<PAGE> 1
As filed with the Securities and Exchange Commission on October 17, 1997
Registration No. 333-31337
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
PROVIDENT BANKSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 6712 52-158642
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
114 East Lexington Street
Baltimore, Maryland 21202
(410) 281-7000
(Address, including Zip Code and Telephone Number, including
Area Code, of Registrant's Principle Executive Offices)
Carl W. Stearn
Chief Executive Officer
114 East Lexington Street
Baltimore, Maryland 21202
(410) 281-7000
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent for Service)
Copies to:
Mary M. Sjoquist, Esq. William S. Rubenstein, Esq.
Muldoon, Murphy & Faucette Skadden, Arps, Slate,
5101 Wisconsin Avenue, N.W. Meagher & Flom LLP
Washington, D.C. 20016 919 Third Avenue
(202) 362-0840 New York, New York 10022
(212) 735-3000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effectiveness of this Registration
Statement and the satisfaction or waiver of all other conditions
to the Merger described in the Joint Proxy Statement/Prospectus.
If the securities being registered on this form are to be
offered in connection with the formation of a holding
company and there is compliance with General
Instruction G, check the following box. / /
--
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) or
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 consists of no exhibits. On August 22,
1997, the merger of First Citizens Financial Corporation ("First Citizens"),
with and into Provident Bankshares Corporation ("Provident") was consummated,
and each issued and outstanding share of First Citizens Common Stock was
converted into, and became exchangeable for .7665 shares of Provident Common
Stock, resulting in the issuance of an aggregate of 2,261,880 shares of
Provident Common Stock. Therefore, in accordance with Item 22(a) in Part II
of the Registration Statement relating to certain undertakings, this amendment
is filed for the purpose of deregistering 484,065 shares of Provident Common
Stock. Capitalized terms used and not defined in this Explanatory Note have the
meaning set forth in the Proxy Statement/Prospectus included in this
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Baltimore,
State of Maryland, on October 17, 1997.
PROVIDENT BANKSHARES CORPORATION
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 indicated on October 17, 1997.
We, the undersigned officers and directors of Provident Bankshares
Corporation hereby severally and individually constitute and appoint Carl W.
Stearn, the true and lawful attorney and agent (with full power of substitution
and resubstitution in each case) of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this registration statement and all instruments necessary or
advisable in connection therewith and to file the same with the Securities and
Exchange Commission, said attorney and agent to have power to act and to have
full power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person and we hereby ratify and confirm our signatures as
they may be signed by or said attorney and agent to any and all such amendments
and instruments.
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Name Title
---- -----
* Chairman of the Board and
- ----------------------------------- Chief Executive Officer
Carl W. Stearn
* Executive Vice President
- ----------------------------------- (Principal Financial Officer)
James R. Wallis
* Treasurer (Principal Accounting
- ----------------------------------- Officer)
R. Wayne Hall
* Director
- -----------------------------------
Robert B. Barnhill, Jr.
* Director
- -----------------------------------
Melvin A. Bilal
* Director
- -----------------------------------
Dr. Calvin W. Burnett
* Director
- -----------------------------------
Ward B. Coe, III
* Director
- -----------------------------------
Charles W. Cole, Jr.
* Director
- -----------------------------------
M. Jenkins Cromwell, Jr.
* Director
- -----------------------------------
Pierce B. Dunn
* Director
- -----------------------------------
Enos K. Fry
* Director
- -----------------------------------
Herbert W. Jorgensen
* Director
- -----------------------------------
Mark K. Joseph
* Director
- -----------------------------------
Barbara B. Lucas
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* Director
- -----------------------------------
Peter M. Martin
* Director
- -----------------------------------
Frederick W. Meier, Jr.
* Director
- -----------------------------------
Sister Rosemarie Nassif
* Director
- -----------------------------------
Francis G. Riggs
* Director
- -----------------------------------
Sheila K. Riggs
- -------------------------------
o Carl W. Stearn, by signing his name hereto, does hereby execute
this Post-Effective Amendment No. 2 to the Registration Statement on
behalf of the directors and officers of Provident Bankshares
Corporation indicated above by asterisk, pursuant to powers of
attorney duly executed by such directors and officers and filed as
exhibits to the Registration Statement of Form S-4.
By: /s/ Carl W. Stearn
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Name: Carl W. Stearn
Attorney-in-fact
