As filed with the Securities and Exchange Commission on July 16, 1997
Registration No. 333-31337
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PROVIDENT BANKSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S><C>
Maryland 6712 52-158642
(State or Other Jurisdiction (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number)
of Incorporation or Organization)
</TABLE>
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)
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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
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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.
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
SHOWING THE LOCATION IN THE JOINT PROXY STATEMENT/PROSPECTUS
OF THE INFORMATION REQUIRED BY THE ITEMS OF FORM S-4
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<CAPTION>
S-4 ITEM NUMBER AND CAPTION LOCATION IN PROXY STATEMENT/PROSPECTUS
<S> <C>
1. Forepart of Registration Statement and Outside Front Cover Page of Registration Statement; Cross Reference
Cover page of Prospectus Sheet; Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page; Available Information; Table of
Prospectus Contents
3. Risk Factors, Ratio of Earnings to Fixed Charges, and Summary; Parties to the Merger; Meeting of Provident
Other Information Stockholders; Meeting of First Citizens Stockholders; The
Merger; Pro Forma Combined Selected Historical Financial
Information
4. Terms of the Transaction Summary; The Merger; Certain Related Transactions;
Description of Provident Capital Stock; Comparison of
Stockholder Rights
5. Pro Forma Financial Information Pro Forma Condensed Combined Financial Statements
(Unaudited)
6. Material Contacts with the Company Being Acquired Summary; The Merger
7. Additional Information Required for Reoffering by *
Persons and Parties Deemed to be Underwriters and
Parties Deemed to be Underwriters
8. Interests of Named Experts and Counsel Legal Matters; Experts
9. Disclosure of Commission Position on Indemnification *
for Securities Act Liabilities
10. Information with Respect to S-3 Registrants Available Information; Incorporation of Certain Documents
by Reference; Summary; The Merger; Pro Forma
Condensed Combined Financial Statements (Unaudited);
Parties to the Merger-Provident
11. Incorporation of Certain Information by Reference Incorporation of Certain Documents by Reference
12. Information with Respect to S-2 or S-3 Registrants *
13. Incorporation of Certain Information by Reference *
14. Information with Respect to Registrants other Than S-3 *
or S-2 Registrants
15. Information with Respect to S-3 Companies Available Information; Incorporation of Certain Documents
by Reference; Summary; Parties to the Merger-First Citizens
16. Information with Respect to S-2 or S-3 Companies *
17. Information with Respect to Companies Other Than S-2 *
or S-3 Companies
18. Information if Proxies, Consents or Authorizations are Summary; Meeting of Provident Stockholders; Meeting of
to be Solicited First Citizens Stockholders; The Merger
19. Information if Proxies, Consents or Authorizations are *
not to be Solicited, or in an Exchange Offer
</TABLE>
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* Omitted because inapplicable or answer is negative.
<PAGE>
PART II -- Information Not required in Prospectus
Item 20. Indemnification of Directors and Officers
Provident's Bylaws provide that Provident shall indemnify, to the fullest
extent permitted by law, all persons who may be indemnified pursuant to the
MGCL.
Section 2-418 of the MGCL permits indemnification of any director or
officer with respect to any proceedings unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and was either committed in bad faith or the result of
active or deliberate dishonesty; (b) the director or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of criminal proceedings, the director or officer had reasonable cause to believe
that the act or omission was unlawful. The indemnity may include judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by the
director or officer in connection with the proceedings; provided, however, that
if the proceeding is won by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any proceeding by
conviction, or plea of nolo contendere or its equivalent, or an entry of an
order of probation prior to judgement, creates a rebuttable presumption that the
director or officer did not meet that standard of conduct.
Item 21. Exhibits and Financial Statement, Schedules.
(a) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger, amended and
restated as of July 14, 1997, by and between Provident
Bankshares Corporation and First Citizens Financial
Corporation is included as Annex A to the Joint Proxy
Statement/Prospectus which is part of this Registration
Statement.*
3.1 Certificate of Incorporation of the Registrant, as amended,
previously filed and incorporated by reference to Provident
Bankshares Corporation's Registration Statement on Form S-3
(File No. 33-73162) filed August 18, 1994.*
3.2 By-laws of the Registrant, previously filed and incorporated
by reference to Provident Bankshares Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994.*
4.1 Rights Agreement, previously filed and incorporated by
reference to Provident Bankshares Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994.*
II-1
<PAGE>
5.1 Opinion of Muldoon, Murphy & Faucette regarding legality.*
8.1 Opinion of Muldoon, Murphy & Faucette regarding tax matters.*
10.1 Stock Option Agreement, dated as of March 10, 1997, by and
between Provident Bankshares Corporation and First Citizens
Financial Corporation is included as Annex B to the Joint
Proxy Statement/Prospectus which is part of this Registration
Statement.*
10.2 Form of Employment Agreement between Provident Bankshares
Corporation and Enos K. Fry.*
10.3 Form of Change in Control Agreement between Provident
Bankshares Corporation and Enos K. Fry.*
10.4 Form of Consulting Agreement between Provident Bankshares
Corporation and Herbert W. Jorgensen.*
23.1 Consent of Muldoon, Murphy & Faucette (included in Exhibit 5.1
hereto).*
23.2 Consent of Muldoon, Murphy & Faucette (included in Exhibit 8.1
hereto).*
23.3 Consent of Coopers & Lybrand, L.L.P.*
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of KPMG Peat Marwick LLP.*
23.6 Consent of Endicott Financial Advisors, L.L.C.*
23.7 Consent of Keefe, Bruyette & Woods, Inc.*
24.1 Powers of Attorney (see the signature page to this Form S-4
Registration Statement).*
99.1 Opinion of Endicott Financial Advisors, L.L.C. is included as
Annex C to the Joint Proxy Statement/Prospectus which is part
of this Registration Statement.*
99.2 Opinion of Keefe Bruyette & Woods, Inc. is included as Annex D
to the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
(b) Financial Statement Schedules.
None.
(c) Item 4(b) Information.
* Previously filed
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<PAGE>
None.
Item 22. 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 this registration
statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
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;
(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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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.
(b) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder, through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c) of
the Securities Act of 1933, the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(c) The undersigned registrant hereby undertakes that every prospectus (i)
that is filed pursuant to the paragraph immediately preceding, or (ii) that
purports to meet the requirements of
II-3
<PAGE>
Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415 of the Securities Act of 1933, will
be filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE>
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 July 16, 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 July 16, 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.
NAME TITLE
---- -----
/s/ Carl W. Stearn Chairman of the Board and
____________________________
Carl W. Stearn Chief Executive Officer
/s/ James R. Wallis Executive Vice President
____________________________
James R. Wallis (Principal Financial Officer)
/s/ R. Wayne Hall Treasurer (Principal
____________________________
R. Wayne Hall Accounting Officer)
/s/ Robert B. Barnhill, Jr. Director
____________________________
Robert B. Barnhill, Jr.
II-5
<PAGE>
/s/ Melvin A. Bilal Director
____________________________
Melvin A. Bilal
/s/ Dr. Calvin W. Burnett Director
____________________________
Dr. Calvin W. Burnett
/s/ Charles W. Cole, Jr. Director
____________________________
Charles W. Cole, Jr.
/s/ M. Jenkins Cromwell, Jr. Director
____________________________
M. Jenkins Cromwell, Jr.
/s/ Pierce B. Dunn Director
____________________________
Pierce B. Dunn
/s/ Clivie C. Haley, Jr. Director
____________________________
Clivie C. Haley, Jr.
/s/ Mark K. Joseph Director
____________________________
Mark K. Joseph
/s/ Norman J. Louden Director
____________________________
Norman J. Louden
/s/ Barbara B. Lucas Director
____________________________
Barbara B. Lucas
/s/ Peter M. Martin Director
____________________________
Peter M. Martin
/s/ Sister Rosemarie Nassif Director
____________________________
Sister Rosemarie Nassif
/s/ C. William Pacy Director
____________________________
C. William Pacy
/s/ Francis G. Riggs Director
____________________________
Francis G. Riggs
/s/ Sheila K. Riggs Director
____________________________
Sheila K. Riggs
II-6
<PAGE>
EXHIBIT INDEX
2.1 Amended and Restated Agreement and Plan of Merger, amended and
restated as of July 14, 1997, by and between Provident Bankshares
Corporation and First Citizens Financial Corporation is included as
Annex A to the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
3.1 Certificate of Incorporation of the Registrant, as amended,
previously filed and incorporated by reference to Provident
Bankshares Corporation's Registration Statement on Form S-3 (File No.
33-73162) filed August 18, 1994.*
3.2 By-laws of the Registrant, previously filed and incorporated by
reference to Provident Bankshares Corporation's Annual Report on Form
10-K for the year ended December 31, 1994.*
4.1 Rights Agreement, previously filed and incorporated by reference to
Provident Bankshares Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994.*
5.1 Opinion of Muldoon, Murphy & Faucette regarding legality.*
8.1 Opinion of Muldoon, Murphy & Faucette regarding tax matters.*
10.1 Stock Option Agreement, dated as of March 10, 1997, by and between
Provident Bankshares Corporation and First Citizens Financial
Corporation is included as Annex B to the Joint Proxy
Statement/Prospectus which is part of this Registration Statement.*
10.2 Form of Employment Agreement between Provident Bankshares Corporation
and Enos K. Fry.*
10.3 Form of Change in Control Agreement between Provident Bankshares
Corporation and Enos K. Fry.*
10.4 Form of Consulting Agreement between Provident Bankshares
Corporation and Herbert W. Jorgensen.*
23.1 Consent of Muldoon, Murphy & Faucette (included in Exhibit 5.1
hereto).*
23.2 Consent of Muldoon, Murphy & Faucette (included in Exhibit 8.1
hereto).*
<PAGE>
23.3 Consent of Coopers & Lybrand, L.L.P.*
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of KPMG Peat Marwick LLP.*
23.6 Consent of Endicott Financial Advisors, L.L.C.*
23.7 Consent of Keefe, Bruyette & Woods, Inc.*
24.1 Powers of Attorney (see the signature page to this Form S-4
Registration Statement).*
99.1 Opinion of Endicott Financial Advisors, L.L.C. is included as Annex C
to the Joint Proxy Statement/Prospectus which is part of this
Registration Statement.*
99.2 Opinion of Keefe Bruyette & Woods, Inc. is included as Annex D to the
Joint Proxy Statement/Prospectus which is part of this Registration
Statement.*
* Previously filed
Exhibit 23.4
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
First Citizens Financial Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this Joint Proxy Statement/Prospectus of our report dated January
22, 1997, except with respect to Note 19 as to which the date is March 10, 1997
included in First Citizens Financial Corporation's annual report on Form 10-K
for the year ended December 31, 1996 and to all references to our Firm included
in this Joint Proxy Statement/Prospectus. It should be noted that we have not
audited any financial statements of First Citizens Financial Corporation
subsequent to December 31, 1996 or performed any audit procedures subsequent to
the date of our report.
ARTHUR ANDERSEN LLP
Washington, D.C.
July 14, 1997
