As filed with the Securities and Exchange Commission
on September 22, 1995
1933 Act Registration No.: 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROVIDENT BANKSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1518642
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
114 East Lexington Street 21202
Baltimore, Maryland 21202 (Zip Code)
(410) 576-2842
(Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
PROVIDENT BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(Full title of the Plan)
Robert L. Davis, Esquire
Provident Bank of Maryland
114 East Lexington Street
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 576-2848
(Telephone number, including area code, of agent for service)
Copies to:
Frank S. Jones, Jr., Esquire
Whiteford, Taylor & Preston L.L.P.
7 St. Paul Street
Baltimore, Maryland 21202
<PAGE>
(Registration Cover Sheet Continued)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [X]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
Pursuant to 1933 Act Rule 429(b), the Prospectus forming a
portion of this Registration Statement constitutes a joint
Prospectus which also relates to the Registrant's prior
Registration Statement filed on SEC Form S-3 (1933 Act File No.:
33-73162).
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Title of Amount Aggregate Maximum
Shares to be to be Price Aggregate Amount of
registered registered Per Unit Offering Price Registration fee*
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per share 598,117 $30.25 $18,093,039 $6,239
</TABLE>
* Estimated pursuant to Rule 457(c) under the Securities Act
of 1933 based upon the average of the high and low price for
shares of the Registrant's Common Stock reported on NASDAQ as of
September 20, 1995 solely for the purpose of calculating the
registration fee. Pursuant to 1933 Act Rule 429(b), 26,883 shares
of the Registrant's Common Stock covered by the Prospectus forming
a portion of this Registration Statement have been previously
registered pursuant to 1933 Act File No.: 33-73162 and are being
carried forward to the Prospectus forming a portion of this
Registration Statement; $171.00 of the total registration fee has
been previously paid pursuant to 1933 Act File No.: 33-73162 and
is being carried forward.
<PAGE>
PROSPECTUS
PROVIDENT BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
625,000 Shares of Common Stock ($1.00 Par Value)
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Provident Bankshares Corporation (the "Corporation")
provides owners of shares of the Corporation's common stock, $1.00
par value (the "Common Stock"), with a convenient and economical
method of investing both cash dividends and optional cash payments
in additional shares of the Common Stock without payment of any
brokerage commissions or service charges. Under the Plan, a
Participant may acquire shares of the Common Stock from the
Corporation by: (i) reinvesting any cash dividends paid on shares
of the Common Stock; and/or (ii) making optional cash payments
subject to a minimum purchase amount of $100 and a quarterly
maximum purchase limit of $10,000 for each Investment Date (as
defined below), whether or not the Participant's dividends are
being reinvested. Participants, however, may invest amounts in
excess of the $10,000 quarterly limit with the prior approval of
the Corporation. See "Description of the Plan - Question 14."
The price to be paid for all shares of Common Stock acquired
from the Corporation under the Plan will be a price equal to the
Market Price (as defined below). The Plan also permits the
Corporation to offer, from time to time and in the exercise of its
discretion, a discount of up to 5% from the Market Price for such
shares, although no discount is currently offered. See
"Description of the Plan - Question 25." The same price will apply
both to the reinvestment of cash dividends and to optional cash
payments.
Stockholders previously enrolled in the Plan need not sign
and return a new Authorization Card in order to continue to
participate in the Plan. Stockholders not currently enrolled in
the Plan who now wish to enroll in the Plan should simply complete
the enclosed Authorization Card and return it in the envelope
provided.
This Prospectus relates to 625,000 authorized but unissued
shares of Common Stock to be issued pursuant to the Plan. It is
suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
(Prospectus Cover Sheet Continued)
No person is authorized to give any information or to make
any representation other than those contained or incorporated by
reference in this Prospectus and, if given or made, any such
information or representation must not be relied upon as having
been authorized by the Corporation. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Corporation since the date hereof.
The date of this Prospectus is September 22, 1995.
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<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "1934
Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Proxy statements, reports and other information
concerning the Corporation can be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Room 1204, 219 South
Dearborn Street, Chicago, Illinois 60604 and Room 1209, Jacob K.
Javits Federal Building, 26 Federal Plaza, New York, New York
10278. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. This
Prospectus does not contain all information set forth in the
Registration Statement on Form S-3 (together with all exhibits and
amendments, the "Registration Statement") which the Corporation
has filed with the Commission under the Securities Act of 1933, as
amended (the "1933 Act"), and to which reference is hereby made.
Any person to whom a copy of this Prospectus is delivered may
obtain, without charge, upon written or oral request, a copy of
any of the documents incorporated by reference herein, except for
the exhibits to such documents (unless such documents are
specifically incorporated by reference into such documents).
Requests for such copies should be directed to Office of the
Corporate Secretary, Provident Bankshares Corporation, 114 East
Lexington Street, Baltimore, Maryland 21202, Telephone (410) 576-
2848.
3
<PAGE>
September 22, 1995
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
All Stockholders should read the following information regarding
Bankshare's revised Dividend Reinvestment and Stock Purchase Plan.
I believe the Plan it describes is an excellent opportunity for
investors to increase their shareholdings in Provident Bankshares
Corporation and participate in the future performance of the Company.
TO THE STOCKHOLDERS OF PROVIDENT BANKSHARES CORPORATION:
I am pleased to send you the enclosed copy of our current
Dividend Reinvestment and Stock Purchase Plan, as revised through
September 22, 1995 (the "Plan"). Since amending the Plan in 1994
in order to increase Plan participation, the Plan has experienced
substantial growth which Management believes has been a
significant benefit to both Bankshares and its stockholders alike.
As in the past, the Plan continues to offer our stockholders a
convenient and economical way of both automatically investing cash
dividends and making optional cash investments in Provident
Bankshares Corporation (the "Corporation") Common Stock without
the payment of brokerage commissions, fees, or service charges.
Dividends will be reinvested on a quarterly basis as paid. Shares
will be purchased with optional cash deposits at 12 monthly
investment dates each year. Optional cash deposits may be made at
any time, but not less than $100 per payment nor total more than
$10,000 per calendar quarter, subject to waiver by the
Corporation.
You may enroll in the Plan by completing the enclosed
Authorization Card and returning it to Registrar and Transfer
Company, the Plan Administrator. If you do not wish to
participate in the Plan, you will continue to receive your
dividends when declared, by check. If you are already enrolled in
the Plan, you need not take any action to continue participating
in the Plan.
It is suggested that this description of the Plan be retained
for future reference.
I urge you to consider the advantages of this no-commission
method of investing in Provident Bankshares.
Sincerely,
Carl W. Stearn
Chairman of the Board
4
<PAGE>
Provident Bankshares Corporation
Provident Bankshares Corporation, a Maryland corporation (the
"Corporation"), is a bank holding company. The Corporation owns
all of the capital stock of Provident Bank of Maryland, a Maryland
trust company (the "Bank"), which is the principal subsidiary of
the Corporation.
The executive offices of the Corporation are located at 114
East Lexington Street, Baltimore, Maryland 21202 (telephone: 410-
576-2842).
Summary of Offering
This Prospectus relates to 625,000 authorized and unissued
shares of the Common Stock of the Corporation (the "Common Stock")
registered for sale under the Corporation's Dividend Reinvestment
and Stock Purchase Plan (the "Plan"). Pursuant to the terms and
conditions of the Plan, a Participant may purchase additional
shares of the Common Stock from the Corporation without payment of
any brokerage commission or service charges by reinvesting any
cash dividends paid on shares of the Common Stock, and/or making
optional cash deposits subject to a minimum purchase limit of $100
and a quarterly maximum purchase limit of $10,000. See
"Description of Plan - Question 14." The price per share of the
Common Stock purchased with any reinvested dividends and optional
cash deposits will be equal to the Market Price of such shares on
the relevant Investment Date. See "Description of Plan - Question
11" for the definitions of "Market Price" and "Investment Date."
Participants may invest amounts in excess of the $10,000
quarterly limit only with the prior approval of the Corporation,
granted pursuant to a written waiver request. The grant or denial
of such approval will be made by the Corporation in its sole
discretion and may be made on a uniform or selected basis. The
Corporation expects to base the determination of whether to grant
a waiver request based upon, among other factors, the then-current
market price for the Common Stock and its capital needs at the
time of any such requests. See "Description of Plan - Question
14" and "Plan of Distribution." Although the Plan allows the
Corporation to implement a discount feature from time to time
permitting the purchase of shares from the Corporation at a
discount from Market Price of up to 5%, no discount is currently
offered. The Corporation reserves the right from time to time to
implement, modify or eliminate a discount from Market Price with
respect to reinvested dividends or optional cash deposits, or
both. The Corporation expects to base any decision on the
implementation, modification or elimination of any discount
feature upon the then-current market price for the Common Stock,
the level of participation in the Plan, the nature and amount of
similar discounts offered by the dividend reinvestment plans of
other companies, the Corporation's capital needs and such other
factors as it deems appropriate under the circumstances. See
"Description of Plan - Question 25."
5
<PAGE>
Brokers, dealers and other financial intermediaries may
participate in the Plan. If the Corporation implements a discount
feature in the future, it is possible that such financial
intermediaries may engage in short-term positioning transactions
in order to profit from the discount feature through the purchase
of shares at the discount from the Market Price and the sale of
such shares at full market price. Such financial intermediaries
may also engage in similar activities with regards to the dividend
reinvestment features, since the Plan contains no dollar
limitation on the amount of dividends reinvested. Financial
intermediaries engaging in such resale activities may be deemed to
be underwriters under the Securities Act of 1933. From March 11,
1994, the date of the inception of the 5% discount from Market
Price, through September 30, 1994, the date the 5% discount was
discontinued, the Corporation received a total of 58 requests from
different individual stockholders for waivers of the $10,000
maximum purchase limit. Of such requests, the Corporation granted
52 requests covering purchases totaling $2,520,000. Since
discontinuing the discount feature on October 1, 1994 and
continuing through the date of this Prospectus, the Corporation
has received no requests for waivers of the $10,000 maximum
purchase limit and the Corporation does not know of any pending
waiver requests. While requests for such waivers may occur in the
future and the Corporation anticipates that such requests will be
made, no assurance can be given that any such requests will be
received. The Corporation has no arrangements, formal or
informal, with any stockholders relating to the acquisition or
distribution of any shares under the Plan. See "Description of
Plan - Question 25" and "Plan of Distribution".
Stockholders receiving waivers of the $10,000 maximum
purchase limit, particularly where the dollar amount of the waiver
permits the purchase of a substantial number of shares of the
outstanding Common Stock and the shares so purchased are held for
a relatively short period, may be deemed to be underwriters under
the Securities Act of 1933. See "Plan of Distribution."
Description of the Plan
The following, in question and answer form, are the
provisions of the Plan which has been authorized by the
Corporation's Board of Directors. Those holders of Common Stock
who do not wish to participate in the Plan will continue to
receive cash dividends, if and when declared, by check.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the Corporation's
stockholders with a convenient and economical way of investing cash
dividends and making optional cash investments in issued shares of Common
Stock, without the payment of brokerage commissions, fees or service charges.
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<PAGE>
Principal Features
2. What are the principal features of the Plan?
The Plan provides for:
(bullet) The reinvestment of dividends on shares of Common Stock at the
Market Price for all shares purchased from the Corporation and
without any charge for brokerage commissions, fees, or service
charges.
(bullet) The investment of optional cash deposits, up to specified
limits, in Common Stock at the Market Price for all shares
purchased from the Corporation and without any charge for
brokerage commissions, fees, or service charges.
(bullet) No interest will be paid on optional cash deposits pending
their actual investment. Once received by the Plan
Administrator, optional cash deposits will not be returned to
a Participant, unless requested by the Participant in writing.
Both the actual number of shares purchased pursuant to an
optional cash deposit and the precise purchase price therefor
will not be known until the Plan Administrator notifies the
Participant following the actual date of purchase.
(bullet) The investment of the full amount of all dividends and
optional cash deposits, since the Plan provides for the
purchase of fractional shares.
(bullet) The avoidance of cumbersome safekeeping requirements and
record keeping costs for all shares accumulated in the Plan
through the free custodial service and reporting provisions of
the Plan.
Participation
3. Who is eligible to participate in the Plan?
Holders of Common Stock may participate in the Plan if they
qualify as either one of the following: (a) Corporation
stockholders whose shares of Common Stock are registered on the
stock transfer book of the Corporation in their own names
("Registered Owners"); or (b) Corporation stockholders who
beneficially own shares of Common Stock that are registered in a
name other than their own (i.e., in the name of a broker, bank or
other nominee) ("Beneficial Owners"). While Registered Owners may
participate directly in the Plan, Beneficial Owners must either
become Registered Owners by having such shares transferred into
their own names or make arrangements with their broker, bank or
other nominee to participate on their behalf. See Questions 4, 6
and 13.
7
<PAGE>
4. How does an eligible stockholder participate in the Plan?
A Registered Owner may join the Plan simply by signing the
Authorization Card and returning it to the Plan Administrator. A
return envelope is provided for this purpose.
Beneficial Owners who wish to join the Plan must instruct
their broker, bank or other nominee to complete and sign the
Authorization Card and return it to the Plan Administrator. In
certain situations, major securities depositories, such as The
Depository Trust Company (using its nominee Cede & Co.), which are
in the business of safekeeping stock certificates for their
participants, will be the Registered Owners of shares of Common
Stock on the Corporation's stock transfer records. Such
depositories hold securities in the name of a nominee for the
account of their participants, usually brokers, banks, nominees or
other financial intermediaries which, in turn, hold such shares
for the ultimate benefit of their customers, who are the
Beneficial Owners of such shares. In such cases, to participate
in the optional cash deposit feature of the Plan, a Broker and
Nominee Form (a "B&N Form") must also be provided to the Plan
Administrator on behalf of such Beneficial Owners. See Questions
6 and 13.
5. When may a stockholder join the Plan?
An eligible stockholder may join the Plan at any time. If an
Authorization Card specifying reinvestment of dividends is
received by the Plan Administrator on or before the record date
established for payment of a particular dividend, reinvestment
will commence with that dividend payment. If the Authorization
Card is received after that date, the reinvestment of dividends
will begin with the next dividend payment date.
Cash dividends are generally payable after the close of each
quarter, during mid-May, August, November and February. The
dividend record date for determining stockholders entitled to
receive dividends precedes the dividend payment date by
approximately 11 days. While the Corporation currently expects to
continue its policy of paying quarterly cash dividends, the
declaration and payment of dividends is at all times within the
sole discretion of the Board of Directors and subject to
regulatory, financial and other considerations. Accordingly,
there can be no assurance that dividends on the Common Stock will
not be reduced or eliminated in future periods.
If an Authorization Card specifying the optional cash deposit
feature is received by the Plan Administrator on or before the
record date established for a particular Optional Investment Date,
the optional cash deposit so selected will occur on such Optional
Investment Date, or as soon thereafter as practical, as determined
by the Plan Administrator in the case of open market purchases.
If the Authorization Card is received after that date, the
optional cash deposit will be invested on the next Optional
Investment Date, or as soon thereafter as practical, as determined
by the Plan Administrator in the case of open market purchases.
The record date for optional cash deposits is the first business
day of the month in which the Optional Investment Date occurs.
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<PAGE>
Written requests for Authorization Cards and B&N Forms,
delivery of optional cash deposits and requests to terminate
participation in the Plan should all be directed to the Plan
Administrator at:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
Attn: Provident Dividend Reinvestment and
Stock Purchase Plan
or call (800) 368-5948
6. What does the Authorization Card provide?
The Authorization Card allows you to indicate how you wish to
participate in the Plan by checking the appropriate box. You may
indicate whether you want to reinvest dividends paid on all shares
of Common Stock registered in your name with the option of
purchasing stock with optional cash deposits, or you may
participate in the Plan by making optional cash deposits only. If
you elect to participate in the Plan's dividend reinvestment
feature, all dividends declared on your Common Stock will be
reinvested, since the reinvestment of only a portion of dividends
is not permitted under the Plan.
The Authorization Card is designed to be used by Registered
Owners for either or both the reinvestment of dividends and for
optional cash deposits. In addition, the Authorization Card may
be used by a broker, bank or other nominee as owner of record on
behalf of a Beneficial Owner for both the reinvestment of
dividends and, subject to the requirements of the following
sentence relating to certain entities using share depository
services, optional cash deposits. However, if a broker, bank or
other nominee holds shares of a Beneficial Owner in the name of a
major securities depository, the Authorization Card may be used
solely for the reinvestment of dividends, and optional cash
deposits must be made through the use of a separate B&N Form. A
B&N Form must be delivered to the Plan Administrator each time
that such broker, bank or other nominee transmits optional cash
deposits on behalf of a Beneficial Owner. B&N Forms will be
furnished at any time upon request to the Plan Administrator at
the address or telephone number specified in Question 5.
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<PAGE>
If an Authorization Card is properly signed and returned to
the Plan Administrator but either no box is checked or no clear
participation election is otherwise made, you will be deemed to
have elected to participate in both the dividend reinvestment and
optional cash deposit features of the Plan.
7. May a Participant change his or her method of participation
after enrollment?
If a Participant initially elects to participate only in the
optional cash deposit feature but later wishes also to enroll in
the dividend reinvestment feature, an additional Authorization
Card must be executed and returned to the Plan Administrator. If
a Participant initially elects to participate in the dividend
reinvestment feature but later decides to participate in the
optional cash deposit feature only, a new Authorization Card (and
possibly a B & N Form - See Question 6) must be executed and
returned to the Plan Administrator, and these materials must be
received no later than a particular dividend's record date in
order to stop the reinvestment of the corresponding dividend.
Administration
8. Who administers the Plan for Participants?
Registrar and Transfer Company (the "Plan Administrator")
administers the Plan for Participants, arranges for the custody of
share certificates, keeps records, sends statements of account to
Participants, and performs other duties relating to the Plan.
Costs
9. Are there any expenses to Participants in connection with
their participation in the Plan?
Participants will incur no brokerage commissions, fees, or
service charges for any purchases made under the Plan. All costs
of administration of the Plan will be paid by the Corporation.
Purchases
10. How many shares of Common Stock will be purchased for
Participants?
If you become a Participant in the Plan, the number of shares
to be purchased depends on the amount of your dividends or
optional cash deposits, or both, and the applicable Market Price
of the Common Stock. Your Plan account will be credited with that
number of shares, including fractions computed to four decimal
places, equal to the total amount to be invested divided by the
purchase price per share.
11. When and at what price will shares of Common Stock be
purchased under the Plan?
10
<PAGE>
The Plan Administrator will invest all funds for the
Participants in shares of the Corporation's Common Stock. With
respect to purchases made directly from the Corporation, dividends
will be reinvested on the quarterly dividend payment dates (each a
"Dividend Investment Date") and optional cash deposits will be
invested monthly on the last business day of each month (each an
"Optional Investment Date"). With respect to open market
purchases of both reinvested dividends and optional cash deposits,
purchases will be made as soon after the relevant Investment Date
as practical, as determined by the Plan Administrator.
In the event that shares are purchased on the open market,
the Plan Administrator may acquire such shares on any securities
exchange on which the Common Stock is then traded, in the over-
the-counter market or in privately negotiated transactions and
such transactions may be subject to such terms with respect to
price, delivery, etc. to which the Corporation may agree. Neither
the Corporation nor any Participant shall have any authority or
power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or
from whom any such purchases are made.
Participants will become owners of the shares purchased for
them under the Plan on the date on which shares are purchased.
However, for Federal income tax purposes, the holding period will
commence on the following day.
As of the date of this Prospectus, the price of shares of
Common Stock purchased from the Corporation with reinvested
dividends and with optional cash deposits will be equal to the
average daily high and low of the Common Stock, computed to three
decimal places as reported by the NASDAQ National Market System
and published in The Wall Street Journal (the "Market Price") for
the 12 Trading Days in the relevant Pricing Period. A "Trading
Day" means a day on which trades in the Common Stock are reported
by NASDAQ. The "Pricing Period" means the 12 Trading Days
immediately prior to the Dividend Investment Date or the Optional
Investment Date, as the case may be. The Corporation may, from
time to time and in the exercise of its discretion, implement a
discount feature permitting the purchase under the Plan of shares
from the Corporation at a discount from Market Price of up to 5%.
The price per share of Common Stock purchased other than from
the Corporation will be the weighted average purchase price of all
shares purchased by the Plan Administrator on the applicable
purchase date.
11
<PAGE>
12. Will certificates be issued for shares of stock purchased
under the Plan?
Unless requested by a Participant, certificates for shares of
Common Stock purchased under the Plan will not be issued. All
shares purchased will be held by the Plan Administrator or its
nominee for the benefit of Plan Participants. The number of
shares purchased for your account under the Plan will be shown on
your statement of account. This feature protects against loss,
theft, or destruction of stock certificates.
Certificates for any number of whole shares credited to your
account under the Plan will be issued within 30 days of receipt of
your written request or of your withdrawal from the Plan. Any
remaining whole shares and fractional shares will continue to be
credited to your account. Certificates for fractional shares will
not be issued under any circumstances.
13. Who will be eligible to make optional cash deposits?
All Registered Owners and all Beneficial Owners, except for
certain brokers, banks and other nominees (discussed below), who
have submitted signed Authorization Cards indicating their
intention to participate in this feature of the Plan are eligible
to make optional cash deposits during any month. Each month the
Plan Administrator will apply any optional cash deposit for which
good funds are timely received to the purchase of shares of Common
Stock for the account of the Participant on the next relevant
Investment Date, or as soon thereafter as practical, as determined
by the Plan Administrator in the case of open market purchases.
See Question 11. In order for funds to be invested on or about
the next Investment Date, the Participant's check or money order
must have been received by the Plan Administrator and such funds
must have cleared no later than the business day immediately
preceding the relevant Investment Date. Funds received too late
for investment on any given Optional Investment Date will be
applied automatically to the purchase of Common Stock on the next
following Optional Investment Date. Checks and money orders are
accepted subject to timely collection as good funds and
verification of compliance with the terms of the Plan. Checks
returned for any reason will not be resubmitted for collection.
An initial optional cash deposit may be made by a Participant
when enrolling by enclosing a check or money order with the
Authorization Card. Checks or money orders should be made payable
to "Registrar and Transfer Company, Administrator" and returned
along with the Authorization Card in the envelope provided.
Thereafter, optional cash deposits may be made at any time by
sending them to Registrar and Transfer Company at the address
indicated in Question 5. Please include your Plan account number
on your check or money order and on any correspondence with
respect to the Plan. While optional cash deposits may be made at
any time, good funds must be on deposit with the Plan
Administrator no later than the business day before the relevant
Investment Date to be invested on such date. Accordingly, in
order to ensure that this requirement is satisfied, it is
recommended that checks or money orders be sent so as to be
received at least 5 business days before an Optional Investment
Date. NO INTEREST WHATSOEVER WILL BE PAID ON THESE DEPOSITS. A
Participant may obtain the return of any optional cash deposit by
written notice to and received by the Plan Administrator no later
than 3 business days before the relevant Investment Date.
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<PAGE>
A broker, bank or other nominee, as holder of shares of
Common Stock on behalf of a Beneficial Owner, may utilize the
Authorization Card for optional cash deposits, unless such entity
holds the shares in the name of a major securities depository. If
a broker, bank or other nominee holds shares of a Beneficial Owner
in the name of a major securities depository, optional cash
deposits must be made through the use of the B&N Form. See
Questions 4 and 6.
In order for payments to be invested on the Optional
Investment Date, in addition to the receipt of good funds no later
than the business day immediately preceding the relevant
Investment Date, the Plan Administrator also must be in receipt of
an Authorization Card or a B&N Form, as appropriate, as of the
related record date. In the event all of such materials are not
received on the dates required for a particular Optional
Investment Date, the deposit will be applied towards the next
Optional Investment Date immediately thereafter. Optional cash
deposits will be accepted by the Corporation only if the
Corporation, in its sole judgment, determines that all necessary
materials have been provided as required herein and that such
materials establish that the person on whose behalf such materials
were submitted is eligible to participate in the Plan. See
Questions 4 and 6.
14. What are the limitations on making optional cash deposits?
Optional cash deposits may be made at any time. The same
amount of money need not be sent each month and you are under no
obligation to make an optional cash deposit at any time. An
optional cash deposit must be at least $100 in amount, and
payments on behalf of any Participant may not aggregate to more
than $10,000 in any calendar quarter. For purposes of this
limitation, all Plan accounts controlled by a Participant will be
aggregated, as determined by the Corporation. Participants may,
however, invest amounts in excess of the $10,000 maximum purchase
limit with the prior approval of the Corporation. The grant or
denial of waivers will be made by the Corporation in its sole
discretion and on either a uniform or selected basis. In
considering any requests for a waiver of the $10,000 maximum
quarterly purchase limit, the Corporation will consider the then-
current market price for the Common Stock, the identity of the
party requesting the waiver, the Corporation's capital needs, and
such other factors as it deems relevant under the circumstances.
Requests for such prior approval must be received by Robert L.
Davis, Corporate Secretary, at (410) 576-2848 prior to the
beginning of any relevant Pricing Period.
13
<PAGE>
Reports to Participants
15. What kinds of reports will be sent to Participants in the
Plan?
Participants will receive a statement of account for each
month in which a purchase or reinvestment was made. Each
statement will contain the date of purchase or reinvestment, the
amount purchased or reinvested, the applicable purchase price per
share, the number of shares acquired, and the total number of
shares held after such acquisition. These statements will provide
a record of the cost of purchases under the Plan and should be
retained for tax purposes. In addition, each Participant will
receive copies of all communications sent to stockholders and all
required income tax information.
Dividends
16. Will Participants be credited with dividends on shares held
in their accounts under the Plan?
Yes. Dividends paid with respect to all shares and fractions
of a share held in a Participant's account will be automatically
reinvested in additional shares.
Discontinuation of Dividend Reinvestment
17. How does a Participant discontinue the reinvestment of
dividends under the Plan?
A Participant may discontinue the reinvestment of dividends
under the Plan by notifying the Plan Administrator in writing.
Any notice of discontinuation received less than 15 days prior to
a dividend record date will not be effective until dividends paid
for such record date have been reinvested and the shares credited
to the Participant's Plan account.
Participants who wish to discontinue participation may: (a)
discontinue the automatic dividend reinvestment feature, while
continuing to participate in the optional cash deposit feature; or
(b) withdraw completely from the Plan (both dividend reinvestment
and optional cash deposits).
Sale and Withdrawal of Shares in Plan Accounts
18. How may a Participant sell or withdraw shares purchased under
the Plan?
Because neither the Corporation nor the Plan Administrator
have any control or influence over the sale of any shares of a
Participant's Common Stock acquired under the Plan, any
Participant wishing to sell any Plan shares must first withdraw
such shares from his or her Plan account.
14
<PAGE>
A stockholder who has purchased shares of Common Stock under
the Plan may withdraw all or a portion of such shares from his or
her Plan account by notifying the Plan Administrator in writing to
that effect and specifying in the notice the number of shares to
be withdrawn. Certificates for whole shares of Common Stock so
withdrawn will be registered in the name of and issued to the
Participant. Certificates representing fractional shares will not
be issued.
19. What happens to any fractional share when a Participant
withdraws all shares from the Plan?
Any fractional share withdrawn will be liquidated at the then
current Market Price of the Common Stock. The proceeds from the
sale of any fractional share together with certificates for whole
shares will be mailed directly to the withdrawing Participant by
the Plan Administrator.
20. What happens to a Participant's Plan account if all shares
held by the Participant are transferred or sold?
If you dispose of all shares of Common Stock registered in
your name, the Plan Administrator will, unless you also withdraw
all shares held in your account under the Plan, continue to be
authorized to reinvest the dividends or remit cash dividends on
the shares held in your Plan account.
Other Information
21. What happens if the Corporation has a Common Stock rights
offering, issues a stock dividend, or declares a stock split?
All rights to purchase additional shares of the Corporation's
Common Stock or other securities with respect to shares held in
Participants' accounts will be sold by the Plan Administrator as
soon as practical, and the resulting proceeds, excluding fees and
charges, will be used to purchase additional shares of Common
Stock as if the proceeds were received as an optional cash
deposit. Any rights issued with respect to shares held outside of
the Plan will be issued either to the Participant directly, in the
case of shares registered in a Participant's own name, or to its
nominee, in the case of shares held in street name.
Any stock dividend or shares resulting from stock splits with
respect to full shares and fractional shares credited to
Participants' accounts will be automatically added to their Plan
accounts. Any stock dividend or shares resulting from stock
splits with respect to shares held outside of the Plan will be
mailed either to the Participant directly, in the case of shares
registered directly in a Participant's own name, or to its
nominee, in the case of shares held in street name.
15
<PAGE>
Accordingly, Participants who wish either to have the
opportunity to exercise any rights that may be offered by the
Corporation with respect to its Common Stock or to receive
directly any shares resulting from a stock dividend or stock split
should not leave their certificates with the Plan Administrator,
but rather should request that certificates be issued to them
prior to the record date for the issuance of such rights or the
declaration of such dividend or split. See Question 18.
22. How will a Participant's Plan shares be voted at a meeting of
stockholders?
All shares credited to a Participant's account under the Plan
will be voted as directed, either in person or by proxy. If, on
the record date for a meeting of stockholders there are shares
credited to a Participant's account, the Participant will be sent
the proxy material for that meeting which will show the number of
shares registered in the Participant's name together with the
shares credited to the Participant's account, including fractions
of a share calculated to four decimal places. If the Participant
returns a fully marked and executed proxy, it will be voted with
respect to all shares credited to the Participant or, if the
Participant elects, the Participant may vote all such shares in
person at the stockholders' meeting. If the Participant returns
an executed but unmarked proxy, it will be voted with respect to
all shares credited to the Participant at the discretion of the
attorney-in-fact appointed in the proxy. If the Participant fails
to return an executed proxy, the Participant's shares will not be
voted unless voted in person at the stockholders' meeting.
23. What are the Federal income tax consequences of participation
in the Plan?
For reinvested dividends, Participants will be treated for
Federal income tax purpose as having received, on the date the
dividend is paid, a cash dividend in an amount equal to the fair
market value on that date of the shares acquired with reinvested
dividends. Such shares will have a tax basis equal to the same
amount.
For optional cash deposits, Participants will be deemed to
have received a cash dividend on the Optional Investment Date
equal to the excess, if any, of the fair market value of the
shares on the Optional Investment Date over the amount of the
optional cash deposit. The tax basis of the shares will be equal
to the sum of the cash payment plus the amount of the deemed cash
dividend, if any.
For Federal income tax purposes, the fair market value of
shares acquired from the Corporation either through reinvested
dividends or optional cash deposits will be 100% of the average of
the daily high and low prices of the Common Stock as reported by
the NASDAQ National Market System on the date the dividend is paid
in the case of reinvested dividends or on the Optional Investment
Date in the case of optional cash deposits. In the case of shares
purchased other than from the Corporation, the fair market value
of each share shall be the average price of all shares purchased
on the applicable purchase date.
16
<PAGE>
To the extent the Corporation pays brokers' or other sales
commissions on its purchase of any Plan shares acquired other than
directly from the Corporation, a Participant will be deemed to
have received an additional distribution from the Corporation for
Federal income tax purposes in an amount equal to the
proportionate amount of such commissions attributable to the
actual number of Plan shares acquired by such Participant, as
determined on a proportionate basis with regard to all Plan shares
so acquired. The amount of such costs allocated to a Participant
should be added to the tax basis of the shares to which they
relate.
To the extent distributions by the Corporation to its
stockholders are treated as made from the Corporation's earnings
and profits, the distributions will be dividends taxable as
ordinary income. The Corporation has sufficient earnings and
profits so that participating stockholders can expect that the
full amount of any distribution under the Plan will be taxable as
a dividend. The entire amount of any dividend realized by
corporate Participants will be eligible for any dividends-received
deduction available under the Internal Revenue Code. In the case
of stockholders whose taxable income under the Plan is subject to
Federal income tax withholding (including foreign stockholders and
stockholders subject to backup withholding), the Plan
Administrator will make reinvestments net of the amount of tax
required to be withheld. Regular statements of account confirming
purchases made for foreign Participants will indicate the amount
of tax withheld.
A Participant will recognize gain or loss when fractional
shares are sold or exchanged on behalf of the Participant. The
amount of such gain or loss will be the difference between the
amount the Participant receives for the fractional shares and the
Participant's tax basis in such shares. The holding period for
shares acquired through the Plan will begin on the day after such
shares are purchased.
The foregoing summary of the income tax consequences of
participation in the Plan is based upon an interpretation of
current Federal income tax law and not intended to be exhaustive
and should not be relied upon as such.
For more complete information as to the tax consequences of
both participation in the Plan and the sale of shares received
under the Plan, including state income tax (and non-income tax,
such as transfer tax) consequences, Participants should consult
their own tax advisors.
17
<PAGE>
24. What is the responsibility of the Plan Administrator?
The Plan Administrator receives the Participant's dividend
payments and optional cash deposits, invests these amounts in
additional shares of the Corporation's Common Stock, maintains
continuing records of each Participant's account, and advises
Participants as to all transactions in and the status of their
accounts. The Plan Administrator acts in the capacity of agent
for the Participants.
All notices from the Plan Administrator to a Participant will
be addressed to the Participant's address of record with the Plan
Administrator. The mailing of a notice to a Participant's address
of record will satisfy the Plan Administrator's duty of giving
notice to each Participant. Therefore, Participants should
promptly notify the Plan Administrator of any change in address.
Neither the Plan Administrator, its agent, nor the
Corporation shall have any responsibility beyond the exercise of
ordinary care for any reasonable and prudent actions taken or
omitted pursuant to the Plan including, without limitation, any
claim for liability arising out of failure to terminate a
Participant's account upon a Participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death
or adjudicated incompetency, nor shall they have any duty,
responsibility or liability except as are expressly set forth in
the Plan. This limitation of liability shall not limit the right
of any Participant to institute legal proceedings or take other
action for any alleged violation of Federal securities laws.
The Plan Administrator assumes no responsibility with respect
to the preparation or content of this description.
The Participant should recognize that neither the Corporation
nor the Plan Administrator can provide any assurance that shares
purchased under the Plan will, at any particular time, be worth
more or less than their purchase price, and the Corporation shall
not be liable with respect to the prices at which shares are
purchased.
All aspects of the Plan, including the optional cash deposits
feature, shall be governed by the laws of the State of Maryland.
25. May the Plan be changed or discontinued?
While the Corporation hopes to continue the Plan
indefinitely, the Corporation reserves the right to modify,
suspend or terminate the Plan at any time. In particular, the
Corporation reserves the right, from time to time and in the
exercise of its discretion, to implement, modify or eliminate a
discount of up to 5% from Market Price with respect to either
reinvested dividends or optional cash deposits, or both, based
upon the then-current market price for the Common Stock, the level
of participation in the Plan, the nature and amount of similar
discounts offered by the dividend reinvestment plans of other
companies, the Corporation's capital needs and such other factors
as it deems appropriate under the circumstances. Participants
will be notified promptly of any material modification, suspension
or termination of the Plan. The effective date of any such
modification, suspension or termination shall be stated in the
Corporation's notice and shall not be earlier than the date of
such notice.
18
<PAGE>
In addition, the Corporation and the Plan Administrator also
reserve the right to terminate or otherwise limit any
Participant's participation in the Plan at any time for any reason
whatsoever including, without limitation, engagement in arbitrage-
related activities, trading, transactional profit activities or
excessive Plan joinings and terminations which may cause
aberrations in the price or trading volume of the Corporation's
Common Stock, pose an undue administrative hardship on either the
Plan Administrator or the Corporation, or otherwise be
inconsistent with the purposes of the Plan. Finally, the
Corporation may adopt rules and procedures for the administration
of the Plan, interpret the provisions of the Plan, and make any
determinations thereto it deems necessary. Any such rules,
procedures, interpretations and determinations shall be final and
binding for all purposes.
CAPITAL STOCK
Common Stock
The Corporation is authorized to issue 30,000,000 shares of
Common Stock, par value $1.00 per share, of which 7,804,019 shares
were outstanding and 228,066 shares were held in the treasury of
the Corporation on July 25, 1995. The Common Stock is traded on
NASDAQ's National Market System.
Subject to the prior rights of holders of any Preferred Stock
then outstanding, holders of Common Stock are entitled to receive
such dividends as may from time to time be declared by the
Corporation's Board of Directors. Although the Plan currently
contemplates the continuation of quarterly dividend payments, the
payment of future dividends will depend upon future earnings, the
financial condition of the Corporation, and other factors.
Subject to the voting rights of holders of any Preferred
Stock then outstanding, as such voting rights may be fixed by the
Corporation's Board of Directors, holders of Common Stock are
entitled to vote at the rate of one vote per share for the
election of directors and upon all other matters which may be
submitted to a vote of stockholders. The shares of Common Stock
do not have cumulative voting rights in the election of directors.
In the event of liquidation, subject to the rights of holders of
any Preferred Stock then outstanding, holders of Common Stock are
entitled to receive pro rata any assets distributable to Common
Stock holders in respect of shares held by them. The Common Stock
does not have any conversion rights or redemption or sinking fund
provisions applicable to it and there is no contractual
restriction on the repurchase of shares of Common Stock by the
Corporation. Holders of Common Stock do not have preemptive
rights to subscribe to any additional securities which may be
issued by the Corporation.
19
<PAGE>
The shares of Common Stock issued and outstanding are fully
paid and are not liable to further calls or assessments.
Preferred Stock
The Corporation is authorized to issue 5,000,000 shares of
Preferred Stock, $1.00 par value. As of the date of this
Prospectus, no shares of Preferred Stock have been issued.
The Board of Directors of the Corporation is authorized to
issue Preferred Stock in one or more series for such consideration
as it may deem advisable. The Board of Directors is further
authorized, without stockholder approval, to classify or
reclassify any unissued shares of stock of any class by fixing or
altering the preferences, rights, voting powers, restrictions and
qualifications of, the dividends on, the times and prices of
redemption of, and the conversion rights of, such shares of stock.
The Board of Directors, without stockholder approval, can issue
Preferred Stock with voting and conversion rights which could
adversely affect the voting powers of holders of the Common Stock.
PLAN OF DISTRIBUTION
All shares of Common Stock available to be acquired under the
Plan are being sold either directly by the Corporation or acquired
through purchases made on the over-the-counter market on which
such shares trade. The Plan does not limit the aggregate amount
of cash dividends which an individual or institute may reinvest.
The Plan allows an individual or institution to make one or more
optional cash deposits in any quarter which do not exceed $10,000,
which amount may be waived by the Corporation, upon advance
request and in the exercise of its sole discretion.
The Corporation may sell Common Stock under the Plan to
owners of shares including brokers, dealers and other financial
intermediaries. If the Corporation implements a discount feature
permitting the discounted acquisition of shares acquired from the
Corporation, it is possible that certain financial intermediaries
may engage in short-term buying and selling activities in order to
profit from the discount feature through the purchase of Common
Stock at the discount from the Market Price and the sale of such
shares at full market price. Such financial intermediaries may
also engage in similar activities with regards to the dividend
reinvestment feature, since the Plan contains no dollar limitation
on the amount of dividends reinvested. The Corporation does not
endorse these practices which may generate some volatility in the
trading volume and possibly the price of the shares of its Common
Stock.
20
<PAGE>
The Corporation has not entered into any formal or informal
arrangements with any brokers, dealers or other financial
intermediaries regarding their participation in the Plan.
Individuals or entities engaged in significant purchases and
resales of Common Stock may be considered "underwriters" as that
term is defined in the 1933 Act. Acting as an underwriter may
give rise to disclosure obligations and other liabilities under
the 1933 Act. Additionally, the difference between the price such
owners pay to the Corporation for any shares of Common Stock
acquired under the Plan directly from the Corporation, after
deduction of the applicable discount from the Market Price (if
any), and the price at which such shares are resold, may be deemed
to constitute underwriting commissions received by such owners in
connection with such transactions.
Currently, the Plan offers no discount feature. From March
11, 1994, the date of the inception of the 5% discount from Market
Price, through September 30, 1994, the date the 5% discount was
discontinued, the Corporation received a total of 58 requests from
different individual stockholders for waivers of the $10,000
maximum purchase limit. Of such requests, the Corporation granted
52 requests covering purchases totaling $2,520,000. Since October
1, 1994 and continuing through the date of this Prospectus, the
Corporation has received no requests for waivers of the $10,000
maximum purchase limit and knows of no pending waiver requests.
While requests for such waivers may occur in the future and the
Corporation anticipates that such requests will be made, no
assurance can be given that any such requests will be received.
USE OF PROCEEDS
In the event that shares of Common Stock are acquired from
the Corporation, the net proceeds from such sales will be added to
the Corporation's treasury and will be used for general corporate
purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (1934 Act
File No. 0-16421) pursuant to the 1934 Act are incorporated herein
by reference:
(a) The Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994;
(b) The Corporation's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1995 and June 30, 1995;
21
<PAGE>
(c) Description of the Common Stock contained in the
Corporation's Registration Statement on Form 10 (Registration No.
0-16421), and any amendments thereto; and
(d) All other documents filed by the Corporation with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act subsequent to the date of this Prospectus and prior to
the termination of the offering of Common Stock offered hereby.
VALIDITY OF SECURITIES
The validity of the Common Stock offered hereby will be
passed upon for the Corporation by Whiteford, Taylor & Preston
L.L.P., 7 St. Paul Street, Baltimore, Maryland 21202.
EXPERTS
The consolidated financial statements of Provident Bankshares
Corporation incorporated by reference in this Prospectus and the
related Registration Statement on SEC Form S-3, have been
incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, on the authority of that firm as
experts in accounting and auditing.
INDEMNIFICATION
Both Article ELEVENTH of the Corporation's Articles of
Incorporation and Article VIII, Section 1 of its By-Laws provide
that directors and officers of the Corporation are to be
indemnified to the fullest extent permitted by the Maryland
General Corporation Law.
Section 2-418 of the Corporations and Associations Article of
the Annotated Code of Maryland contains detailed provisions on
indemnification of directors and officers of a Maryland
corporation against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred in connection with a
proceeding. Generally, a Maryland corporation may indemnify a
director or officer in connection with a proceeding if the
individual's conduct meets certain standards, and must indemnify
the director or officer in certain circumstances.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the Corporation pursuant to the foregoing provisions,
it is the opinion of the Commission that such indemnification is
against public policy as expressed in the 1933 Act and is
therefore unenforceable.
22
<PAGE>
SCHEDULE A
LIST OF IMPORTANT DATES (ESTIMATED) IN 1995 AND 1996
FOR COMMON STOCK PURCHASED FROM THE CORPORATION UNDER THE PLAN
OPTIONAL CASH DEPOSITS
Set forth below is a listing of the expected important dates
relating to Optional Investment Dates occurring during 1995 and
1996.
<TABLE>
<CAPTION>
Pricing Period
Commencement Date
Optional Cash (Month's Last Optional Cash Optional
Record Date: 12 Trading Days): Payment Due Date: Investment Date:
<S> <C> <C> <C>
1995:
September 1, 1995 September 14, 1995 September 28, 1995 September 29, 1995
October 2, 1995 October 16, 1995 October 30, 1995 October 31, 1995
November 1, 1995 November 15, 1995 November 29, 1995 November 30, 1995
December 1, 1995 December 14, 1995 December 28, 1995 December 29, 1995
1996:
January 1, 1996 January 16, 1996 January 30, 1996 January 31, 1996
February 1 1996 February 14, 1996 February 28, 1996 February 29, 1996
March 1, 1996 March 14, 1996 March 28, 1996 March 29, 1996
April 1, 1996 April 15, 1996 April 29, 1996 April 30, 1996
May 1, 1996 May 16, 1996 May 30, 1996 May 31, 1996
June 3, 1996 June 13, 1996 June 27, 1996 June 28, 1996
July 1, 1996 July 16, 1996 July 30, 1996 July 31, 1996
August 1, 1996 August 15, 1996 August 29, 1996 August 30, 1996
September 2, 1996 September 13, 1996 September 27, 1996 September 30, 1996
October 1, 1996 October 16, 1996 October 30, 1996 October 31, 1996
November 1, 1996 November 14, 1996 November 28, 1996 November 28, 1996
December 2, 1996 December 16, 1996 December 27, 1996 December 30, 1996
</TABLE>
Summary Optional Cash Deposit Information
(bullet) The record date for optional cash deposits is the first
business day of the month in which the related Optional
Investment Date occurs.
(bullet) The due date for optional cash deposits is one business day
prior to the relevant Optional Investment Date.
(bullet) The Optional Investment Date is, with respect to Common Stock
acquired directly from the Corporation, the last business day
of each month, or in the case of open market purchases, as
soon thereafter as practicable, as determined by the Plan
Administrator.
<PAGE>
(bullet) The Pricing Period is the last 12 Trading Days of each month.
DIVIDEND REINVESTMENTS
Set forth below is a listing of the expected important dates
relating to Dividend Investment Dates occurring during 1995 and
1996.
<TABLE>
<CAPTION>
Dividend Record Date* Dividend Investment
Date*
<S> <C>
1995:
October 30, 1995 November 10, 1995
1996:
January 29, 1996 February 9, 1996
April 29, 1996 May 10, 1996
July 29, 1996 August 9, 1996
October 28, 1996 November 8, 1996
</TABLE>
* The above dates are those expected to be applicable under the
Plan with respect to future dividends, if and when declared by the
Board of Directors. The actual record and payment dates, if any, will
be determined solely by the Board of Directors.
(bullet) Summary Dividend Reinvestment Information
(bullet) The record date for dividends is set by the Board of
Directors.
(bullet) The Dividend Investment Date is, with respect to Common Stock
acquired directly from the Corporation, the dividend payment
date declared by the Board of Directors or, in the case of
open market purchases, as soon thereafter as practicable, as
determined by the Plan Administrator.
(bullet) The Pricing Period is the last 12 Trading Days of each month.
<PAGE>
PROVIDENT BANKSHARES CORPORATION
114 E. Lexington Street
Baltimore, Maryland 21202
(410) 281-7343
ADMINISTRATOR OF THE PLAN
REGISTRAR AND TRANSFER COMPANY
10 Commerce Drive
Cranford, New Jersey 07016
(800) 368-5948
TABLE OF CONTENTS
Page
Provident Bankshares Corporation
Summary of Offering
Description of the Plan
Purpose
Principal Features
Participation
Administration
Costs
Purchases
Reports to Participants
Dividends
Discontinuation of
Dividend Reinvestment
Sale and Withdrawal of
Shares in Plan Accounts
Other Information
Capital Stock
Plan of Distribution
Use of Proceeds
Incorporation of Certain
Documents by Reference
Validity of Securities
Experts
Indemnification
Important Dates for Plan
Participants in 1995
and 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration Fee $ 6,239*
Printing Fees and Expenses $ 3,500**
Accounting & Legal Fees and Expenses $ 10,000**
Miscellaneous $ 1,000**
Total $ 20,739**
</TABLE>
* Paid herewith
** Estimated
Item 15. Indemnification of Directors and Officers.
Both Article ELEVENTH of the Corporation's Articles of
Incorporation and Article VIII, Section I of its By-Laws provide
that directors and officers of the Corporation are to be
indemnified to the fullest extent permitted by the Maryland
General Corporation Law.
Section 2-418 of the Corporations and Associations Article of
the Annotated Code of Maryland contains detailed provisions on
indemnification of directors and officers of a Maryland
corporation. In general, indemnification is permitted against
judgments, penalties, fines, settlements, and reasonable expenses
actually incurred in connection with a proceeding unless it is
proved that (i) the act or omission of the director was material
to the cause of action adjudicated in the proceeding and was
committed in bad faith or was the result of active and deliberate
dishonesty, or (ii) the director actually received an improper
personal benefit in money, property, or services, or (iii) in the
case of any criminal proceeding, the director had reasonable cause
to believe that his or her conduct was unlawful. In addition,
indemnification may, unless limited by the corporation's charter,
be required against reasonable expenses incurred by a director in
connection with a proceeding as to which his or her defense was
successful, on the merits or otherwise. Indemnification may be
required under certain other circumstances as well, upon
application to a court of appropriate jurisdiction. Generally, a
corporation may advance to or reimburse a director for reasonable
expenses incurred in connection with a proceeding prior to its
final disposition upon receipt by the corporation of certain
written affirmations and undertakings from the director. Unless
limited by a corporation's charter, officers are required to be
indemnified to the same extent that directors are required to be
indemnified.
1
<PAGE>
Additionally, officers are permitted to be indemnified to the same
extent that directors are permitted to be indemnified.
<TABLE>
<CAPTION>
Item 16. Exhibits.
<S> <C>
3 Articles of Incorporation and Bylaws.
5 Opinion and consent of Whiteford, Taylor & Preston L.L.P.
with respect to the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
23.2 Consent of Whiteford, Taylor & Preston L.L.P. is included in
their opinion filed as Exhibit 5.
24 Powers of Attorney.
99.1 Authorization Form.
99.2 Form of Broker and Nominee Form.
99.3 Form of Request for Waiver.
99.4 Certified Board Resolutions of Provident Bankshares
Corporation.
</TABLE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
<PAGE>
was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are contained
in periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Form F-3.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements of filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Baltimore, Maryland, on the 22nd day of September, 1995.
PROVIDENT BANKSHARES CORPORATION
(Registrant)
By: /S/ CARL W. STEARN
Carl W. Stearn
Chairman of the Board, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
PRINCIPAL EXECUTIVE Chairman of the
OFFICER Board, Chief
Executive Officer
/S/ CARL W. STEARN and Director September 22, 1995
Carl W. Stearn
PRINCIPAL FINANCIAL
OFFICER
/S/ JAMES R. WALLIS Executive Vice September 22, 1995
James R. Wallis President
PRINCIPAL ACCOUNTING
OFFICER
/S/ R. WAYNE HALL Treasurer September 22, 1995
R. Wayne Hall
DIRECTORS:
/S/ ROBERT B. BARNHILL, JR.* Director September 22, 1995
Robert B. Barnhill, Jr.
/S/ MELVIN A. BILAL * Director September 22, 1995
Melvin A. Bilal
/S/ CALVIN W. BURNETT * Director September 22, 1995
Calvin W. Burnett
/S/ CHARLES W. COLE, JR. * Director September 22, 1995
Charles W. Cole, Jr.
/S/ M. JENKINS CROMWELL, JR.* Director September 22, 1995
M. Jenkins Cromwell, Jr.
/S/ PIERCE B. DUNN * Director September 22, 1995
Pierce B. Dunn
/S/ CLIVIE C. HALEY, JR. * Director September 22, 1995
Clivie C. Haley, Jr.
/S/ MARK K. JOSEPH * Director September 22, 1995
Mark K. Joseph
/S/ NORMAN J. LOUDEN * Director September 22, 1995
Norman J. Louden
/S/ PETER M. MARTIN * Director September 22, 1995
Ronald L. Mason, Sr.
/S/ RONALD L. MASON, SR. * Director September 22, 1995
Ronald L. Mason, Sr.
/S/ SISTER ROSEMARIE NASSIF * Director September 22, 1995
Sister Rosemarie Nassif
/S/ C. WILLIAM PACY * Director September 22, 1995
C. William Pacy
/S/ FRANCIS G. RIGGS * Director September 22, 1995
Francis G. Riggs
/S/ SHEILA K. RIGGS * Director September 22, 1995
Sheila K. Riggs
/S/ THOMAS J.S. WAXTER, JR. * Director September 22, 1995
Thomas J.S. Waxter, Jr.
</TABLE>
*By: /S/ ROBERT L. DAVIS
Robert L. Davis
Attorney-in-fact
Note: Original powers of attorney authorizing Robert L. Davis
and/or James R. Wallis to sign the Registration statement and any
amendments thereto as attorney for the directors and officers of
the Registrant so noted above have been previously filed herewith
as Exhibit 24.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibits Filed Page Number
<S> <C> <C>
3 Articles of Incorporation and *
Bylaws.
5 Opinion and consent of Whiteford, Taylor & Preston, L.L.P.
with respect to the securities being registered. __
23.1 Consent of Coopers & Lybrand, L.L.P.
independent accountants. __
23.2 Consent of Whiteford, Taylor & Preston, L.L.P.
is included in their opinion filed as Exhibit 5. __
24 Powers of Attorney. __
99.1 Authorization Form. __
99.2 Form of Broker and Nominee Form. __
99.3 Form of Request for Waiver. __
99.4 Certified Board Resolutions
of Provident Bankshares Corporation. __
</TABLE>
*Filed on December 20, 1993 as exhibits to the initial filing
of Form S-3 (1933 Act File No.: 33-73162).
EXHIBIT 5
WHITEFORD, TAYLOR & PRESTON
L.L.P.
Seven Saint Paul Street
Baltimore, Maryland 21202-1626
410 347-8700
Fax 410 752-7092
September 22, 1995
Provident Bankshares Corporation
Calvert & Lexington Streets
Baltimore, Maryland 21202
Re: Provident Bankshares Corporation
Dividend Reinvestment Plan
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for Provident Bankshares Corporation
(the "Company") in connection with the registration by the Company
under the Securities Act of 1933, as amended, of 598,117 shares of
the Company's Common Stock, par value $1.00 per share (the
"Shares"), under a Registration Statement on Form S-3 initially
filed with the Securities and Exchange Commission (the "SEC") on
September 22, 1995 (the "Registration Statement").
We have reviewed the Company's corporate records, including
its Articles of Incorporation and By-Laws, and such other
documents as we considered necessary as a basis for the opinion
hereinafter expressed.
Based upon the foregoing and having regard to the legal
considerations which we deem relevant, we are of the opinion that
the Shares have been duly and validly authorized, and that when
the Registration Statement becomes effective and the Shares are
from time to time issued in accordance with the terms and
conditions set forth therein, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the inclusion of this opinion in the
Registration Statement and to the reference to our firm therein
and in the Prospectus forming a part thereof.
Very truly yours,
WHITEFORD, TAYLOR & PRESTON L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of Provident Bankshares Corporation on
Form S-3 of our report dated January 18, 1995, on our audits of
the consolidated financial statements as of December 31, 1994 and
1993, and for the years ended December 31, 1994, 1993 and 1992,
which report is included in Provident Bankshares Corporation's
Annual Report on Form 10-K. We also consent to the reference to
our Firm under the caption "Experts" in the Prospectus.
COOPERS & LYBRAND, L.L.P.
Baltimore, Maryland
September 22, 1995
EXHIBIT 24
PROVIDENT BANKSHARES CORPORATION
Power of Attorney
Each of the undersigned persons, in his or her capacity as an
officer or director, or both, of Provident Bankshares Corporation,
a Maryland corporation (the "Corporation"), hereby appoints
Robert L. Davis and/or James R. Wallis, and each of them with full
power of substitution and resubstitution and with full power in
each to act without the others, as his or her attorney-in-fact and
agent for the following purposes:
1. To sign for him or her, in his or her name and in
his or her capacity as an officer or director, or both, of the
Corporation, a Registration Statement on SEC Form S-3, and any
amendments and post-effective amendments thereto (such
Registration Statement, together with all exhibits and documents
therein and all such amendments and post-effective amendments
and/or supplements thereto, the "Registration Statement"), for
the registration under the Securities Act of 1933, as amended (the
"Act"), of 598,117 shares of the Corporation's common stock, par
value of $1.00 per share (the "Common Stock"), to be offered and
sold pursuant to the Corporation's Dividend Reinvestment and Stock
Purchase Plan, as amended and restated (the "Plan");
2. To file or cause to be filed the Registration
Statement with the Securities and Exchange Commission;
<PAGE>
3. To take all such other action as any such attorney-
in-fact, or his substitute, may deem necessary or desirable in
order to effect and maintain the registration of the Common Stock
under the Act; and
4. To sign for him or her, in his or her name and in
his or her capacity as an officer or director, or both, of the
Corporation, all such documents and instruments as any such
attorney-in-fact, or his substitute, may deem necessary or
advisable in connection with the registration, qualification or
exemption of the Common Stock and/or the Plan under the securities
laws of any state or other jurisdiction.
This Power of Attorney shall continue in full force and
effect until revoked by the undersigned in a writing filed with
the Secretary of the Corporation.
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
PRINCIPAL EXECUTIVE Chairman of the
OFFICER Board, Chief
Executive Officer
/S/ CARL W. STEARN and Director September 22, 1995
Carl W. Stearn
PRINCIPAL FINANCIAL
OFFICER
/S/ JAMES R. WALLIS Executive Vice September 22, 1995
James R. Wallis President
PRINCIPAL ACCOUNTING
OFFICER
/S/ R. WAYNE HALL Treasurer September 22, 1995
R. Wayne Hall
DIRECTORS:
/S/ ROBERT B. BARNHILL, JR. Director September 22, 1995
Robert B. Barnhill, Jr.
/S/ MELVIN A. BILAL Director September 22, 1995
Melvin A. Bilal
/S/ CALVIN W. BURNETT Director September 22, 1995
Calvin W. Burnett
/S/ CHARLES W. COLE, JR. Director September 22, 1995
Charles W. Cole, Jr.
/S/ M. JENKINS CROMWELL, JR. Director September 22, 1995
M. Jenkins Cromwell, Jr.
/S/ PIERCE B. DUNN Director September 22, 1995
Pierce B. Dunn
/S/ CLIVIE C. HALEY, JR. Director September 22, 1995
Clivie C. Haley, Jr.
/S/ MARK K. JOSEPH Director September 22, 1995
Mark K. Joseph
/S/ NORMAN J. LOUDEN Director September 22, 1995
Norman J. Louden
/S/ PETER M. MARTIN Director September 22, 1995
Peter M. Martin
/S/ RONALD L. MASON, SR. Director September 22, 1995
Ronald L. Mason, Sr.
/S/ SR. ROSEMARIE NASSIF Director September 22, 1995
Sister Rosemarie Nassif
/S/ C. WILLIAM PACY Director September 22, 1995
C. William Pacy
/S/ FRANCIS G. RIGGS Director September 22, 1995
Francis G. Riggs
/S/ SHEILA K. RIGGS Director September 22, 1995
Sheila K. Riggs
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/S/ THOMAS J.S. WAXTER, JR. Director September 22, 1995
Thomas J.S. Waxter, Jr.
</TABLE>
EXHIBIT 99.1
FORM OF
PROVIDENT BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FORM
I hereby authorize Registrar and Transfer Company (Agent) to apply
cash dividends from Common Stock of Provident Bankshares
Corporation (Company) registered in my name, and/or credited to my
account under this Plan, and any optional cash deposits made by me
in accordance with the Plan, to the purchase of full and
fractional shares of the Company's Common Stock.
Check One Box Only:
(box) FULL DIVIDEND REINVESTMENT on all shares held with the
option of purchasing stock with optional cash deposits.
(box) OPTIONAL CASH DEPOSITS (ONLY). I wish to make an optional
cash payment to my Plan account.
AMOUNT ENCLOSED
$
(Check or money order only)
__________________________________
Stockholder Signature
__________________________________
Stockholder Signature
__________________________________
Telephone Number
Dated: ___________________________
If name(s) and address if not preprinted above, please print your
name (exactly as it appears on your registered common stock) and
address.
(Front of Card)
1
<PAGE>
Completion of this card authorizes Provident Bankshares
Corporation to enroll your account in the Dividend Reinvestment
and Stock Purchase Plan in one of the following ways:
FULL DIVIDEND REINVESTMENT - The dividends on all shares of
Provident Bankshares Corporation Common Stock registered in your
name as well as shares credited to your account under the Plan
will automatically be reinvested in additional shares of Common
Stock. Also, you may make optional cash deposits.
OPTIONAL CASH DEPOSITS- Optional cash deposits may be made at
any time. The minimum optional cash deposit is $100 and the
maximum amount is $10,000 per quarter, subject to increase upon
the prior approval of the Company. To make an optional cash
deposit with this Authorization Form, indicate the amount and
enclose a check or money order payable to the order of Registrar
and Transfer Company, Agent (10 Commerce Drive, Cranford, NJ
07016). No interest will be paid on any amounts pending their
investment.
Your participation in the Plan and the Agent's authorization
herein are subject to the terms and conditions set forth in the
Prospectus describing the Plan and you hereby consent and agree to
abide fully by such terms and conditions.
(Back of Card)
EXHIBIT 99.2
FORM OF
PROVIDENT BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
BROKER AND NOMINEE FORM
To: Registrar and Trust Company
Provident Bankshares Corporation
Dividend Reinvestment and
Stock Purchase Plan
10 Commerce Drive
Cranford, New Jersey 07016 Dated: , 199
Re: Provident Bankshares Corporation
Dividend Reinvestment and Stock Purchase Plan
INSTRUCTIONS:
This form is to be used only by brokers, banks and other nominees
submitting optional cash deposits on behalf of Beneficial Owners
whose shares are held in the name of a major securities
depository, as provided for in the Prospectus for the Provident
Bankshares Corporation Dividend Reinvestment and Stock Purchase
Plan (the "Plan"). This form will not be processed unless it
is complete in its entirety. The broker, bank or other nominee
submitting this form hereby certifies that: (i) the information
contained herein is true and correct as of the date of this form,
and (ii) the optional cash deposit amount specified below is not
less than $100. No optional cash deposit may exceed $10,000 in
any one calendar quarter, unless previously agreed to by
Provident Bankshares Corporation. For such information call
Robert L. Davis, Corporate Secretary, at (410) 576-2848. By
executing this form, the broker, bank or other nominee submitting
this form consents and agrees to abide fully by all of the terms
and conditions of the Plan.
A NEW FORM MUST BE COMPLETED EACH TIME AN OPTIONAL CASH DEPOSIT
IS SUBMITTED.
Name and address of depository participant submitting optional
cash deposit:
_____________________________
_____________________________
_____________________________
_____________________________
Contact: ____________________
Phone: (____) ______________
Fax: (____) _________________
<PAGE>
Provident Bankshares Corporation stock
account number (required): _____________________
Name of depository: ____________________________
Participant #: _________________________________
Record date applicable
to this deposit: _______________________________
Total shares held in depository position
as of record date (#): _________________________
Optional cash deposit amount ($): ______________
Form of payment: (box) check (box) money order
GOOD FUNDS MUST BE RECEIVED BY THE PLAN ADMINISTRATOR BY 3:00
P.M. (PREVAILING EASTERN STANDARD TIME) NO LATER THAN THE
BUSINESS DAY IMMEDIATELY PRECEDING THE RELEVANT OPTIONAL
INVESTMENT DATE IN ORDER TO BE ELIGIBLE FOR INVESTMENT ON SUCH
OPTIONAL INVESTMENT DATE. FUNDS NOT RECEIVED BY SUCH TIME WILL
BE INVESTED ON THE NEXT OPTIONAL INVESTMENT DATE. ACCORDINGLY, IN
ORDER TO ENSURE THE TIMELY INVESTMENT OF FUNDS, IT IS RECOMMENDED
THAT CHECKS OR MONEY ORDERS BE SENT SO AS TO BE RECEIVED BY THE
PLAN ADMINISTRATOR AT LEAST FIVE BUSINESS DAYS BEFORE AN OPTIONAL
INVESTMENT DATE.
BROKER, BANK OR OTHER NOMINEE
AUTHORIZED SIGNATURE
By: _________________________________
Name: _______________________________
Title: ______________________________
Date: _______________________________
EXHIBIT 99.3
FORM OF REQUEST FOR WAIVER
________, 199_
Provident Bankshares Corporation
114 E. Lexington Street
Baltimore, Maryland 21202
Attn: Robert L. Davis, Corporate Secretary
REQUEST FOR WAIVER
As a Participant in the Provident Bankshares Corporation
Dividend Reinvestment and Stock Purchase Plan (the "Plan"), the
undersigned hereby requests that Provident Bankshares Corporation
("Bankshares") waive the $10,000 maximum quarterly optional cash
deposit limitation set forth in the Plan and grant its approval
to the undersigned to acquire shares pursuant to the optional
cash deposit feature in an amount up to $ . The
Optional Investment Date to which this Request for Waiver relates
is ____________, 199_. Capitalized terms not otherwise defined
herein shall have the same definitions as assigned to them in the
Plan Prospectus dated September , 1995, as amended and
supplemented through the date of this letter.
The undersigned understands that Bankshares is under no
obligation to accept this Request and that, if accepted, the
amount which Bankshares may permit to be invested hereunder may
be equal to or less than the requested amount, but that in any
event the undersigned will be notified whether or not this
Request has been accepted prior to the Optional Investment Date
to which this Request relates. The undersigned acknowledges that
this Request is applicable only with respect to the Optional
Investment Date indicated in the prior paragraph and that a new
Request must be submitted to and accepted by Bankshares with
respect to any subsequent optional cash deposit that would exceed
the otherwise applicable maximum limitations. The undersigned
also acknowledges that Bankshares' acceptance, in whole or in
part, of this Request is in no way binding on Bankshares'
treatment of any future Requests. The undersigned also
acknowledges that Bankshares reserves the right at any time
whatsoever to suspend or terminate the participation of any
Participant in the Plan, as set forth in the Plan Prospectus.
The undersigned hereby certifies that it does not own or
otherwise control any other Plan account other than the one for
which this Request is being submitted. The undersigned hereby
certifies that any sales of shares of Bankshares Common Stock
acquired pursuant to this Request which the undersigned may
choose to effect will all be made in compliance with all federal
and state securities laws including, without limitation, any
applicable prospectus delivery requirements, if any, and that the
undersigned will not use any special selling efforts or selling
methods in connection with any such sales.
The undersigned certifies that all of the information
supplied herein is true and complete in all respects and
undertakes to notify the addressee of any change to such
information at any time prior to the referenced Optional
Investment Date. The undersigned also acknowledges that the
statements made by it herein will be relied upon by Bankshares in
responding to this Request. The undersigned consents and agrees
to abide fully by all of the terms and conditions of the Plan.
Name of Participant: _____________________
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Telephone Number: (____) ________________
Telecopy Number: (____) __________________
Total Number of Current
Bankshares Shares held: ________________
Bankshares Stockholder since: ________19__
Amount approved by Bankshares
for optional cash deposit:
Dated: ______________, 199__ $__________________
PROVIDENT BANKSHARES
CORPORATION
By: ________________________________
Title: _____________________________
EXHIBIT 99.4
PROVIDENT BANKSHARES CORPORATION
Secretary's Certificate
The undersigned, Robert L. Davis, hereby certifies that he
is the duly elected and qualified Corporate Secretary of
Provident Bankshares Corporation, a Maryland corporation (the
"Corporation"), and he further certifies that the resolutions
attached hereto are a true, complete and correct copy of the
resolutions duly and lawfully adopted by the Board of Directors
of the Corporation on September 20, 1995. Such resolutions have
not been altered, rescinded or amended and are still in full
force and effect as of the date hereof in the form adopted.
IN WITNESS WHEREOF, the undersigned has executed the
foregoing on September 22, 1995.
/S/ ROBERT L. DAVIS
Robert L. Davis, Secretary
Provident Bankshares Corporation
<PAGE>
PROVIDENT BANKSHARES CORPORATION
RESOLUTIONS OF THE BOARD OF DIRECTORS
RE: DIVIDEND REINVESTMENT PLAN
SEPTEMBER 20, 1995
WHEREAS, the Board of Directors has been advised of the need
to amend and restated in its entirety the Corporation's Dividend
Reinvestment and Stock Purchase Plan (the "Plan") in order to
reflect the current operation of the Plan; and
WHEREAS, the Board of Directors has been advised of the need
to authorize for issuance additional shares of the common stock
of the Corporation, par value $1.00 per share (the "Common
Stock"), for use pursuant to the Plan; and
WHEREAS, the Board of Directors has also been advised of the
need to register such shares under the Securities Act of 1933, as
amended (the "Act"), to be issued under the Plan.
IT IS THEREFORE,
RESOLVED, that the Corporation hereby amends and restates
the Plan in its entirety as set forth in the form of the
Prospectus prepared for the Plan (the "Prospectus"), together
with such revisions as the officers of the Corporation deem
necessary and appropriate under the circumstances; and
RESOLVED, that the Corporation is hereby authorized to issue
up to 598,117 additional shares of Common Stock (the "Shares"),
upon the terms and conditions and for the consideration set forth
in the Plan; and
RESOLVED, that the Chairman of the Board, the President, the
Executive Vice President or any Vice President of this
Corporation be, and each of them hereby is, in the name and on
behalf of this Corporation, authorized to execute, either in
person or by a duly authorized power of attorney or powers of
attorney, a Registration Statement on Form S-3 relating to the
registration of the Shares under the Act (herein, together with
all exhibits and amendments, including any post-effective
amendments and/or supplements thereto, the "Registration
Statement"), in such form and with such changes therein as the
officer executing the same on behalf of the Corporation may
approve, such execution to be conclusive evidence of such
approval; and
RESOLVED, that upon the execution of the Registration
Statement by the directors and officers of this Corporation
as required by law, either in person or by a
<PAGE>
duly authorized attorney or attorneys, the proper officers of this
Corporation be, and each of them hereby is, authorized to cause the
Registration Statement to be filed with the Securities and
Exchange Commission (the "Commission") and to execute and file
all such instruments, make all such payments, and do such other
acts and things as, in their opinion or in the opinion of any of
them, may be necessary or desirable in order to effect such
filing, to cause the Registration Statement to become effective,
and to maintain the Registration Statement in effect for as long
as they deem it to be in the best interests of this Corporation;
and
RESOLVED, that Robert L. Davis is hereby designated and
appointed as the agent of this Corporation for the receipt of
notices or communications from the Commission with respect to the
Registration Statement, with all of the powers set forth in the
rules and regulations of the Commission under the Act; and
RESOLVED, that it is desirable and in the best interests of
this Corporation that the Shares be qualified and registered for
sale in various states and other jurisdictions; that the Chairman
of the Board, the President, the Executive Vice President, any
Vice President, the Secretary and any Assistant Secretary and the
Treasurer and any Assistant Treasurer of this Corporation be, and
each them hereby is, authorized to determine the states and other
jurisdictions in which appropriate action shall be taken to
qualify or register for sale all or such part of the Shares as
said officers may deem advisable; that said officers are hereby
authorized to perform on behalf of this Corporation any and all
such acts as they may deem necessary or desirable in order to
comply with the applicable laws of any such state and other
jurisdiction, and in connection therewith to execute and file all
requisite papers and documents, including but not limited to,
applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process, and to take any
and all further action that they may deem necessary or advisable
to maintain any such registration or qualification for as long as
they deem necessary; and that the execution by such officers of
any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively
establish their authority from this Corporation and the approval
and ratification by this corporation of the papers and documents
so executed and the actions so taken; and
RESOLVED, that the proper officers of the Corporation be,
and each of them hereby is, authorized in the name and on behalf
of the corporation to make application to the National
Association of Securities Dealers', Inc. NASDAQ-National Market
System or such other securities exchange as such officer shall
deem necessary or appropriate for the listing thereon of the
Shares; and that each such officer, or such other person as such
officer may designate in writing, is authorized to appear before
any official or officials or before any body of any such
exchange, and to execute and deliver any and all papers and
agreements, and to do any and all things which may be necessary
to effect such listing;
<PAGE>
RESOLVED, that the proper officers of this Corporation be,
and each of them hereby, is in the name of and on behalf of the
Corporation, authorized and directed to do and perform, or cause
to be done and performed, all such acts, deeds and things and to
make, execute and deliver, or cause to be made, executed and
delivered, all such agreements, undertakings, documents,
instruments or certificates in the names and on behalf of this
Corporation or otherwise as each such officer may deem necessary
or appropriate to effectuate and carry out the purpose and intent
of the foregoing resolutions, including without limitation the
performance of the obligations of the Corporation under the
Registration Statement, the plan or any other agreement referred
to or contemplated herein; and
RESOLVED, that any and all actions taken or contracts
entered into heretofore by any officer for the Corporation, as
well as any and all actions taken or contracts entered into by
said persons as individuals acting for the Corporation, with
respect to the Plan and the Registration Statement be and the
same hereby are ratified, affirmed and approved, and all such
contracts are hereby adopted as though said individuals had at
such time full power and authority to act for and on behalf of
the Corporation and in the same manner as if each and every act
had been done pursuant to the specific authorization of the Board
of Directors of the Corporation.
