC's same-day funds settlement system until maturity, and secondary market
trading activity in the Notes will therefore be required by DTC to
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settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading activity
in the Notes.
UNDERWRITING
We are selling the Notes to Lehman Brothers Inc., as underwriter, pursuant
to an underwriting agreement dated September 29, 2000. Subject to certain
conditions, we have agreed to sell to the underwriter, and the underwriter has
agreed to purchase from us, the aggregate principal amount of Notes.
The underwriting agreement provides that the underwriter's obligation to
purchase the Notes are subject to certain conditions precedent. Under the terms
and conditions of the underwriting agreement, if the underwriter takes any of
the Notes, then it is obligated to take and pay for all of the Notes.
We will also pay our issuing expenses estimated at $50,000.
The underwriter may offer the Notes to the public at the public offering
price set forth on the cover page of this prospectus supplement. After the
initial public offering, the underwriter may change the public offering price.
The Notes are a new issue of securities with no established trading market.
We do not intend to apply for listing of the Notes on any national securities
exchange. We have been advised by the underwriter that the underwriter intends
to make a market in the Notes, but it is not obligated to do so and may
discontinue market making at any time without notice. We cannot give any
assurance as to whether an active trading market for the Notes will develop, or,
if a public market develops, as to the liquidity of any trading market for the
Notes. In addition, we cannot assure you that you will be able to sell the Notes
at the price you originally paid for them.
In connection with the offering of the Notes, the underwriter may, to the
extent permitted by applicable law, engage in transactions that stabilize,
maintain or otherwise affect the price of the Notes. Specifically, the
underwriter may create a short position in the Notes for their own account in
connection with the offering. That means they may sell more Notes than are
listed on the cover page of this prospectus supplement. In addition, the
underwriter may bid for and purchase Notes in the open market to cover short
positions or to stabilize the price of the Notes Any of these activities may
stabilize or maintain the market prices of the Notes above independent market
levels. The underwriter makes no representation or prediction about any effect
that these purchases may have on the price of the Notes. The underwriter is not
required to engage in any of these activities and may end any of these
activities at any time.
In the ordinary course of business the underwriter and its affiliates have
in the past engaged and may in the future engage in various other banking and
financial services for and commercial transactions with us and our affiliates
for which they received, and in the future expect that they will receive,
customary fees and commissions.
We have agreed to indemnify the underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute payments which the underwriter may be required to make.
It is expected that delivery of the Notes will be made against payment
therefor on or about October 4, 2000.
EXPERTS
The consolidated financial statements of Provident Financial Group, Inc.
appearing in Provident's Annual Report on Form 10-K for the year ended December
31, 1999 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon and incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting
and auditing.
LEGAL MATTERS
The validity of the Notes, as well as certain other legal matters, will be
passed upon for us by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio.
Certain legal matters will be passed upon for the underwriter by Simpson Thacher
& Bartlett, New York, New York. Simpson Thacher & Bartlett will rely as to all
matters of Ohio law upon the opinion of Keating, Muething & Klekamp, P.L.L., and
Keating, Muething & Klekamp, P.L.L. will rely as to all matters of New York law
upon the opinion of Simpson Thacher & Bartlett. Members of Keating, Muething &
Klekamp, P.L.L. participating in this engagement own approximately 115,000
shares of our common stock.
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PROSPECTUS
$500,000,000
PROVIDENT FINANCIAL GROUP, INC.
MAY OFFER --
------------------------
COMMON STOCK
COMMON STOCK WARRANTS
PREFERRED STOCK
PREFERRED STOCK WARRANTS
DEPOSITARY SHARES
DEBT SECURITIES
DEBT WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
WARRANT UNITS
THE TRUSTS
MAY OFFER --
TRUST PREFERRED SECURITIES
WARRANT UNITS
------------------------
We and, in the case of an offering of trust preferred securities, the
applicable Trust, will provide the specific terms of these securities in
supplements to this prospectus. We and the Trusts may also offer units
consisting of combinations of these securities. You should read this prospectus
and the accompanying prospectus supplement carefully before you invest.
We or the Trusts may use this prospectus to offer up to $500,000,000 of
securities. Our common stock is traded on the NASDAQ National Market under the
symbol "PFGI."
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
February 4, 2000
<PAGE> 11
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 3
Provident Financial Group, Inc.............................. 3
The Securities We May Offer................................. 3
The Trusts.................................................. 4
The Securities the Trusts May Offer......................... 4
Where You Can Find More Information......................... 5
Forward-Looking Statements.................................. 5
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends...... 7
Description of Common Stock................................. 7
Description of Preferred Stock.............................. 7
Description of Depositary Shares............................ 9
Description of Debt Securities.............................. 12
Description of Warrants..................................... 18
Warrant Units............................................... 20
Stock Purchase Contracts and Stock Purchase Units........... 20
Description of the Trust Preferred Securities............... 20
Description of the Guarantees............................... 27
Description of Capital Securities........................... 30
Certain Tax Considerations.................................. 31
Plan of Distribution........................................ 31
ERISA Considerations........................................ 32
Legal Matters............................................... 32
Experts..................................................... 33
</TABLE>
2
<PAGE> 12
PROSPECTUS SUMMARY
This is a brief overview of key aspects about us and the Trusts and all
material terms of the offered securities that are known as of the date of this
prospectus. For more complete information on us and the Trusts and a more
complete understanding of the terms of the offered securities, before making
your investment decision, you should carefully read:
- this prospectus, which explains the general terms of the securities that
we and the Trusts may offer;
- the accompanying prospectus supplement, which (1) explains the specific
terms of the securities being offered and (2) updates and changes
information in this prospectus; and
- the documents referred to in the section of this prospectus entitled,
"Where You Can Find More Information" on page 5 for information about
Provident Financial Group, including our financial statements.
PROVIDENT FINANCIAL GROUP, INC.
We are a Cincinnati-based commercial banking and financial services company
with full service banking operations in Ohio, northern Kentucky and southwestern
Florida. At September 30, 1999, we had total assets of $8.991 billion, loans and
leases of $5.894 billion, deposits of $6.330 billion and shareholders' equity of
$741.8 million. We also service an additional $5.287 billion of loans and
leases.
We have expanded our franchise in recent years through internal growth and
acquisitions. Business units that have been expanded to operate at a national
level include Provident Capital Corp (a middle-market structured finance
products division), Provident Commercial Group and Information Leasing
Corporation (commercial leasing divisions) and Provident Consumer Financial
Services (a mortgage loan division). We have also expanded by acquisitions of
Florida Gulfcoast Bancorp, Inc. located in Sarasota, Florida and South
Hillsborough Community Bank located in Hillsborough County, Florida.
Effective December 3, 1999, we completed our acquisition of OHSL Financial
Corp. and its subsidiary Oak Hills Savings & Loan Company, F.A. We expect to
complete the acquisition of Fidelity Financial of Ohio, Inc. during the first
quarter of 2000.
We conduct our banking operations through The Provident Bank and Provident
Bank of Florida.
At September 30, 1999, we and our subsidiaries employed approximately 2,600
full-time-equivalent employees.
Our principal executive offices are located at One East Fourth Street,
Cincinnati, Ohio 45202. Our Investors Relations telephone number is (513)
345-7102 or (800) 851-9521.
THE SECURITIES WE MAY OFFER
We may use this prospectus to offer up to $500,000,000 of:
- common stock;
- common stock warrants;
- preferred stock;
- preferred stock warrants;
- depositary shares;
- debt securities;
- debt warrants;
- stock purchase contracts;
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<PAGE> 13
- Stock purchase units; and
- units consisting of combinations of these securities, which may include
trust preferred securities, that may be offered by the Trusts.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these offered securities.
THE TRUSTS
Each Trust is a statutory business trust formed under Delaware law pursuant
to a separate Declaration of Trust (a "Declaration") executed by us, as sponsor
for such Trust, and the trustees of such Trust and the filing of a Certificate
of Trust with the Delaware Secretary of State.
Unless an accompanying prospectus supplement provides otherwise, each Trust
exists for the sole purposes of:
- issuing the trust preferred securities and trust common securities;
- investing the gross proceeds of the sale of the trust preferred
securities and trust common securities in a specific series of
subordinated debt securities; and
- engaging in only those other activities necessary or incidental thereto.
We will own all of the common securities of the Trusts. The trust common
securities will rank on a parity, and payments will be made thereon pro rata,
with the trust preferred securities. However, if an event of default under the
applicable Declaration occurs, the rights of the holders of the applicable trust
common securities to payment of distributions upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the applicable
trust preferred securities.
We will acquire trust common securities having an aggregate liquidation
amount equal to a minimum of 3% of the total capital of each Trust. Each Trust
will have a term of at least 20 but not more than 50 years, but may dissolve
earlier. Each Trust will be operated by the trustees. The holder of the trust
common securities will be entitled to appoint or replace any of, or increase or
reduce the number of, the Trustees of each Trust. The duties and obligations of
the Trustees shall be governed by the Declaration of such Trust. At least one of
the trustees of each Trust will be a person who is an employee or officer of
ours or who is affiliated with us (a "Regular Trustee"). One trustee of each
Trust will be a financial institution that is not affiliated with us and which
shall act as property trustee and as indenture trustee for the purposes of the
Trust Indenture Act of 1939 pursuant to the terms set forth in a prospectus
supplement. In addition, unless the property trustee maintains a principal place
of business in Delaware and otherwise meets the requirements of applicable law,
one trustee of each Trust will be a legal entity having a principal place of
business in, or an individual resident of, Delaware.
We will pay all fees and expenses related to each Trust and the offering of
the trust preferred securities. Unless otherwise set forth in the prospectus
supplement, the property trustee will be The Chase Manhattan Bank, and the
Delaware trustee will be Chase Manhattan Bank Delaware. The executive officer of
each Trust is c/o Provident Financial Group, Inc., One East Fourth Street,
Cincinnati, Ohio 45202, Attention: General Counsel, and its telephone number is
(513) 579-2861.
THE SECURITIES THE TRUSTS MAY OFFER
Each Trust may use this prospectus to offer up to $500,000,000 of trust
preferred securities. Each Trust may also offer units consisting of trust
preferred securities and securities that we will issue.
A prospectus supplement will describe the specific types, amounts, prices
and detailed terms of any of the trust preferred securities and units consisting
of trust preferred securities and securities that we issue.
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<PAGE> 14
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You can also request copies of the documents, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. These SEC filings are also available to the public from the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus. Information that we file later with the
SEC will automatically update and supersede, as relevant, information in this
prospectus. In all cases, you should rely on the later information over
different information included in this prospectus or the prospectus supplement.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 before the later of (1) the completion of the offering of
the securities described in this prospectus and (2) the date we stop offering
securities pursuant to this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999;
- Current Reports on Form 8-K dated January 28, 1999, June 23, 1999 and
November 24, 1999; and
- The description of our common stock contained in SEC Registration
Statement No. 333-32423.
You may request a copy of these filings, in most cases without exhibits, at
no cost, by writing or telephoning us at the following address:
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Attn: Mark E. Magee, Esq.
(513) 579-2000
------------------------
This prospectus does not contain or incorporate by reference any separate
financial statements of the Trusts. We do not consider such financial statements
material to holders of trust preferred securities because:
- all of the voting securities of each Trust will be owned, directly or
indirectly, by us, a reporting company under the Exchange Act;
- no Trust has independent operations but rather each exists only to issue
securities representing undivided beneficial interests in the assets of
such Trust and investing the proceeds thereof in debt securities; and
- the obligations of the Trusts under the trust preferred securities are
fully and unconditionally guaranteed by us to the extent set forth in
this prospectus.
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus, the
prospectus supplement or any documents incorporated by reference is accurate as
of any date other than the date of the applicable document.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
from civil litigation for certain forward-looking statements. Forward-looking
statements include those preceded by, followed by or that otherwise include the
statements "should," "believe," "expect," "anticipate," "intend," "may," "will,"
5
<PAGE> 15
"continue," "estimate" and other expressions that indicate future events and
trends. Although we believe that in making such statements their expectations
are based on reasonable assumptions, such statements may be influenced by risks
and uncertainties which could cause actual results and trends to be materially
different from historical results or those anticipated depending on a variety of
factors. These factors include, without limitation:
- competitive pressures among depository and other financial services
companies may increase significantly;
- costs or difficulties related to the integration of the businesses that
we acquire may be greater than expected;
- changes in the interest rate environment may reduce our interest margins,
cause an increase in the prepayment rate on mortgages we hold and
securitized and other loans or reduce the demand for new loans;
- general economic or business conditions, either internationally or
nationally or in the states in which we do business, may be less
favorable than expected, resulting in, among other things, a
deterioration in credit quality or a reduced demand for credit;
- legislation or regulatory requirements or changes may adversely affect
the businesses in which we are engaged;
- technology-related changes may be harder to make or more expensive than
expected; and
- changes in the securities markets.
You should understand that these factors, in addition to those discussed
elsewhere in this document and in documents which have been incorporated by
reference, could affect our future results and could cause those results to be
materially different from those expressed in their forward-looking statements.
We do not undertake any obligation to update any forward looking statements to
reflect events or circumstances arising after the date of this document.
USE OF PROCEEDS
Each Trust will invest all of the net proceeds from the sale of any
preferred securities in our junior subordinated debentures.
Except as otherwise described in any prospectus supplement, we will use the
net proceeds from the sale of the offered securities for general corporate
purposes, which may include working capital, capital expenditures, repayment of
existing indebtedness, financing possible future acquisitions and providing
advances to or investments in our subsidiary banks. The amounts and timing of
our application of the proceeds will depend upon many factors, including the
funding requirements of, the availability of other funds, and the existence of
acquisition opportunities. Pending these uses, we expect to invest the net
proceeds in short-term, interest-bearing securities.
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<PAGE> 16
RATIO OF EARNINGS TO FIXED CHARGES
AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
Our consolidated ratios of earnings to fixed charges and consolidated
ratios of earnings to combined fixed charges and preferred stock dividend
requirements for each of the periods indicated are set forth below:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
-------------- -----------------------------------------
1999 1998 1998 1997 1996 1995 1994
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding interest on
deposits................... 2.80x 2.55x 2.37x 2.82x 2.33x 2.55x 3.13x
Including interest on
deposits................... 1.62x 1.56x 1.50x 1.53x 1.42x 1.41x 1.53x
Earnings to Combined Fixed Charges
and Preferred Stock Dividend
Requirements:
Excluding interest on
deposits................... 2.77x 2.52x 2.35x 2.78x 2.31x 2.42x 2.82x
Including interest on
deposits................... 1.62x 1.56x 1.50x 1.52x 1.42x 1.39x 1.49x
</TABLE>
For purposes of computing the ratios of both earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividend requirements,
earnings represent net income plus applicable income taxes and fixed charges.
Fixed charges, excluding interest on deposits, represent interest expense
(except interest on deposits), capitalized interest and the interest factor
included in rents. Fixed charges, including interest on deposits, represent all
interest expense, capitalized interest and the interest factor included in
rents. Combined fixed charges and preferred stock dividend requirements,
excluding interest on deposits, represent interest expense (except interest paid
on deposits), capitalized interest, an amount equal to the pre-tax earnings
required to meet applicable preferred stock dividend requirements and the
interest factor included in rents. Combined fixed charges and preferred stock
dividend requirements, including interest on deposits, represent all interest
expense, capitalized interest, an amount equal to the pre-tax earnings required
to meet applicable preferred stock dividend requirements and the interest factor
included in rents.
DESCRIPTION OF COMMON STOCK
We may issue, either separately or in units together with other securities,
shares of common stock. We are authorized to issue up to 110,000,000 shares of
common stock. A prospectus supplement relating to an offering of common stock,
or other securities convertible or exchangeable for, or exercisable into, common
stock, will describe the relevant terms, including the number of shares offered,
any initial offering price and market price and dividend information, as well
as, if applicable, information on other related securities. See the section of
this prospectus entitled, "Description of Capital Securities" on page 30.
DESCRIPTION OF PREFERRED STOCK
The following briefly summarizes the material terms of our preferred stock,
other than pricing and related terms disclosed in a prospectus supplement. You
should read the particular terms of any series of preferred stock that we offer
which we will describe in more detail in any prospectus supplement relating to
such series. You should also read the more detailed provisions of our articles
of incorporation and the statement with respect to shares relating to each
particular series of preferred stock for provisions that may be important to
you. The statement with respect to shares relating to each particular series of
preferred stock offered by the accompanying prospectus supplement and this
prospectus will be filed as an exhibit to a document incorporated by reference
in the registration statement. The prospectus supplement will also state whether
any of the terms summarized below do not apply to the series of preferred stock
being offered.
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<PAGE> 17
GENERAL
Our board of directors is authorized to issue up to 5,000,000 shares of
preferred stock in one or more series and to specify the following terms for
each series:
- the number of shares;
- the designation, powers, preferences and rights of the shares; and
- the qualifications, limitations or restrictions, except as otherwise
stated in the articles of incorporation.
Before issuing any series of preferred stock, our board of directors will
adopt resolutions creating and designating the series as a series of preferred
stock, and the resolutions will be filed in a statement with respect to shares
as an amendment to the articles of incorporation.
The rights of holders of the preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future. Our board of directors may cause shares of preferred stock
to be issued in public or private transactions for any proper corporate purpose.
Examples include issuances to obtain additional financing in connection with
acquisitions or otherwise, and issuances to our officers, directors and
employees and our subsidiaries pursuant to benefit plans or otherwise. Shares of
preferred stock that we issue may have the effect of rendering more difficult or
discouraging an acquisition of us deemed undesirable by our board of directors.
Unless the particular prospectus supplement states otherwise, holders of
each series of preferred stock will not have any preemptive or subscription
rights to acquire more of our stock.
The transfer agent, registrar, dividend disbursing agent and redemption
agent for shares of each series of preferred stock will be named in the
prospectus supplement relating to such series.
RANK
Unless otherwise specified in the prospectus supplement relating to the
shares of any series of preferred stock, the shares will rank on an equal basis
with each other series of preferred stock and prior to the common stock as to
dividends and distributions of assets.
DIVIDENDS
Unless the particular prospectus supplement states otherwise, holders of
each series of preferred stock will be entitled to receive cash dividends, when,
as and if declared by our board of directors out of funds legally available for
dividends. The rates and dates of payment of dividends will be set forth in the
prospectus supplement relating to each series of preferred stock. Dividends will
be payable to holders of record of preferred stock as they appear on our books
or, if applicable, the records of the depositary referred to in the section of
this prospectus entitled, "Description of Depositary Shares" on page 9, on the
record dates fixed by the board of directors. Dividends on any series of
preferred stock may be cumulative or noncumulative.
We may not declare, pay or set apart for payment dividends on the preferred
stock unless full dividends on any other series of preferred stock that ranks on
an equal or senior basis have been paid or sufficient funds have been set apart
for payment for:
- all prior dividend periods of the other series of preferred stock that
pay dividends on a cumulative basis; or
- the immediately preceding dividend period of the other series of
preferred stock that pay dividends on a noncumulative basis.
Partial dividends declared on shares of preferred stock and any other
series of preferred stock ranking on an equal basis as to dividends will be
declared pro rata. A pro rata declaration means that the ratio of dividends
declared per share to accrued dividends per share will be the same for all such
series of preferred stock.
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<PAGE> 18
Similarly, we may not declare, pay or set apart for payment non-stock
dividends or make other payments on the common stock or any other stock of ours
ranking junior to the preferred stock unless full dividends on all series of
preferred stock have been paid or set apart for payment for:
- all prior dividend periods if the preferred stock pays dividends on a
cumulative basis; or
- the immediately preceding dividend period if the preferred stock pays
dividends on a noncumulative basis.
CONVERSION AND EXCHANGE
The prospectus supplement for any series of preferred stock will state the
terms, if any, on which shares of that series are convertible into or
exchangeable for shares of our common stock.
REDEMPTION
If so specified in the applicable prospectus supplement, a series of
preferred stock may be redeemable at any time, in whole or in part, at our
option or at the option of the holders, or may be mandatorily redeemed.
Any partial redemptions of preferred stock will be made in a way that our
board of directors decides is equitable.
Unless we default in the payment of the redemption price, dividends will
cease to accrue after the redemption date on shares of preferred stock called
for redemption and all rights of holders of such shares will terminate except
for the right to receive the redemption price.
LIQUIDATION PREFERENCE
Upon our voluntary or involuntary liquidation, dissolution or winding up,
holders of each series of preferred stock will be entitled to receive
distributions upon liquidation in the amount set forth in the prospectus
supplement relating to such series of preferred stock, plus an amount equal to
any accrued and unpaid dividends. Such distributions will be made before any
distribution is made on any securities ranking junior to the preferred stock
with respect to liquidation, including common stock.
If the liquidation amounts payable relating to the preferred stock of any
series and any other securities ranking on a parity regarding liquidation rights
are not paid in full, the holders of the preferred stock of such series and such
other securities will share in any such distribution of our available assets on
a ratable basis in proportion to the full liquidation preferences. Holders of
such series of preferred stock will not be entitled to any other amounts from us
after they have received their full liquidation preference.
VOTING RIGHTS
The holders of shares of preferred stock will have no voting rights,
except:
- as otherwise stated in the prospectus supplement;
- as otherwise stated in the resolutions establishing such series; or
- as required by applicable law.
DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes the material provisions of the deposit
agreement and of the depositary shares and depositary receipts, other than
pricing and related terms disclosed in a prospectus supplement. This summary is
qualified in its entirety by reference to, all provisions of the deposit
agreement, depositary shares and depositary receipts. You should read the
particular terms of any depositary shares and any depositary receipts that we
offer and any deposit agreement relating to a particular series of preferred
stock which will be described in more detail in a prospectus supplement. The
prospectus supplement will also state whether any of the generalized provisions
summarized below do not apply to the depositary shares or depositary receipts
being offered. A copy of the form of deposit agreement, including the form of
depositary receipt, will be filed as an exhibit to a
9
<PAGE> 19
document incorporated by reference in the registration statement. You should
read the more detailed provisions of the deposit agreement and the form of
depositary receipt for provisions that may be important to you.
GENERAL
We may, at our option, offer fractional rather than full shares of
preferred stock. In such event, we will issue receipts for depositary shares,
which will represent a fraction of a share of a particular series of preferred
stock.
The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company that we select that has its principal office in the United States
and having a combined capital and surplus of at least $50,000,000, as preferred
stock depositary. Each owner of a depositary share will be entitled to all the
rights and preferences of the underlying preferred stock, including any
dividend, voting, redemption, conversion and liquidation rights described in the
particular prospectus supplement, in proportion to the applicable fraction of a
share of preferred stock represented by such depositary share.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock in accordance
with the terms of the applicable prospectus supplement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The preferred stock depositary will distribute all cash dividends or other
cash distributions received in respect of the deposited preferred stock to the
record holders of depositary shares relating to such preferred stock in
proportion to the number of such depositary shares owned by such holders.
The preferred stock depositary will distribute any property received by it
other than cash to the record holders of depositary shares entitled thereto. If
the preferred stock depositary determines that it is not feasible to make such
distribution, it may, with our approval, sell such property and distribute the
net proceeds from such sale to such holders.
REDEMPTION OF PREFERRED STOCK
If a series of preferred stock represented by depositary shares is to be
redeemed, the depositary shares will be redeemed from the proceeds received by
the preferred stock depositary resulting from the redemption, in whole or in
part, of such series of preferred stock. The depositary shares will be redeemed
by the preferred stock depositary at a price per depositary share equal to the
applicable fraction of the redemption price per share payable in respect of the
shares of preferred stock so redeemed.
Whenever we redeem shares of preferred stock held by the preferred stock
depositary, the preferred stock depositary will redeem as of the same date the
number of depositary shares representing shares of preferred stock so redeemed.
If fewer than all the depositary shares are to be redeemed, the depositary
shares to be redeemed will be selected by the preferred stock depositary by lot
or ratably or by any other equitable method as the preferred stock depositary
may decide.
VOTING DEPOSITED PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any series of
deposited preferred stock are entitled to vote, the preferred stock depositary
will mail the information contained in such notice of meeting to the record
holders of the depositary shares relating to such series of preferred stock.
Each record holder of such depositary shares on the record date will be entitled
to instruct the preferred stock depositary to vote the amount of the preferred
stock represented by such holder's depositary shares. The preferred stock
depositary will try to vote the amount of such series of preferred stock
represented by such depositary shares in accordance with such instructions.
We will agree to take all actions that the preferred stock depositary
determines are necessary to enable the preferred stock depositary to vote as
instructed. The preferred stock depositary will not vote shares of any series
10
<PAGE> 20
of preferred stock held by it for which it does not receive specific
instructions from the holders of depositary shares representing such preferred
stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the preferred stock depositary. However, any amendment that
materially and adversely alters any existing right of the holders of depositary
shares will not be effective unless such amendment has been approved by the
holders of at least a majority of the depositary shares then outstanding. Every
holder of an outstanding depositary receipt at the time any such amendment
becomes effective shall be deemed, by continuing to hold such depositary
receipt, to consent and agree to such amendment and to be bound by the deposit
agreement, which has been amended thereby. The deposit agreement may be
terminated only if:
- all outstanding depositary shares have been redeemed; or
- a final distribution in respect of the preferred stock has been made to
the holders of depositary shares in connection with our liquidation,
dissolution or winding up.
CHARGES OF PREFERRED STOCK DEPOSITARY; TAXES AND OTHER GOVERNMENTAL CHARGES
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We also will pay
charges of the depositary in connection with the initial deposit of preferred
stock and any redemption of preferred stock. Holders of depositary receipts will
pay other transfer and other taxes and governmental charges and such other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the deposit
agreement to be for their accounts.
Prospective purchasers of depositary shares should be aware that special
tax, accounting and other issues may be applicable to instruments such as
depositary shares.
RESIGNATION AND REMOVAL OF DEPOSITARY
The preferred stock depositary may resign at any time by delivering to us
notice of its intent to do so. We may at any time remove the preferred stock
depositary effective upon the appointment of a successor depositary and its
acceptance of such appointment. Any successor must be appointed within 60 days
after delivery of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
MISCELLANEOUS
The preferred stock depositary will forward all reports and communications
from us which are delivered to it and which we are required to furnish to the
holders of the deposited preferred stock.
Neither we nor the preferred stock depositary will be liable if the
depositary is prevented or delayed by law or any circumstances beyond its
control in performing its obligations under the deposit agreement. Our
obligations and the obligations of the preferred stock depositary under the
deposit agreement will be limited to performance in good faith of enumerated
duties. Neither us nor the preferred stock depositary will be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares,
depositary receipts or shares of preferred stock unless satisfactory indemnity
is furnished. We and the preferred stock depositary may rely upon written advice
of counsel or accountants, or upon information provided by holders of depositary
receipts or other persons believed to be competent and on documents believed to
be genuine.
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DESCRIPTION OF DEBT SECURITIES
GENERAL
As required by Federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by documents called
"indentures." The indenture is a contract between us and the trustee named in
the applicable prospectus supplement which acts as trustee for the debt
securities. There may be more than one trustee under each indenture for
different series of debt securities. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default. There are some
limitations on the extent to which the trustee acts on your behalf, described
later on page 18 under "Remedies If An Event of Default Occurs." Second, the
trustee may perform administrative duties for us, such as sending you interest
payments, transferring your debt securities to a new buyer if you sell, and
sending you notices.
The debt securities will be secured or unsecured obligations of ours and
may include:
- senior debt securities, to be issued under the senior indenture;
- subordinated debt securities, to be issued under the subordinated
indenture; and
- junior subordinated debt securities, to be issued under the junior
subordinated indenture.
If issued, the junior subordinated debt securities will be purchased by a Trust
using proceeds from issuances of trust preferred securities. When we refer to
the indenture, we mean the senior indenture, the subordinated indenture and the
junior subordinated indenture collectively, unless we indicate otherwise. When
we refer to the trustee we mean the senior trustee, the subordinated trustee and
the junior subordinated trustee collectively, unless we indicate otherwise.
This section summarizes the general terms of the debt securities we may
offer. The prospectus supplement relating to any particular debt securities
offered will indicate whether the debt securities are secured or unsecured, are
senior debt securities, subordinated debt securities or junior subordinated debt
securities. The supplement also will describe the interest and other terms of
the debt securities, which may be in addition to or different from the general
terms summarized in this section. The summary in this section and in any
prospectus supplement does not describe every aspect of the senior, subordinated
or junior subordinated indenture or the debt securities, and is qualified in its
entirety by reference to all the provisions of the applicable indenture and the
debt securities. The forms of the senior indenture, subordinated indenture and
junior subordinated indenture and the forms of the debt securities are or will
be filed as exhibits to or incorporated by reference in the registration
statement. See the section of this prospectus entitled "Where You Can Find More
Information" on page 5 for information on how to obtain a copy.
The prospectus supplement relating to your debt securities will describe
the following specific financial, legal and other terms particular to your debt
securities:
- the title of your debt securities;
- any limit on the aggregate principal amount of your debt securities;
- the date or dates on which your debt securities will mature;
- the annual rate or rates (which may be fixed or variable) at which your
debt securities will bear interest, if any, and the date or dates from
which the interest will accrue;
- the dates on which interest on your debt securities will be payable and
the regular record dates for those interest payment dates;
- any mandatory or optional sinking funds or analogous provisions or
provisions for redemption at your option;
- the date, if any, after which and the price or prices at which your debt
securities may, in accordance with any option or mandatory redemption
provisions, be redeemed and the other detailed terms and provisions of
any such optional or mandatory redemption provision;
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- if other than denominations of $1,000 and any integral multiple thereof,
the denomination in which your debt securities will be issuable;
- if other than the principal amount thereof, the portion of the principal
amount of your debt securities which will be payable upon the declaration
of acceleration of the maturity of those debt securities;
- any index or formula used to determine the amount of payment of principal
of, premium, if any, and interest on your debt securities;
- whether the debt securities are secured or unsecured or are senior,
subordinated or junior subordinated debt securities;
- provisions, if any, under which the debt securities may be converted into
our common stock or preferred stock;
- the subordination provisions applicable to the subordinated debt
securities or junior subordinated debt securities; and
- any other material terms of your debt securities.
The prospectus supplement relating to your debt securities will be attached
to the front of this prospectus.
The indenture and its associated documents contain the full legal text of
the matters described in this section. The indenture and the debt securities are
governed by New York law.
EVENTS OF DEFAULT
General
You will have special rights if an "event of default" occurs and is not
cured, as described later in this subsection. Under the indentures, the term
"event of default" means any of the following:
- We do not pay the principal or any premium on a debt security on its due
date;
- We do not pay interest on a debt security within 30 days of its due date;
- We remain in breach of any restrictive covenant or warranty described in
the indenture for 90 days after receiving a notice stating it is in
breach. The notice must be sent by either the trustee or direct holders
of at least 25% of the principal amount of outstanding debt securities of
the affected series; or
- Certain events of bankruptcy, insolvency or reorganization of us.
Remedies if an Event of Default Occurs
If an event of default (with the exception of an event of default involving
our bankruptcy, insolvency or reorganization) has occurred and has not been
cured, the trustee or the direct holders of 25% in principal amount of the
outstanding debt securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be due and
immediately payable. This is called a "declaration of acceleration of maturity."
Except in cases of default, where a trustee has some special duties, a
trustee is not required to take any action under the indenture at the request of
any direct holders unless the direct holders offer the trustee reasonable
protection from expenses and liability (called an "indemnity"). If reasonable
indemnity is provided, the direct holders of a majority in principal amount of
the outstanding debt securities of the relevant series may direct the time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority direct holders may also
direct the trustee in performing any other action under the indenture.
In general, before you bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect
your interests relating to the debt securities, the following must occur:
- You must give the trustee written notice that an event of default has
occurred and remains uncured;
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- The direct holders of 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request that the
trustee take action because of the default and must offer reasonable
indemnity to the trustee against the cost and other liabilities of taking
that action;
- The trustee must have not taken action for 60 days after receipt of the
above notice and offer of indemnity; and
- The trustee must not have received from direct holders of a majority in
principal amount of the outstanding debt securities of that series a
direction inconsistent with the written notice during the 60 day period
after receipt of the above notice.
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date.
MODIFICATION
There are three types of changes we can make to the indentures and the debt
securities.
Changes Requiring Your Approval
The following are changes that cannot be made to your debt securities
without your specific approval:
- except with respect to deferrals of interest of junior subordinated
debentures as provided in the junior subordinated indenture, change the
payment due date of the principal or interest on a debt security;
- reduce any amounts due on a debt security;
- reduce the amount of principal payable upon acceleration of the maturity
of a debt security following a default;
- change the place of payment on a debt security;
- impair your right to sue for payment;
- reduce the percentage of direct holders of debt securities whose consent
is needed to modify or amend the indenture;
- reduce the percentage of direct holders of debt securities whose consent
is needed to waive compliance with certain provisions of the indenture or
to waive certain defaults; and
- change or modification to the subordination or conversion provisions (if
any) of the debt securities in any manner adverse to the holders; and
- modify any other aspect of the provisions dealing with modification and
waiver of the indenture.
Changes Requiring a Majority Vote
Some changes to the indentures and the debt securities require a vote in
favor by holders owning a majority of the principal amount of the particular
series affected. The same majority vote would be required for us to obtain a
waiver of a past default. However, we cannot obtain a waiver of a payment
default or any other aspect of the indenture or the debt securities listed in
the first category described previously under "Changes Requiring Your Approval"
unless we obtain your individual consent to the waiver.
Changes Not Requiring Approval
The third type of change does not require any vote by direct holders of
debt securities. This type is limited to clarifications and similar changes that
would not adversely affect holders of the debt securities.
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SUBORDINATION
Our obligations under the subordinated debentures or junior subordinated
debentures, as applicable, will be subordinate, to the extent set forth in the
applicable indenture, to all our existing and future senior debt. In addition,
the subordinated debentures and junior subordinated debentures will be
effectively subordinated to all existing and future obligations of our
subsidiaries. In addition, our obligations under the guarantees are subordinated
to the same extent as the junior subordinated securities. This means we cannot
make any payments on the junior subordinated debentures or the guarantees if we
are in default on any of our senior debt.
Also, in the event of our bankruptcy, liquidation or dissolution, our
assets must be used to pay off our senior obligations in full before any
payments may be made on the subordinated debentures and junior subordinated
debentures or the guarantees. The indentures, the guarantees and the
declarations of trust do not limit our ability to incur additional senior debt.
For more information, see below under the caption "Description of the
Guarantees -- Ranking" on page 28 of this prospectus.
As a holding company, our assets primarily consist of the equity securities
of our subsidiaries. As a result, our cash flow and consequent ability to
service our debt, including the subordinated debentures and junior subordinated
debentures, are dependent upon the earnings of our subsidiaries and the
distribution of those earnings to us, or upon loans or other payments of funds
by those subsidiaries to us. Our subsidiaries are separate and distinct legal
entities and will have no obligation, contingent or otherwise, to pay any
interest or principal on the subordinated debentures and junior subordinated
debentures or to make any funds available therefor, whether by dividends, loans
or other payments. The payment of dividends by our subsidiaries is contingent
upon their earnings and is subject to various business considerations in
addition to the requirements of federal and state bank and other regulators and
contractual restrictions.
In addition, since the subordinated debentures and junior subordinated
debentures will be obligations of a holding company, the ability of holders of
the subordinated debentures and junior subordinated debentures to benefit from
any distribution of assets of any subsidiary upon the liquidation or
reorganization of such subsidiary is subordinate to the prior claims of present
and future creditors of that subsidiary.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We are generally permitted to consolidate or merge with another entity. We
are also permitted to sell or lease substantially all of our assets to another
company, or to buy or lease substantially all of the assets of another entity.
However, unless we survive the consolidation or merger, we may not take any of
these actions unless the following conditions, among others, are met:
- Where we merge out of existence or sell or lease substantially all our
assets, the other entity must be a corporation, partnership or trust
organized under the laws of a State or the District of Columbia or under
federal law, and it must agree to be legally responsible for the debt
securities; and
- The merger, sale of assets or other transaction must not cause a default
on the debt securities, and we must not already be in default, unless the
merger or other transaction would cure the default. For purposes of this
no-default test, an existence of an event of default is deemed to be a
default.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Debt securities will be issuable in definitive, registered form or in
temporary or permanent global form.
You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange."
You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
holders and transferring debt securities. We may appoint another entity or
perform this role ourselves. The entity performing the role of maintaining the
list of registered direct holders is called the "security registrar." It will
also perform transfers. You will not be required to pay a service charge to
transfer or exchange debt securities, but you may be required to pay for any tax
or other governmental charge
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associated with the exchange or transfer. The transfer or exchange will only be
made if the security registrar is satisfied with your proof of ownership.
If the debt securities are redeemable and we redeem less than all of the
debt securities of a particular series, we may block the transfer or exchange of
those debt securities during the period beginning 15 days before the day we mail
the notice of redemption and ending on the day of that mailing, in order to
freeze the list of holders to prepare the mailing. We may also refuse to
register transfers or exchanges of debt securities selected for redemption,
except that we will continue to permit transfers and exchanges of the unredeemed
portion of any debt security being partially redeemed.
TEMPORARY GLOBAL SECURITIES
If so specified in the applicable prospectus supplement, all or any portion
of the debt securities of a series which are issuable as bearer securities will
initially be represented by one or more temporary global securities, without
interest coupons, to be deposited with a common depositary credit to designated
accounts. On and after the date determined as provided in any such temporary
global security and described in the applicable prospectus supplement, but
within a reasonable time, each such temporary global security will be
exchangeable for definitive bearer securities, definitive registered securities
or all or a portion of a permanent global bearer security, or any combination
thereof, as specified in the prospectus supplement. No definitive bearer
security or permanent global bearer security delivered in exchange for a portion
of a temporary global security shall be mailed or otherwise delivered to any
location in the United States in connection with such exchange.
Additional information regarding restrictions on and special United States
federal income tax consequences relating to temporary global securities will be
set forth in the applicable prospectus supplement.
PERMANENT GLOBAL SECURITIES
If any debt securities of a series are issuable in permanent global form,
the applicable prospectus supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global security
may exchange their interests for debt securities of such series and of like
tenor and principal amount of any authorized form and denomination. Principal of
and any premium and interest on a permanent global security will be payable in
the manner described in the applicable prospectus supplement.
PAYMENT AND PAYING AGENTS
We will pay interest to you if you are a direct holder listed in the
trustee's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the debt security on the
interest due date. That particular day, usually about two weeks in advance of
the interest due date, is called the "regular record date" and will be stated in
the prospectus supplement. Holders buying and selling debt securities must work
out between them how to compensate for the fact that we will pay all the
interest for an interest period to the one who is the registered holder on the
regular record date. The most common manner is to adjust the sales price of the
debt securities to prorate interest fairly between buyer and seller. This
prorated interest amount is called "accrued interest."
In the past, we have chosen to pay interest by mailing checks. We may also
choose to pay interest, principal and any other money due on the debt securities
at the corporate trust office of the trustee. You must make arrangements to have
your payments picked up at or wired from the trust office.
We may also arrange for additional payment offices, and may cancel or
change these offices, including its use of the trustee's corporate trust office.
These offices are called "paying agents." We may also choose to act as our own
paying agent. We must notify you of changes in the paying agents for any
particular series of debt securities.
INFORMATION CONCERNING THE TRUSTEES
The trustee serves as trustee under indentures for other debt of ours. The
trustee may, from time to time, make loans to us and perform other services for
us in the normal course of business. Under the provisions of the
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Trust Indenture Act of 1939, upon the occurrence of a default under an
indenture, if a trustee has a conflicting interest (as defined in the Trust
Indenture Act) the trustee must, within 90 days, either eliminate such
conflicting interest or resign. Under the provisions of the Trust Indenture Act,
an indenture trustee shall be deemed to have a conflicting interest if the
trustee is a creditor of the obligor. If the trustee fails either to eliminate
the conflicting interest or to resign within 10 days after the expiration of
such 90-day period, the trustee is required to notify debt holders to this
effect and any debt holder who has been a bona fide holder for at least six
months may petition a court to remove the trustee and to appoint a successor
trustee.
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of such holders as they appear in the security register.
PROVISIONS APPLICABLE TO JUNIOR SUBORDINATED DEBT SECURITIES
The following provisions apply only to the junior subordinated debt
securities:
Events of Default
In addition to the events described above under "Description of Debt
Securities -- Events of Default" applicable to all debt securities, the
voluntary or involuntary dissolution, winding up or termination of the Trust
that owns the series of junior subordinated debt securities will constitute an
event of default for any series of junior subordinated debt securities issued
pursuant to the junior subordinated indenture, except in connection with:
- the distribution of such junior subordinated debt securities to holders
of trust securities of the Trust;
- the redemption of all of the trust securities of the Trust; and
- mergers, consolidations or similar events permitted by the amended
declaration of the Trust.
The holders of at least a majority in aggregate liquidation amount of the
trust preferred securities of the Trust may waive any default or event of
default with respect to such series and its consequences, except defaults or
events of default that:
- are not waivable under the junior subordinated indenture (such as
defaults regarding payment of principal, premium, if any, or interest);
or
- require the consent or vote of greater than a majority in principal
amount of the holders of junior subordinated debt securities to be waived
under the junior subordinated indenture, in which case the event of
default may only be waived by the holders of the same "super-majority" in
liquidation amount of the trust preferred securities.
Any such waiver will cure such default or event of default. If, under the
amended declaration of the Trust, an event of default has occurred and is
attributable to our failure to pay principal, premium, if any, or interest on,
such junior subordinated debt securities, then each holder of the trust
preferred securities of the Trust may sue us or seek other remedies, to force
payment to such holder of the principal of, premium, if any, or interest on,
such junior subordinated debt securities having a principal amount equal to the
aggregate liquidation amount of the trust preferred securities held by such
holder.
Modification of Junior Subordinated Indenture
Under the junior subordinated indenture, we and the indenture trustee may
change some rights of holders of a series of junior subordinated debt securities
with the written consent of the holders of a majority in principal amount of the
series of junior subordinated debt securities that are affected. Any such change
will be subject to the limitations described above under "Modification" on page
19 applicable to the other debt securities. If the property trustee of the
Trust, as a holder of junior subordinated debt securities, is required to
consent to any
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amendment, modification or termination of the junior subordinated indenture, the
property trustee will request directions from the holders of the trust
securities of the Trust.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common stock, preferred stock and
debt securities. Warrants may be issued separately or together with common
stock, preferred stock, debt securities or trust preferred securities offered by
any prospectus supplement and may be attached to or separate from those
securities. Each series of warrants will be issued under a separate agreement to
be entered into between us and a bank or trust corporation, as warrant agent as
set forth in the prospectus supplement relating to the particular issue of
offered warrants. The warrant agent will act solely as our agent in connection
with the warrants and will not assume any obligation or relationship of agency
or trust for or with any holders of warrants or beneficial owners of warrants.
Copies of the forms of warrant agreements, including the forms of warrant
certificates representing the warrants, are or will be filed as exhibits to or
incorporated by reference in the registration statement. The following summaries
of certain provisions of the forms of warrant agreements and warrant
certificates do not purport to be complete and are qualified in their entirety
by reference to, all the provisions of the warrant agreements and the warrant
certificates.
GENERAL
If warrants are offered, the applicable prospectus supplement will describe
the terms of such warrants, including, in the case of warrants for the purchase
of debt securities, the following where applicable:
- the offering price;
- the currencies in which the price for such warrants may be payable;
- the designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities purchasable upon exercise of
such warrants;
- the designation and terms of any series of debt securities, preferred
stock or trust preferred securities with which the warrants are being
offered and the number of warrants being offered with each such share of
common stock or preferred stock, debt security or trust preferred
securities;
- if applicable, the date on and after which such warrants and the related
common stock, series of debt securities, preferred stock or trust
preferred securities will be transferable separately;
- the principal amount and series of debt securities purchasable upon
exercise of each such warrant and the price at which and currencies in
which such principal amount of debt securities of such series may be
purchased upon such exercise;
- the dates on which the right to exercise such warrants shall commence and
expire;
- whether the warrants will be issued in registered or bearer form;
- if applicable, a discussion of certain United States federal income tax,
accounting and other special considerations, procedures and limitations;
and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
In the case of warrants for the purchase of common stock or preferred
stock, the applicable prospectus supplement will describe the terms of such
warrants, including the following where applicable:
- the offering price;
- the number of shares purchasable upon exercise of such warrants and, in
the case of warrants for preferred stock, the designation, number and
terms of the series of preferred stock purchasable upon exercise of such
warrants;
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- if applicable, the designation and terms of the series of common stock,
debt securities, preferred stock or trust preferred securities with which
such warrants are being offered and the number of such warrants being
offered with each share of common stock or preferred stock, debt security
or trust preferred securities;
- if applicable, the date on and after which such warrants and the related
common stock or preferred stock series of debt securities or trust
preferred securities will be transferable separately;
- the number of shares of common stock or preferred stock purchasable upon
exercise of each such warrant and the price at which such number of
shares of common stock or preferred stock may be purchased upon such
exercise;
- the dates on which the right to exercise such warrants shall commence and
expire;
- any applicable anti-dilution provisions;
- any applicable redemption or call provisions;
- any United States federal income tax consequences; and
- any other terms of such warrants. Warrants for the purchase of preferred
stock or common stock will be offered and exercisable for U.S. dollars
only and will be in registered form only.
Warrant certificates may be exchanged for new warrant certificates of
different denominations, may be presented for registration of transfer, and may
be exercised at the corporate trust office of the warrant agent or any other
office indicated in the applicable prospectus supplement. Prior to the exercise
of any warrant to purchase debt securities, holders of such warrants will not
have any of the rights of holders of the debt securities purchasable upon such
exercise, including the right to receive payments of principal of, premium, if
any, or interest, if any, on the debt securities purchasable upon such exercise
or to enforce covenants in the applicable indenture. Before the exercise of any
warrants to purchase preferred stock or common stock, holders of such warrants
will not have any rights of holders of the preferred stock or common stock
purchasable upon such exercise, including the right to receive payments of
dividends, if any, on the preferred stock or common stock purchasable upon such
exercise or to exercise any applicable right to vote.
EXERCISE OF WARRANTS
Each warrant will entitle the holder thereof to purchase such principal
amount of debt securities, shares of common stock or preferred stock or trust
preferred securities, as the case may be, at such exercise price as shall in
each case be set forth in, or calculable from the prospectus supplement relating
to the offered warrants. After the close of business on the expiration date of
the warrants, or such later date to which such expiration date may be extended
by us, unexercised warrants will become void.
Warrants may be exercised by delivering to the warrant agent payment as
provided in the applicable prospectus supplement of the amount required to
purchase the debt securities, preferred stock or common stock, as the case may
be, purchasable upon such exercise together with certain information set forth
on the reverse side of the warrant certificate. Warrants will be deemed to have
been exercised upon receipt of payment of the exercise price, subject to the
receipt, within five business days, of the warrant certificate evidencing such
warrants. Upon receipt of such payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the applicable prospectus supplement, we will,
as soon as practicable, issue and deliver the debt securities, preferred stock
or common stock, as the case may be, purchasable upon such exercise. If fewer
than all of the warrants represented by the warrant certificate are exercised, a
new warrant certificate will be issued for the remaining amount of warrants.
AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENTS
The warrant agreements may be amended or supplemented without the consent
of the holders of the warrants issued thereunder to effect changes that are not
inconsistent with the provisions of the warrants and that do not adversely
affect the interests of the holders of the warrants.
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WARRANT UNITS
We may issue warrants as a part of a warrant unit consisting of warrants
and another security described in this prospectus, including a trust preferred
security. The terms of a series of warrant units may be described in a unit
agreement between us (and the Trust if the warrant unit includes trust preferred
securities) and a bank or trust corporation, as unit agent. The applicable
prospectus supplement will describe the specific terms of any warrant units.
STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock at a future date or dates. The consideration per share
of common stock may be fixed at the time the stock purchase contracts are issued
or may be determined by reference to a specific formula described in the stock
purchase contracts. We may issue the stock purchase contracts separately or as a
part of stock purchase units consisting of a stock purchase contract and one or
more shares of our common stock, preferred stock or fractions thereof or a debt
security or a debt obligation of ours or a third party, including a U.S.
Treasury security. Our common stock, preferred stock or debt securities or the
debt obligation of a third party may serve as collateral to secure the holders'
obligations to purchase the shares of common stock under the stock purchase
contracts. The stock purchase contracts may require us to make periodic payments
to the holders of stock purchase contracts. These payments may be unsecured or
prefunded on some basis. The stock purchase contracts may require holders to
secure their obligations in a specified manner. The applicable prospectus
supplement will describe the specific terms of any stock purchase contracts or
stock purchase units.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
The following description of the terms and provisions of trust preferred
securities summarizes certain general terms that will apply to each series of
trust preferred securities. This description is not complete, and we refer you
to the certificate of trust and the declaration of trust for each Trust and the
form of the amended and restated declaration of trust, copies of which we filed
as exhibits to the registration statement of which this prospectus is a part.
DECLARATION OF TRUSTS
When a Trust issues a series of preferred securities, the declaration of
trust relating to that Trust will contain, and the prospectus supplement
relating to that series will summarize, the terms and other provisions relating
to that series of preferred securities. Each Trust will issue only one series of
preferred securities.
The declaration of trust of each Trust will be qualified as an indenture
under the Trust Indenture Act of 1939. Unless the applicable prospectus
supplement states otherwise, The Chase Manhattan Bank will act as property
trustee under each relevant declaration of trust.
Each series of preferred securities will represent undivided beneficial
ownership interests in the assets of the applicable Trust. The holders of the
preferred securities will be entitled to a preference in certain circumstances
regarding distributions from the applicable Trust and amounts payable on
redemption or liquidation over the corresponding series of common securities, as
well as other benefits as described in the relevant declaration of trust.
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SPECIFIC TERMS OF EACH SERIES
Each time that a Trust issues a series of preferred securities, the
prospectus supplement relating to that new series will summarize the particular
amount, price and other terms and provisions of these preferred securities.
These terms may include the following:
- the distinctive designation of the preferred securities;
- the number of preferred securities issued by the applicable Trust and the
liquidation value of each such preferred security;
- the annual distribution rate (or method of determining such rate) for
preferred securities issued by the applicable Trust and the date or dates
upon which such distributions will be payable;
- whether distributions on preferred securities issued by the applicable
Trust may be deferred and, if so, what the maximum number of
distributions that may be deferred and the terms and conditions of such
deferrals will be;
- whether distributions on preferred securities issued by the applicable
Trust will be cumulative, and, in the case of preferred securities having
such cumulative distribution rights, the date or dates or method of
determining the date or dates from which distributions on preferred
securities issued by each Trust will be cumulative;
- the amount or amounts which will be paid out of the assets of the
applicable Trust to the holders of preferred securities of the Trust upon
voluntary or involuntary dissolution, winding up or termination of the
applicable Trust;
- any obligation of the applicable Trust to purchase or redeem preferred
securities issued by the applicable Trust and the price or prices at
which, the period or periods within which and the terms and conditions
upon which preferred securities issued by the applicable Trust will be
purchased or redeemed, in whole or in part, pursuant to such obligation;
- any voting rights of preferred securities issued by the applicable Trust
in addition to those required by law, including the number of votes per
preferred security and any requirement for the approval by the holders of
preferred securities as a condition to specified action or amendments to
the relevant declaration of trust; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of preferred securities issued by the applicable Trust,
consistent with the declaration of the trust and with applicable law.
All preferred securities that a Trust offers will be guaranteed by us to
the extent set forth in the section of this prospectus entitled "Description of
the Guarantees" on page 37. The applicable prospectus supplement will also
describe the United States federal income tax considerations applicable to each
offering of preferred securities.
ISSUANCE OF COMMON SECURITIES
In connection with the issuance of preferred securities, each Trust will
issue common securities to us. Except as described below under the caption
' -- Subordination" in this prospectus, the terms of the common securities
issued by the applicable Trust will be substantially identical to the terms of
the preferred securities. These terms will be defined in the relevant
declaration of trust and will be summarized in the applicable prospectus
supplement. These terms will specify the following:
- the annual distribution rate (or method of determining that rate) and the
date or dates upon which the distributions will be payable;
- the rights of the applicable Trust to redeem the common securities and
related provisions;
- the voting rights of holders of the common securities;
- any liquidation rights or similar restrictions;
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- and other specific terms of the common securities (not inconsistent with
the relevant declaration of trust).
SUBORDINATION
The common securities will rank on a par with, and payments will be made on
them on a proportionate basis with, the preferred securities issued by the
applicable Trust, except that upon a "trust enforcement event," the rights of
the holders of the common securities to payments of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights of
the holders of the preferred securities.
HOLDER OF COMMON SECURITIES
Except in some limited circumstances, the holder of the common securities
of the applicable Trust will have sole power to appoint, remove or replace any
of the trustees of the applicable Trust. We will, directly or indirectly, own
all of the common securities of the applicable Trust.
TRUST ENFORCEMENT EVENTS
An event of default under the indenture that has occurred and is continuing
constitutes a trust enforcement event under the relevant declaration of trust.
REMEDIES OF HOLDERS OF PREFERRED SECURITIES AND THE PROPERTY TRUSTEE
If a trust enforcement event occurs, holders of preferred securities of the
applicable Trust would rely on the enforcement by the property trustee of its
rights as a holder of the junior subordinated debentures against us. In
addition, the holders of a majority in liquidation amount of the preferred
securities of the applicable Trust will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
property trustee or to direct the exercise of any trust or power conferred upon
the property trustee under the relevant declaration of trust, including the
right to direct the property trustee to exercise the remedies available to it as
a holder of the junior subordinated debentures.
Upon the occurrence of a trust enforcement event, the property trustee, as
the holder of the junior subordinated debentures, will have the right under the
indenture to declare the principal of and premium, if any, and interest on the
junior subordinated debentures held by the applicable Trust to be immediately
due and payable.
If the property trustee fails to enforce its rights regarding the junior
subordinated debentures held by the applicable Trust, any holder of preferred
securities may, to the extent permitted by applicable law, institute a legal
proceeding directly against us to enforce the property trustee's rights under
these junior subordinated debentures without first instituting any legal
proceeding against the property trustee or any other person or entity. In
addition, if a trust enforcement event occurs and such event is attributable to
our failure to make any required payments on the junior subordinated debentures
when due, then a holder of preferred securities may, on or after the date that
such payment was due, institute a proceeding directly against us for enforcement
of payment on the junior subordinated debentures having a principal amount equal
to the total liquidation amount of the preferred securities held by that holder.
We refer to such proceeding as a "direct action". In connection with a direct
action, we will have the right under the indenture to set off any payment made
to that holder by us. The holders of preferred securities will not be able to
exercise directly any other remedy available to the holders of junior
subordinated debentures.
REMEDIES OF HOLDERS OF COMMON SECURITIES
The holder of the common securities will be deemed to have waived any trust
enforcement event regarding the common securities until all trust enforcement
events regarding the preferred securities have been cured, waived or otherwise
eliminated. Until such a trust enforcement event has been cured, waived or
otherwise eliminated, the property trustee will be deemed to be acting solely on
behalf of the holders of the preferred securities and only the holders of the
preferred securities will have the right to direct the property trustee
regarding remedies under the relevant declaration of trust, and, therefore, the
indenture.
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LIMITATION ON CONSOLIDATIONS, MERGERS AND SALE OF ASSETS
None of the Trusts may consolidate, merge with or into, or sell or lease
substantially all of its properties and assets to any corporation or other
entity, unless:
- a majority of the regular trustees consent to such a transaction;
- the successor assumes all of the obligations of the Trust regarding the
preferred securities, or substitutes other securities for the preferred
securities with substantially the same terms and other provisions as the
preferred securities (which we refer to as "Successor Securities"), and
regarding the Trustees;
- if Successor Securities are issued, these securities are listed on the
same national securities exchange on which the preferred securities were
listed;
- the transaction does not cause the preferred securities or the Successor
Securities to be downgraded by a national ratings organization;
- such transaction does not adversely affect the rights of the holders of
the preferred securities in any material respect;
- following the transaction, the Trust would not have to register as an
"investment company" under the Investment Company Act of 1940;
- we, or a successor which will own all of the common securities of the
Trust or its successor, will guarantee the preferred securities, or the
Successor Securities, to the same extent as the preferred securities are
guaranteed by the guarantee;
- the Trust would continue to be classified as a grantor trust for United
States federal income tax purposes, unless each holder of preferred
securities consents to such a change; and
- the holders of the preferred securities would continue to be treated as
owning an undivided beneficial interest in the assets of the Trust,
unless each holder of the preferred securities consents to such a change.
PAYING AGENT
Unless the applicable prospectus supplement states otherwise, if any
preferred securities are not in the form of global securities each Trust will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the preferred securities may be presented for payment by a paying agent.
Each Trust may appoint a paying agent and may appoint one or more
additional paying agents in such other locations as it may determine and change
any paying agent without prior notice to the holders of preferred securities.
Each Trust, or any of its affiliates, may act as paying agent regarding any
series of preferred securities. Unless the applicable prospectus supplement
states otherwise, the property trustee will act as paying agent for each series
of preferred securities. If the property trustee will no longer act as the
paying agent, the regular trustees may appoint a successor, which will be a bank
or trust company acceptable to us, to act as paying agent.
TRANSFER OF PREFERRED SECURITIES
For each issue of preferred securities, the property trustee will keep a
security register to provide for the transfer and registration of transfer of
preferred securities. The following provisions apply to the transfer of
preferred securities which are not issued in book-entry form:
- Holders of any issue of preferred securities may exchange their
securities for an equal principal amount of other preferred securities of
different authorized denominations of the same issue and with the same
terms.
- No service charge will be made for any registration of transfer or
exchange of securities, but the Trust may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
securities.
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- If the preferred securities are to be redeemed in part, the Trust will
not be required:
- to issue, register the transfer of or exchange any securities during
a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of any such securities
selected for redemption and ending at the close of business on the
day of such mailing; or
- to register the transfer or exchange of any preferred security so
selected for redemption in whole or in part, except the unredeemed
portion of any security being redeemed in part.
GLOBAL SECURITIES
The preferred securities of any issue may be issued in the form of one or
more global securities. Preferred securities of any issue will no longer be
eligible to be represented in the form of a global security and will be
registered in definitive form if one of the following events occurs:
- if at any time the depositary notifies the applicable Trust that it is
unwilling or unable under the Securities Exchange Act of 1934 and other
applicable law to continue as depositary or if at any time it will no
longer be eligible, in each case if a successor depositary is not
appointed within 90 days after the applicable Trust receives notice or
becomes aware of this ineligibility; or
- the applicable Trust, in its sole discretion, may determine that the
preferred securities issued in the form of one or more global securities
will no longer be represented by a global security.
For more information regarding the issuance of global securities and the
depositary arrangements for them, see the applicable prospectus supplement.
REGISTRATION OF GLOBAL SECURITIES
If the preferred securities are to be issued in the form of one or more
global securities, then a regular trustee on behalf of the applicable Trust will
execute and the property trustee will cause the global securities to be
registered in the name of the depositary for these global securities or its
nominee.
REGISTRATION OF PREFERRED SECURITIES IN DEFINITIVE FORM
Preferred securities not represented by a global security which are issued
in exchange for all or a part of a global security will be registered in such
names and in such authorized denominations as the depositary, pursuant to
instructions from its direct or indirect participants or otherwise, will
instruct the property trustee. Upon execution and authentication, the property
trustee will deliver the preferred securities not represented by a global
security to the persons in whose names such definitive preferred securities are
so registered. The preferred securities that are not initially represented by a
global security may be exchanged or transferred for part of a global security
pursuant to the instructions and procedures of the depositary.
RELIANCE ON THE DEPOSITARY BY THE TRUSTS AND PROPERTY TRUSTEE
In connection with each issue of preferred securities, the applicable Trust
and property trustee may for all purposes, including the making of payments due
on these preferred securities, deal with the depositary as the authorized
representative of the holders of these preferred securities for the purpose of
exercising the rights of these holders. The rights of the owner of any
beneficial interest in a global security will be limited to those established by
law and agreements between such owners and depository participants or Euroclear
and Cedel; provided that no such agreement will give any rights to any person
against the applicable Trust or property trustee without the written consent of
these parties.
TRANSFER OF BENEFICIAL INTERESTS IN GLOBAL SECURITIES
Global securities may not be transferred as a whole except under the
following circumstances:
- by the depositary to a nominee of the depositary;
- by a nominee of the depositary to the depositary or another nominee of
the depositary; or
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- by the depositary or any such nominee to a successor depositary or a
nominee of such successor depositary.
Interests of beneficial owners in a global security may be transferred or
exchanged for preferred securities not represented by a global security and
preferred securities not represented by a global security may be transferred or
exchanged for global securities in accordance with rules of the depositary.
AMENDMENTS
Amendments Without Consent of Holders of Preferred Securities
Each declaration of trust may be amended without the consent of the holders
of the preferred securities:
- to cure any ambiguity;
- to correct or supplement any provisions in the declaration of trust that
may be defective or inconsistent with any other provision in the relevant
declaration of trust;
- to add to our covenants, restrictions or obligations, as sponsor of the
Trusts;
- to conform to any change in Rule 3a-5 under the Investment Company Act of
1940 or written change in interpretation or application of Rule 3a-5
under the Investment Company Act of 1940 by any legislative body, court,
government agency or regulatory authority; or
- to modify, eliminate or add to any provisions as necessary to the
relevant declaration of trust to ensure that the Trust will be classified
for United States federal income tax purposes as a grantor trust at all
times that any preferred securities or common securities are outstanding
or to ensure that the Trust will not be required to register as an
"investment company" under the Investment Company Act of 1940; provided
that any action described in this sentence may be taken only if it does
not adversely affect in any material respect the rights of the holders of
preferred securities or common securities.
Amendment With Consent of Holders of Preferred Securities and Common
Securities
Without the consent of each holder of the preferred securities and the
common securities, the relevant declaration of trust may not be amended to:
- change the amount or timing of any distribution of the preferred
securities and the common securities or otherwise adversely affect the
amount of any distribution required to be made on the preferred
securities and the common securities;
- restrict the right of a holder of preferred securities to institute suit
for the enforcement of any payment owed on these securities; or
- change the voting requirements and other provisions relating to
amendments.
Without the consent of 66 2/3% of the holders of outstanding preferred
securities and common securities voting as a single class, the relevant
declaration of trust may not be amended to:
(1) adversely affect the powers, preferences or special rights of the
preferred securities and the common securities; or
(2) result in the dissolution, winding-up or termination of the applicable
Trust other than pursuant to the terms of the relevant declaration of
trust;
provided that, if any amendment or proposal referred to in clause (1) above
would adversely affect only the preferred securities or the common securities,
then only the affected class will be entitled to vote on such amendment or
proposal.
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Amendments With Consent of Holders of Common Securities
Without the consent of the holders of a majority in liquidation amount of
the common securities, the relevant declaration of trust may not be amended to
change the rights of the holders of the common securities to increase or
decrease the number of, and appoint and remove trustees.
PROVISIONS THAT MAY NOT BE AMENDED
Under no circumstances may the following provisions of the relevant
declaration of trust be amended:
- to cause the applicable Trust to be classified other than as a grantor
trust for United States federal income tax purposes;
- to reduce or otherwise adversely affect the powers of the property
trustee in contravention of the Trust Indenture Act of 1939; and
- to cause the applicable Trust to be deemed to be an "investment company"
required to be registered under the Investment Company Act of 1940.
MEETINGS OF THE HOLDERS OF SECURITIES
Meetings
The regular trustees of a Trust may call a meeting of the holders of the
securities on any matter on which these securities are entitled to act under the
relevant declaration of trust. In addition, the holders of at least 10% in
liquidation amount of issue of preferred securities may direct the regular
trustees to call such a meeting. The regular trustees are required to give
notice of any such meeting at least 7 days but not more than 60 days before the
date of that meeting. The regular trustees, in their sole discretion, will
establish all other provisions relating to meetings of holders of preferred
securities not stated below.
Action by Written Consent
Whenever a vote, consent or approval of the holders of preferred securities
is permitted or required, that vote, consent or approval may be given at the
meeting. Any action that may be taken at a meeting of these holders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders owning not less than the minimum
amount of preferred securities in liquidation amount that would be necessary to
authorize or take such action at the meeting itself.
Proxies
Each holder of a preferred security may authorize any person to act for it
by proxy on all matters but proxies will not be valid after the expiration of 11
months from the date thereof unless otherwise provided in the proxy. Every proxy
will be revocable at the pleasure of the holder of preferred securities
executing the proxy. Except as otherwise provided herein, all matters relating
to the giving, voting or validity of proxies will be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the applicable Trust were a Delaware
corporation and the holders of the preferred securities were stockholders of a
Delaware corporation.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee serves as a trustee under indentures for other debt of
ours.
The trustee may, from time to time make loans to us and perform other
services for us in the normal course of business. Under the provisions of the
Trust Indenture Act of 1939, upon the occurrence of a default under an
indenture, if a trustee has a conflicting interest (as defined in the Trust
Indenture Act) the trustee must, within 90 days, either eliminate such
conflicting interest or resign. Under the provisions of the Trust Indenture Act,
an indenture trustee shall be deemed to have a conflicting interest if the
trustee is a creditor of the obligor. If the trustee fails either to eliminate
the conflicting interest or to resign within 10 days after the expiration of
such
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90-day period, the trustee is required to notify debt holders to this effect and
any debt holder who has been a bona fide holder for at least six months may
petition a court to remove the trustee and to appoint a successor trustee.
GOVERNING LAW
Each declaration of trust and the related preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware.
DESCRIPTION OF THE GUARANTEES
The following description of the terms and provisions of the guarantees
summarizes certain general terms that will apply to each guarantee that we
deliver in connection with a series of preferred securities. This description is
not complete, and we refer you to the form of the guarantee agreement, a copy of
which we filed as an exhibit to the registration statement of which this
prospectus is a part.
When a Trust sells a series of its preferred securities, we will execute
and deliver a guarantee of that series of preferred securities under a guarantee
agreement for the benefit of the holders of these preferred securities. Only one
guarantee will be issued by us in connection with the issuance of preferred
securities by the applicable Trust. Each guarantee agreement will be qualified
as an indenture under the Trust Indenture Act of 1939. Unless the applicable
prospectus supplement states otherwise, The Chase Manhattan Bank will act as
indenture trustee under each guarantee agreement. The guarantee trustee will
hold each guarantee for the benefit of the holders of the preferred securities
of the applicable Trust.
SPECIFIC TERMS OF THE GUARANTEES
Except as stated in the applicable prospectus supplement, we will
irrevocably and unconditionally agree to pay in full the following payments or
distributions on each corresponding series of preferred securities, to the
extent that they are not paid by, or on behalf of, the applicable Trust:
- any accumulated and unpaid distributions required to be paid on the
preferred securities, to the extent that the applicable Trust has
sufficient funds available for those payments at the time;
- the redemption price regarding any preferred securities called for
redemption, to the extent that the applicable Trust has sufficient funds
available for those redemption payments at such time; and
- upon a voluntary or involuntary dissolution, winding up or liquidation of
the applicable Trust, unless the corresponding series of junior
subordinated debentures are distributed to holders of the preferred
securities, the lesser of:
- the total liquidation amount of the preferred securities and all
accumulated and unpaid distributions on them to the date of payment; and
- the amount of assets of the applicable Trust remaining available for
distribution to holders of the preferred securities.
Our obligation to make the payments described above under the guarantee may
be satisfied by direct payment of the required amounts by us to the holders of
the applicable preferred securities or by causing the applicable Trust to pay
such amounts to these holders. In addition, our obligation to make the payments
described above will exist regardless of any defense, right of setoff or
counterclaim that the applicable Trust may have or assert.
Each guarantee will apply only to the extent that the applicable Trust has
sufficient funds available to make the required payments. If we do not make
interest payments on the junior subordinated debentures held by the applicable
Trust, then the Trust will not be able to pay distributions on the preferred
securities issued by the Trust and will not have funds legally available for
these payments.
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NATURE OF THE GUARANTEE
We will, through the relevant declaration of trust, the guarantee, the
junior subordinated debentures and the indenture, taken together, fully and
unconditionally guarantee the applicable Trust's obligations under the preferred
securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes this guarantee. It is only the
combined operation of these documents that has the effect of providing a full
and unconditional guarantee of the applicable Trust's obligations under the
preferred securities.
Each guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under a guarantee without
first instituting a legal proceeding against any other person or entity. In
addition, each guarantee will not be discharged except by payment of the amounts
due under it in full to the extent they have not been paid by the applicable
Trust or upon distribution of junior subordinated debentures to the holders of
the preferred securities in exchange for all of these preferred securities.
SUBORDINATION OF COMMON SECURITIES
We also will irrevocably and unconditionally guarantee the obligations of
the applicable Trust regarding that Trust's common securities to the same extent
as our guarantee of the applicable preferred securities, except that upon the
occurrence and the continuation of a Trust Enforcement Event regarding the
applicable Trust, holders of these preferred securities will have priority over
holders of the common securities regarding distributions and payments on
liquidation, redemption or otherwise.
RANKING
Each guarantee will constitute our unsecured obligation and will rank
subordinate and junior in right of payment to all of our other liabilities to
the same extent as the junior subordinated debentures.
The guarantees will not place a limitation on the amount of additional
senior debt that may be incurred by us.
CERTAIN COVENANTS OF PROVIDENT FINANCIAL GROUP
In general, we will covenant in each guarantee that, so long as any
preferred securities issued by a Trust remain outstanding, if
- there shall have occurred any event of default under the indenture
regarding the applicable series of junior subordinated debentures;
- we shall be in default regarding our payment of any obligations under the
related guarantee; or
- we shall have given notice of our election to defer interest payments on
the junior subordinated debentures, as described under the caption
"Description Debt Securities -- Provisions Applicable to Junior
Subordinated Debt Securities -- Option to Defer Interest Payments" on
page ? of this prospectus and we shall not have rescinded that notice or
begun making such payments,
then we will not, and will not permit any subsidiary to, do the following:
- to declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment regarding, any of our capital
stock; or
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any of our debt securities that rank on a par with
or junior to the junior subordinated debentures or make any payments
regarding any guarantee by us of the debt securities of any of our
subsidiaries if such guarantee ranks on a par with or junior to these
junior subordinated debentures.
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At any time, however, we may do the following:
- pay dividends or make distributions in our common stock;
- make payments under the applicable guarantee made by us regarding
preferred securities of the applicable Trust;
- declare a dividend in connection with the implementation of a
shareholders' rights plan, or issue stock under any such plan in the
future, or redeem or repurchase any rights issued pursuant to such a
plan; and
- purchase common stock related to the issuance of common stock or rights
under any of our benefit plans.
AMENDMENTS
Unless otherwise specified in the applicable prospectus supplement, each
guarantee may be amended under the following circumstances:
- no consent of holders will be required regarding changes to the guarantee
that do not materially adversely affect the rights of holders of the
applicable preferred securities; and
- no other amendments to the guarantee may be made without the prior
approval of the holders of not less than a majority of the total
liquidation amount of the outstanding preferred securities to which the
guarantee relates.
The manner of obtaining the necessary approvals to amend a guarantee are
the same as for holders of the preferred securities, which are described under
"Description of the Preferred Securities -- Meetings of the Holders of
Securities" on page 36 of this prospectus.
ASSIGNMENT
All guarantees and agreements contained in a guarantee will bind our
successors, assigns, receivers, trustees and representatives and will inure to
the benefit of the holders of the related preferred securities then outstanding.
EVENTS OF DEFAULT AND REMEDIES
An event of default under a guarantee will occur upon our failure to make
any of our payments or perform any of our other obligations under it.
The holders of not less than a majority in total liquidation amount of the
preferred securities to which a guarantee relates have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the guarantee trustee regarding the guarantee or to direct the exercise of any
trust or power conferred upon the guarantee trustee under such guarantee.
If the guarantee trustee fails to enforce a guarantee, then any holder of
the corresponding series of preferred securities may institute a legal
proceeding directly against us to enforce the guarantee trustee's rights under
that guarantee, without first instituting a legal proceeding against the
applicable Trust that issued the preferred securities, the guarantee trustee or
any other person or entity.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, other than during the occurrence and continuance of
a default by us in performance of a guarantee, undertakes to perform only such
duties as are specifically set forth in the guarantee. After a default under the
guarantee, which has not been cured or waived, that is actually known to a
responsible officer of the guarantee trustee, the guarantee trustee must
exercise the same degree of care and skill as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs. Subject to this
provision, the guarantee trustee is under no obligation to exercise any of the
powers vested in it by a guarantee at the request of any holder of preferred
securities to which the guarantee relates unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred by
such action.
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TERMINATION OF THE GUARANTEES
Each guarantee will terminate upon any of the following events:
- full payment of the redemption price of all preferred securities of the
applicable Trust;
- full payment of the amounts payable upon liquidation of the applicable
Trust; or
- distribution of the junior subordinated debentures held by the applicable
Trust to the holders of the preferred securities of the Trust in exchange
for all of the preferred securities of the Trust.
Each guarantee will continue to be effective or will be reinstated, if at any
time any holder of related preferred securities issued by the applicable Trust
is required to restore payment of any sums paid under the applicable preferred
securities or the guarantee.
GOVERNING LAW
The guarantees will be governed by the laws of the State of Ohio, including
any matters of interpretation under them.
DESCRIPTION OF CAPITAL SECURITIES
The following is a summary of the provisions of Ohio General Corporation
Law and Provident Financial's Articles of Incorporation and Code of Regulations
which govern the terms of Provident Financial's common stock.
COMMON STOCK
Our Articles of Incorporation authorize the issuance of 110,000,000 shares
of common stock. At September 30, 1999 approximately 4,000 record holders owned
the 42,680,758 outstanding shares, all of which are fully paid, validly issued
and non-assessable.
Holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders. Shareholders may
cumulate their votes when electing directors.
Holders of our common stock are entitled to share in the dividends that the
board of directors validly declares from legally available funds. If we
liquidate, holders of our common stock also are entitled to participate ratably
in the assets remaining after we pay our liabilities and preferred stock
liquidation preferences.
Holders of our common stock do not have preemptive rights or other rights
to subscribe for purchase additional shares of any class of stock or any other
securities of ours. Our common stock has no redemption or sinking fund
provisions. Approving amendments to the Articles of Incorporation, mergers,
reorganizations and similar transactions requires the vote of the holders of
two-thirds of all outstanding shares of our common stock. The Provident Bank
serves as Registrar and Transfer Agent for our common stock.
PREFERRED STOCK
Our Articles of Incorporation authorize 5,000,000 shares of preferred stock
which may be issued from time to time in series that have been designated
preferences, rights, qualifications and limitations that the board of directors,
in its sole discretion, may determine. The board of directors can give preferred
stock both voting and conversion rights which would affect the voting power and
equity of holders of our common stock. Preferred stock could also have
preference to our common stock with respect to dividend and liquidation rights.
The preferred stock could have the effect of acting as an anti-takeover device
to prevent a change of control of us. We have 70,272 shares of preferred stock,
designated as our Series D Preferred Stock, outstanding. Each share has a stated
and liquidation value of $100, is convertible into 14.0625 shares of our common
stock, and pays an annual dividend equal to the dividend payable on 14.0625
shares of our common stock.
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CERTAIN TAX CONSIDERATIONS
The applicable prospectus supplement with respect to each type of security
issued under this registration statement may contain a discussion of certain tax
consequences of an investment in the securities offered thereby.
PLAN OF DISTRIBUTION
We or the Trusts may offer the offered securities in one or more of the
following ways from time to time:
- to or through underwriters or dealers;
- by itself directly;
- through agents; or
- through a combination of any of these methods of sale.
The prospectus supplement relating to an offering of offered securities
will set forth the terms of such offering, including:
- the name or names of any underwriters, dealers or agents;
- the purchase price of the offered securities and the proceeds to us or
the Trusts from such sale;
- any underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation;
- the initial public offering price;
- any discounts or concessions to be allowed or reallowed or paid to
dealers; and
- any securities exchanges on which such offered securities may be listed.
Any initial public offering prices, discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in an offering of offered securities, such offered
securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be either offered to the public through
underwriting syndicates represented by one or more managing underwriters or by
one or more underwriters without a syndicate. Unless otherwise set forth in the
prospectus supplement, the underwriters will not be obligated to purchase
offered securities unless specified conditions are satisfied, and if the
underwriters do purchase any offered securities, they will purchase all offered
securities.
In connection with underwritten offerings of the offered securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions that stabilize, maintain or otherwise affect
the market price of the offered securities at levels above those that might
otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids, each of
which is described below.
- A stabilizing bid means the placing of any bid, or the effecting of any
purchase, for the purpose of pegging, fixing or maintaining the price of
a security.
- A syndicate covering transaction means the placing of any bid on behalf
of the underwriting syndicate or the effecting of any purchase to reduce
a short position created in connection with the offering.
- A penalty bid means an arrangement that permits the managing underwriter
to reclaim a selling concession from a syndicate member in connection
with the offering when offered securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
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These transactions may be effected through the Nasdaq National Market
system, or otherwise. Underwriters are not required to engage in any of these
activities, or to continue such activities if commenced.
If dealers are utilized in the sale of offered securities, we or the Trusts
will sell such offered securities to the dealers as principals. The dealers may
then resell such offered securities to the public at varying prices to be
determined by such dealers at the time of resale. The names of the dealers and
the terms of the transaction will be set forth in the prospectus supplement
relating to that transaction.
Offered securities may be sold directly by us or the Trusts to one or more
institutional purchasers, or through agents designated by us or the Trusts from
time to time, at a fixed price or prices, which may be changed, or at varying
prices determined at the time of sale. Any agent involved in the offer or sale
of the offered securities in respect of which this prospectus is delivered will
be named, and any commissions payable by us to such agent will be set forth, in
the prospectus supplement relating to that offering. Unless otherwise indicated
in such prospectus supplement, any such agent will be acting on a best efforts
basis for the period of its appointment.
If so indicated in the applicable prospectus supplement, we or the Trusts
will authorize agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase offered securities from us or the Trusts at
the public offering price set forth in such prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject only to those conditions set
forth in the prospectus supplement and the prospectus supplement will set forth
the commission payable for solicitation of such contracts.
Underwriters, dealers and agents may be entitled, under agreements with us,
to indemnification by us relating to material misstatements and omissions.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, us and our affiliates in the ordinary course of
business.
Each series of offered securities other than common stock will be a new
issue of securities and will have no established trading market. Any
underwriters to whom offered securities are sold for public offering and sale
may make a market in such offered securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. The offered securities may or may not be listed on a national securities
exchange. No assurance can be given that there will be a market for the offered
securities.
ERISA CONSIDERATIONS
Our subsidiaries provide services to several employee benefit plans.
Although the majority of these plans are employee-directed 401(k) plans, we and
any direct or indirect subsidiary of ours may each be considered a "party in
interest" within the meaning of the Employee Retirement Income Security Act of
1974, and a "disqualified person" under corresponding provisions of the Internal
Revenue Code of 1986, relating to some of these employee benefit plans.
"Prohibited transactions" within the meaning of ERISA and the Code may result if
any offered securities are acquired by an employee benefit plan to which we or
any direct or indirect subsidiary of ours is a party in interest, unless such
offered securities are acquired pursuant to an applicable exemption issued by
the U.S. Department of Labor. Any employee benefit plan or other entity to which
such provisions of ERISA or the Code apply proposing to acquire the offered
securities should consult with its legal counsel.
LEGAL MATTERS
Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, will act as legal
counsel to us and will pass upon the validity of any securities offered by this
prospectus and any applicable prospectus supplement. Certain matters of Delaware
law relating to each Trust will be passed upon for the Trusts and us by
Richards, Layton & Finger, P.A., Wilmington, Delaware. Unless otherwise stated
in a prospectus supplement, United States federal income taxation matters will
also be passed upon for us and the Trusts by Keating, Muething & Klekamp, P.L.L.
Members of Keating, Muething & Klekamp, P.L.L. participating in this engagement
own approximately 115,000 shares of our common stock. Counsel identified in the
applicable prospectus supplement will act as legal counsel to the underwriters.
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EXPERTS
The consolidated financial statements of Provident Financial Group, Inc.
appearing in Provident Financial's Annual Report (Form 10-K) for the year ended
December 31, 1998 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon and incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
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$75,000,000
PROVIDENT FINANCIAL GROUP, INC.
FLOATING RATE SUBORDINATED NOTES DUE 2005
----------------------------
PROSPECTUS SUPPLEMENT
SEPTEMBER 29, 2000
AS AMENDED OCTOBER 4, 2000
----------------------------
LEHMAN BROTHERS
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