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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 25, 1997
COMMISSION FILE NO.: 0-16421
Provident Bankshares Corporation
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(Exact name of registrant as specified in its charter)
Maryland 52-1518642
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(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
114 East Lexington Street, Baltimore, Maryland 21202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 281-7000
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Item 5. Other Events.
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On August 22, 1997, Provident Bankshares Corporation (the
"Company") consummated its acquisition of First Citizens Financial Corporation
("First Citizens") whereby First Citizens was merged with and into the Company
Under the tems of the Agreement, holders of First Citizens common
stock will receive .7665 shares of common stock of the Company. The transaction
will be accounted for as a pooling of interests.
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Item 7. Exhibits.
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Exhibit 99 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Carl W. Stearn
By:-------------------------------
Carl W. Stearn
Chairman of the Board and Chief
Executive Officer
Dated: August 25, 1997
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EXHIBIT 99 PRESS RELEASE
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FOR IMMEDIATE RELEASE FOR MORE INFORMATION
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August 25, 1997 Lillian Kilroy
410-576-2833
PROVIDENT BANKSHARES CORPORATION
COMPLETES ACQUISITION OF
FIRST CITIZENS FINANCIAL CORPORATION
BALTIMORE, August 25, 1997 -- On Aug. 22, Provident Bankshares Corporation,
the parent of Provident Bank of Maryland, completed its acquisition of First
Citizens Financial Corporation, the parent of Citizens Savings Bank, F.S.B.
The stock transaction was valued at $120,821,580. Each share of First Citizens
Common Stock was exchanged for .7665 shares of Provident Common Stock.
All Citizens Savings Bank offices will become part of the Provident branch
system and current branch and business banking staff will remain in place after
the acquisition. On Nov. 1, Citizens deposit accounts will be converted to
Provident accounts, new branch signage will be installed, and former Citizens
offices will begin offering Provident's expanded product lines. Changes will be
kept to minimum and a smooth transition is expected for Citizens' customers.
"Provident and Citizens share a similar operating philosophy and commitment
to the community," said Carl Stearn, Provident Bank Chairman and CEO. "We
believe the union of our two banks, both with long histories of serving
Maryland, will benefit our customers and employees."
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Provident Bank
Aug. 25, 1997
Herbert Jorgensen, Chairman and CEO of First Citizens and Enos Fry,
President of First Citizens, have become directors of Provident. Fry has also
joined Provident's management team as Group Manager, Southern Maryland.
The combined company is the second largest independent commercial bank
headquartered in Maryland and has the seventh largest deposit market share in
the state. With the addition of the Citizens franchise, Provident Bank of
Maryland has $3.7 billion in assets and operates 64 branch offices, including
13 in-store locations. A full-service commercial bank based in Baltimore for
more than 110 years, Provident serves seven Maryland counties, as well as
Baltimore City and southern York County, Pa.
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