<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PROVIDENT BANKSHARES CORPORATION
(exact name of registrant as specified in its certificate of incorporation)
MARYLAND
(state or other jurisdiction of
incorporation or organization)
52-1519642
(IRS Employer Identification No.)
114 EAST LEXINGTON STREET
BALTIMORE, MARYLAND 21202
(410) 277-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PROVIDENT BANKSHARES CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of the Plans)
COPIES TO:
PETER M. MARTIN DOUGLAS P. FAUCETTE, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE MARC P. LEVY, ESQ.
OFFICER MULDOON, MURPHY & FAUCETTE
PROVIDENT BANKSHARES CORPORATION 5101 WISCONSIN AVENUE, N.W.
114 EAST LEXINGTON STREET WASHINGTON, DC 20016
BALTIMORE, MARYLAND 21202 (202) 362-0840
(410) 277-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
soon as practicable after this Registration Statement
becomes effective.
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, check the following box. / X /
<TABLE>
<CAPTION>
===================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share(2) Offering Price Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 500,000 Shares $29.31 $14,655,000 $4,324
===================================================================================================
</TABLE>
(1)Represents the total increase in the number of shares reserved for issuance
together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Provident Bankshares Corporation Amended and Restated Stock Option Plan
(the "Plan") as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of Provident Bankshares
Corporation pursuant to 17 C.F.R. ss.230.416(a).
(2)Determined by the market value of the Common Stock on July 8, 1998, which is
calculated by the average of the high and low prices listed on the Nasdaq
Stock Market, as reported in the Wall Street Journal, for the 500,000
additional shares available for issuance under the Plan, for which options
have not yet been granted.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages: 37
Exhibit Index on Page 7
1
<PAGE> 2
PROVIDENT BANKSHARES CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2.This Registration Statement relates to the registration of 500,000
additional shares of common stock, $1.00 par value per share ("Common Stock"),
of Provident Bankshares Corporation ("Provident" or the "Registrant") reserved
for issuance and delivery under the Provident Bankshares Corporation Amended and
Restated Stock Option Plan (the "Plan"). On June 15, 1988, the Registrant
registered 510,000 shares of Common Stock, reserved for issuance under the
Provident Bankshares Corporation Stock Option and Appreciation Rights Plan, with
the Securities and Exchange Commission (the "SEC") (SEC File No. 33-22552). On
October 31, 1990, the Registrant registered 190,000 additional shares of Common
Stock, reserved for issuance under the Plan, with the SEC (SEC File No.
33-37502). On May 19, 1995, The Registrant registered 565,000 additional shares
of Common Stock, reserved for issuance under the Plan, with the SEC (SEC File
No. 33-92510). The contents of such filings are incorporated herein by
reference, pursuant to General Instruction E for the Form S-8.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
The consolidated statements of condition of Provident and subsidiaries as
of December 31, 1997 and 1996 and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, included in the Registrant's 1997
Form 10-K, which is incorporated by reference into this Registration Statement,
have been incorporated by reference herein in reliance upon the reports of
PricewaterhouseCoopers LLP (formerly, Coopers & Lybrand L.L.P.) and Arthur
Andersen LLP (with respect to the financial statements of First Citizens
Financial Corporation for the years 1996 and 1995), independent auditors,
included in the Registrant's 1997 Form 10-K and incorporated by reference
herein, and upon the authority of said firms as experts in accounting and
auditing.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.
2
<PAGE> 3
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
4.1 Articles of Incorporation of the Registrant, as amended.
4.2 Bylaws of Provident Bankshares Corporation, as amended, filed as an
Exhibit to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the SEC on February 17, 1995 (SEC File No.
0-16421) and incorporated herein by reference.
4.3 Stockholder Protection Rights Agreement, filed as an Exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994 (SEC File No. 0-16421) and incorporated herein by reference.
5.0 Opinion of Muldoon, Murphy & Faucette as to the legality of the Common
Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion included
as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
24.0 Power of Attorney (Located on signature page).
3
<PAGE> 4
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Provident
Bankshares Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Baltimore, State of Maryland, on the 10th day of
July, 1998.
PROVIDENT BANKSHARES CORPORATION
By: /s/ Peter M. Martin
--------------------------------------
Peter M. Martin
Chairman of the Board, President
and Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints Peter M. Martin, and Mr. Martin makes, constitutes and
appoints James R. Wallis, to sign for such person and in such person's name and
capacity indicated below, any and all amendments to this Registration Statement,
including any and all post-effective amendments.
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:
Name Title Date
- ---- ----- ----
/s/ Peter M. Martin Chairman of the Board, President July 10, 1998
- ------------------------ and Chief Executive Officer
Peter M. Martin
/s/James R. Wallis Executive Vice President July 10, 1998
- ------------------------ (Principal Financial Officer)
James R. Wallis
/s/ R. Wayne Hall Treasurer (Principal July 10, 1998
- ------------------------- Accounting Officer)
R. Wayne Hall
4
<PAGE> 5
/s/ Carl W. Stearn Director July 10, 1998
- ------------------------
Carl W. Stearn
/s/ Melvin A. Bilal Director July 10, 1998
- ------------------------
Melvin A. Bilal
/s/ Dr. Calvin W. Burnett Director July 10, 1998
- -------------------------
Dr. Calvin W. Burnett
/s/ Ward B. Coe, III, Esquire Director July 10, 1998
- ------------------------------
Ward B. Coe, III
/s/ Charles W. Cole, Jr. Director July 10, 1998
- -------------------------
Charles W. Cole, Jr.
/s/ M. Jenkins Cromwell, Jr. Director July 10, 1998
- ----------------------------
M. Jenkins Cromwell, Jr.
/s/ Pierce B. Dunn Director July 10, 1998
- -----------------------
Pierce B. Dunn
/s/ Enos K. Fry Director July 10, 1998
- ----------------------
Enos K. Fry
/s/ Herbert W. Jorgensen Director July 10, 1998
- ------------------------
Herbert W. Jorgensen
/s/ Mark K. Joseph Director July 10, 1998
- ------------------------
Mark K. Joseph
/s/ Barbara B. Lucas Director July 10, 1998
- -----------------------
Barbara B. Lucas
5
<PAGE> 6
/s/ Director
- ------------------------------
Robert B. Barnhill, Jr.
/s/ Frederick W. Meier, Jr. Director July 10, 1998
- -----------------------------
Frederick W. Meier, Jr.
/s/ Sister Rosemarie Nassif Director July 10, 1998
- -----------------------------
Sister Rosemarie Nassif
/s/ Francis G. Riggs Director July 10, 1998
- -----------------------
Francis G. Riggs
/s/ Sheila K. Riggs Director July 10, 1998
- --------------------
Sheila K. Riggs
/s/ Director
- ---------------------
Thomas S. Bozzuto
6
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit Method of Sequentially
No. Description Filing/Location Numbered Page
--- ----------- --------------- -------------
<S> <C> <C> <C>
4.1 Articles of Incorporation Filed herewith. 9
of the Registrant.
4.2 Bylaws of Provident Incorporated by reference --
Bankshares Corporation to Exhibits to the Registrant's
1994 Form 10-K, filed with the
SEC on February 17, 1995
(SEC File No. 0-16421).
4.3 Stockholder Protection Incorporated by reference --
Rights Agreement to Exhibits to the Registrant's
1994 Form 10-K (SEC File No.
0-16421).
5.0 Opinion of Muldoon, Murphy Filed herewith. 32
& Faucette
23.1 Consent of Muldoon, Murphy Located in Exhibit 5 --
& Faucette herewith.
23.2 Consent of Filed herewith. 35
PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen Filed herewith. 37
LLP
24.0 Power of Attorney Located on signature page. --
</TABLE>
7
<PAGE> 1
EXHIBIT 4.1 ARTICLES OF INCORPORATION OF THE REGISTRANT
<PAGE> 2
ARTICLES OF INCORPORATION
OF
PROVIDENT MARYLAND CORPORATION
FIRST: The undersigned, Thomas M.W. Haines, whose address is 250 West
Pratt Street, Baltimore, Maryland 21201, being at least eighteen years of age,
acting as incorporator, does hereby form a corporation under the General Laws of
the State of Maryland.
SECOND: The name of the Corporation (hereinafter "the Corporation") is:
PROVIDENT MARYLAND CORPORATION
THIRD: The present address of the principal office of the Corporation in
the State of Maryland is 114 East Lexington Street, Baltimore, Maryland 21201.
FOURTH: The purposes for which and any of which the Corporation is formed
and the business and objects to be carried on and promoted by it are:
(1) To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any and all securities,
as such term is hereinafter defined, issued or created by any corporation,
firm, organization, association or other entity, public or private,
whether formed under the laws of the United States of America or of any
state, commonwealth, territory, dependency or possession thereof, or of
any foreign country, or issued or created by the United States of America
or any state or commonwealth thereof or any foreign country, or by any
agency, subdivision, territory, dependency, possession or municipality of
any of the foregoing, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary
or advisable for the preservation, protection, improvement and enhancement
in value thereof.
The term "securities" as used in this Article shall mean any and all
notes, stocks, treasury stocks, bonds, debentures, evidences of
indebtedness, certificates of interest or participation in any
profit-sharing agreement, collateral-trust certificates, pre-organization
certificates or subscriptions, transferable shares, investment contracts,
voting trust certificates, certificates of deposit for a security,
fractional undivided interests in oil, gas, or other mineral rights, or,
in general, any interests or instruments commonly known as "securities",
or any and all certificates of interest or participation in, temporary or
interim certificates for, receipts for, guaranties of, or warrants or
rights to subscribe to or purchase, any of the foregoing.
<PAGE> 3
(2) To engage in any one or more businesses or transactions, or to
acquire all or any portion of any entity engaged in any one or more
businesses or transactions, which the Board of Directors may from time to
time authorize or approve, whether or not related to the business
described elsewhere in this Article or to any other business at the time
or theretofore engaged in by the Corporation, and generally to engage in
any lawful act or activity for which corporations may be organized under
the Maryland General Corporation Law.
The foregoing enumerated purposes and objects shall be in no way limited
or restricted by reference to, or inference from, the terms of any other clause
of this or any other Article of the Articles of Incorporation of the
Corporation, and each shall be regarded as independent; and they are intended to
be and shall be construed as powers as well as purposes and objects of the
Corporation and shall be in addition to and not in limitation of the general
powers of corporations under the general laws of the State of Maryland.
FIFTH: The duration of the Corporation shall be perpetual.
SIXTH: The total number of shares of stock of all classes of stock which
the Corporation has authority to issue is Thirty-Five Million (35,000,000)
shares, having an aggregate par value of Thirty-Five Million Dollars
($35,000,000), and divided into Thirty Million (30,000,000) shares of common
stock with a par value of One Dollar ($1.00) per share, and Five Million
($5,000,000) shares of preferred stock with a par value of One Dollar ($1.00)
per share.
A description of each class of stock of the Corporation, including any
voting powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations and restrictions
thereof, is as follows:
(a) Preferred Stock. The Board of Directors is expressly authorized
---------------
to adopt resolutions to classify and reclassify any unissued shares of preferred
stock, and to divide and classify shares of any class into one or more series of
such class, by determining, fixing, or altering from time to time before
issuance any one or more of the following:
(1) The distinctive designation of such class or series and the
number of shares to constitute such class or series; provided that,
unless otherwise prohibited by the terms of such or any other class
or series, the number of shares of any class or series may be
decreased by the Board of Directors in connection with any
classification or reclassification of unissued shares and the number
of shares of such class or series may be increased by the Board of
Directors in connection with any such classification or
reclassification, and any shares of any class or series which have
been redeemed, purchased, otherwise acquired, or converted into
shares of Common Stock or any other class or series shall remain part
of the authorized preferred stock and be subject to classification
and reclassification as provided in this Section.
2
<PAGE> 4
(2) Whether or not and, if so, the rates, amounts, and times at
which, and the conditions under which, dividends shall be payable on
shares of such class or series, whether any such dividends shall rank
senior or junior to or on a parity with the dividends payable on any
other class or series of stock, and the status of any such dividends
as cumulative, cumulative to a limited extent or non-cumulative, and
as participating or non-participating.
(3) Whether or not shares of such class or series shall have
voting rights, in addition to any voting rights provided by law and,
if so, the terms of such voting rights.
(4) Whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and
conditions thereof, including provision for adjustment of the
conversion or exchange rate in such events or at such times as the
Board of Directors shall determine.
(5) Whether or not shares of such class or series shall be
subject to redemption and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates; and whether or not there shall be any
sinking fund or purchase account in respect thereof, and if so, the
terms thereof.
(6) The rights of the holders of shares of such class or series
upon the liquidation, dissolution, or winding up of the affairs of,
or upon any distribution of the assets of, the Corporation, which
rights may vary depending upon whether such liquidation, dissolution,
or winding up is voluntary or involuntary and, if voluntary, may vary
at different dates, and whether such rights shall rank senior or
junior to or on a parity with such rights of any other class or
series of stock.
(7) Whether or not there shall be any limitations applicable,
while shares of such class or series are outstanding, upon the
payment of dividends or making of distributions on, or the
acquisition of, or the use of moneys for the purchase or redemption
of, any capital stock of the Corporation, or upon any other action of
the Corporation, including action under this Section, and, if so, the
terms and conditions thereof.
(8) Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares of such
class or series, not inconsistent with law and the Articles of
Incorporation of the Corporation.
(b) Common Stock. Subject to all of the rights of the preferred
stock as expressly provided in these Articles of Incorporation, by law or by the
Board of Directors in a resolution or resolutions pursuant to this Article
SIXTH, the common stock of the Corporation shall
3
<PAGE> 5
possess all such rights and privileges as are afforded to capital stock by
Maryland law in the absence of any express grant of rights or privileges in the
Corporation's Articles of Incorporation, including but not limited to, the
following:
(i) Holders of the common stock shall be entitled to one
(1) vote per share on each matter submitted to a vote at a meeting of
stockholders; provided, however, that there shall not be any cumulative voting
-------- -------
of the common stock.
(ii) Dividends may be declared and paid or set aside for
payment upon the common stock out of any assets or funds of the Corporation
legally available therefor.
(iii) Upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, its net assets shall be
distributed ratably to holders of the common stock.
SEVENTH: The name and address of the resident agent of the Corporation are
George S. Ingalls, 114 East Lexington Street, Baltimore, Maryland 21202. Said
resident agent is a citizen and resident of Maryland.
EIGHTH: The number of directors shall be fixed by, or in the manner
provided in, the Bylaws of the Corporation.
Any director, or the entire Board of Directors, may be removed from office
at any time, but only for cause and then only by the affirmative vote of the
holders of at least 80% of the shares of stock entitled to vote in the election
of directors.
The directors shall be divided into three (3) classes, as nearly equal in
number as possible, with the term of the office of the first class to expire at
the 1991 annual meeting of stockholders, the term of office of the second class
to expire at the 1992 annual meeting of stockholders, and the term of office of
the third class to expire at the 1993 annual meeting of stockholders. At each
annual meeting of stockholders, beginning in 1991, successors to the class of
directors whose term expires at that annual meeting shall be elected for a
three-year term.
The names of the directors who will serve until the next annual meeting
and until their successors are duly elected and qualified are as follows:
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First Class - Term Expiring 1991
--------------------------------
Raymond C. Bryant
Calvin W. Burnett
Pierce B. Dunn
Arnold J. Kleiner
Peter M. Martin
Sheila K. Riggs
Second Class - Term Expiring 1992
---------------------------------
Michael J. Batza, Jr.
M. Jenkins Cromwell, Jr.
Clivie C. Haley, Jr.
Norman J. Louden
William L. Ollerhead
E. Clayton Shelhoss
Third Class - Term Expiring 1993
--------------------------------
Matthew C. Fenton, III
Ronald L. Mason, Sr.
C. William Pacy
Francis G. Riggs
Carl W. Stearn
Thomas J. S. Waxter, Jr.
NINTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation, the directors
and the stockholders:
(1) The Board of Directors shall have the power from time to time and
in its sole discretion: (a) to determine, in accordance with sound
accounting practice, what constitutes annual or other net profits,
earnings, surplus or net assets in excess of capital; (b) to fix and vary
from time to time the amount to be reserved as working capital, or to
determine that retained earnings or surplus shall remain in the hands of
the Corporation; (c) to set apart any funds of the Corporation for the
establishment of such reserves in such amounts and for such proper
purposes as it shall determine and to abolish or redesignate any such
reserves or any part thereof; (d) to determine whether there shall be
declared, distributed or paid any distribution or dividend in stock, cash
or other securities or property, out of surplus or any other funds or
amounts legally available therefor, and to declare, distribute and pay the
same at such times and to the stockholders of record on such
5
<PAGE> 7
dates as it may from time to time deem appropriate; and (e) except as
otherwise provided by statute or by the Bylaws, to determine whether, to
what extent, at what times and places, and under what conditions and
regulations the books, accounts and documents of the Corporation, or any
of them, shall be open to the inspection of stockholders, and, except as
so provided, no stockholder shall have the right to inspect any book,
account or document of the Corporation unless authorized to do so by
resolution of the Board of Directors.
(2) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class with or
without par value, and securities convertible into shares of its stock of
any class with or without par value, for such consideration as determined
by the Board of Directors in accordance with the Maryland General
Corporation Law, and without any action by the stockholders.
(3) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any
pre-emptive right to subscribe for or purchase any stock or any other
securities of the Corporation other than such, if any, as the Board of
Directors, in its sole discretion, may determine and at such price or
prices and upon such other terms as the Board of Directors, in its sole
discretion, may fix; and any stock or other securities which the Board of
Directors may determine to offer for subscription may, as the Board of
Directors in its sole discretion shall determine, be offered to the
holders of any class, series or type of stock or other securities at the
time outstanding to the exclusion of the holders of any or all other
classes, series or types of stock or other securities at the time
outstanding.
(4) The Board of Directors shall have the power to create and to
issue, whether or not in connection with the issuance and sale of any
shares of stock or other securities of the Corporation, rights or options
entitling the holders thereof to purchase from the Corporation any shares
of its capital stock of any class or classes, on such terms and conditions
and in such form as the Board of Directors shall set forth in a
resolution.
(5) The Board of Directors shall have the power, subject to any
limitations or restrictions imposed by law, to classify or reclassify any
unissued shares of stock whether now or hereafter authorized, by fixing or
altering in any one or more respects before issuance of such shares the
voting powers, designations, preferences and relative, participating,
optional or other special rights of such shares and the qualifications,
limitations or restrictions of such preferences and/or rights.
6
<PAGE> 8
(6) The Board of Directors shall have the power to adopt, amend or
repeal the Bylaws of the Corporation.
(7) The Board of Directors shall have the power to declare and
authorize the payment of stock dividends, whether or not payable in stock
of one class to holders of stock of another class or classes and shall
have authority to exercise without a voting of stockholders all powers of
the Corporation, whether conferred by law or by these Articles of
Incorporation, to purchase, lease or otherwise acquire the business assets
or franchises in whole or in part of other corporations or unincorporated
business entities.
(8) The Board of Directors shall have the power to borrow or raise
money, from time to time and without limit, and upon any terms, for any
corporate purposes; and subject to the Maryland General Corporation Law,
to authorize the creation, issuance, assumption or guaranty of bonds,
notes or other evidences of indebtedness for monies so borrowed, to
include therein such provisions as to redeemability, convertibility or
otherwise as the Board of Directors, in its sole discretion, may determine
and to secure the payment of principal, interest or sinking fund in
respect thereof by mortgage upon, or the pledge of, or the conveyance or
assignment in trust of, the whole or any part of the properties, assets
and goodwill of the Corporation then owed or thereafter acquired.
(9) No action required or permitted to be taken at any annual or
special meeting of stockholders shall be taken otherwise than at any such
annual or special meeting, and no such action shall be taken by means of a
consent of stockholders in lieu of a meeting.
(10) Subject to the provisions of Article TENTH of these Articles of
Incorporation, the affirmative vote of the holders of two-thirds of the
issued and outstanding shares of capital stock entitled to vote shall be
required to approve the following actions:
(a) The amendment of the Corporation's Articles of Incorporation,
except that any amendment of Article EIGHTH of the Corporation's Articles
of Incorporation shall require the affirmative vote of 80% of the issued
and outstanding shares of capital stock entitled to vote.
(b) The merger or consolidation of this Corporation with or into
any other corporation.
(c) The sale, lease or exchange of all or substantially all of
the Corporation's property and assets.
7
<PAGE> 9
(d) The dissolution of the Corporation.
(11) No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which
one or more of its directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof which
authorizes the contract or transaction, or solely because his or their
votes are counted for such purposes if:
(i) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(ii) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by a majority vote of the stockholders
entitled to vote other than the votes of shares owned of record or
beneficially by the interested director or corporation, firm or other
entity; or
(iii) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of
Directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
(12) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit or eliminate
the benefits provided to directors and officers under this provision with
respect to any act or omission which occurred prior to such amendment or
repeal.
(13) The Board of Directors shall, in connection with the exercise of
its business judgment involving any actual or proposed transaction which
8
<PAGE> 10
would or may involve a change in control of the Corporation (whether by
purchases of shares of stock or any other securities of the Corporation in
the open market or otherwise, tender offer, merger, consolidation,
dissolution, liquidation, sale of all or substantially all of the assets
of the Corporation, proxy solicitation (other than on behalf of the Board
of Directors or otherwise), in determining what is in the best interests
of the Corporation and its stockholders and in making any recommendation
to its stockholders, given due consideration to all relevant factors,
including, but not limited to (a) the economic effect, both immediate and
long-term, upon the Corporation's stockholders, including stockholders, if
any, not to participate in the transaction; (b) the social and economic
effect on the employees, depositors and customers of, and others dealing
with, the Corporation and its subsidiaries and on the communities in which
the Corporation and its subsidiaries operate or are located; (c) whether
the proposal is acceptable based on the historical and current operating
results or financial condition of the Corporation; (d) whether a more
favorable price could be obtained for the Corporation's stock or other
securities in the future; (e) the reputation and business practices of the
offeror and its management and affiliates as they would affect the
employees; (f) the future value of the stock or any other securities of
the Corporation; and (g) any antitrust or other legal and regulatory
issues that are raised by the proposal. If the Board of Directors
determines that any actual or proposed transaction which would or may
involve a change in control of the Corporation should be rejected, if may
take any lawful action to accomplish its purpose, including, but not
limited to, any and all of the following: advising stockholders not to
accept the proposal; instituting litigation against the party making the
proposal; filing complaints with governmental and regulatory authorities;
acquiring the stock or any of the securities of the Corporation; selling
or otherwise issuing authorized but unissued stock, other securities or
treasury stock or granting options with respect thereto; selling any of
the assets of the Corporation; acquiring a company to create an antitrust
or other regulatory problem for the party making the proposal; and
obtaining a more favorable offer from another individual or entity.
(14)(a) For purposes of this Paragraph, the following words have the
meanings indicated:
(i) "Affiliate", including the term "affiliated person",
shall have the meaning set forth in Article TENTH, Section 3E of
these Articles.
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<PAGE> 11
(ii) "Associate", when used to indicate a relationship with
any person, shall have the meaning set forth in Article TENTH,
Section 3F of these Articles.
(iii) "Beneficial Owner", when used, with respect to any
Voting Stock, shall have the meaning set forth in Article TENTH,
Section 3C of these Articles.
(iv) "Control" including the terms "controlling", "controlled
by", and "under common control with", means the possession, directly
or indirectly, of the power to vote or cause the direction of the
management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise, and the beneficial
ownership of ten percent or more of the votes entitled to be cast by
a corporation's voting stock creates a presumption of control.
(v) "Group", when used to indicate those additional persons
who are Beneficial Owners of Voting Stock, shall include:
(A) the person,
(B) the Affiliates and Associates of the person; and
(C) any additional person whose stock is Beneficially
Owned by the person or an Affiliate or Associate of
the person;
and shall include all persons that jointly file a statement of
beneficial ownership pursuant to Section 13(d) of the Securities and
Exchange Act of 1934, irrespective of any disclaimers of beneficial
ownership.
(vi) "Underwriters" means any one or more investment banking
firms which purchase Voting Stock of the Corporation for resale in a
public offering.
(vii) "Voting Stock" means shares of capital stock of the
Corporation entitled to vote generally in the election of directors.
(b) For a period of five (5) years following the effective date
of the merger of Provident Bank of Maryland into The Provident Trust
Company, no person or group shall, directly or indirectly, acquire or
offer to acquire the Beneficial Ownership of more than ten percent of any
class of Voting stock, or security convertible into Voting Stock, of the
Corporation;
10
<PAGE> 12
provided, however, that the foregoing limitation shall not apply to shares
of Voting Stock, or securities convertible into Voting Stock, issued: (i)
in a business combination approved by the Board of Directors of the
Corporation; (ii) to Underwriters; or (iii) by the Corporation subsequent
to the initial public offering of its stock, to the extent provided by the
Board of Directors in its resolutions authorizing such shares or
convertible securities for issuance. The Corporation may bring suit in a
court of law or equity to compel divestment of any shares or securities
acquired in excess of the limitations contained in this paragraph.
(c) For a period of five (5) years following the effective date
of the merger of Provident Bank of Maryland into The
Provident Trust Company, a person or Group that is the
Beneficial Owner of more than five percent of any class of
Voting Stock shall have the right to vote not more than five
percent of the shares of such class, and the remaining
shares Beneficially Owned by such person or group shall be
deducted from the total number of shares of Voting Stock of
such class for purposes of determining the proportion of
Voting Stock required to approve a matter submitted for
stockholder approval. In the case of a Group, the votes of
individual members of a Group shall be reduced on a pro rata
basis for purposes of determining which shares of such class
of Voting stock shall be voted so that the Group shall have
in the aggregate the right to vote not more than five
percent of the shares of such class of Voting Stock. A
person that is a member of more than one Group shall vote
the least number of shares of a class of Voting Stock that
he may vote as a member of any such Group.
(d) The provisions of Article NINTH, Sections 14(b) and (c)shall
not apply to any person or Group that Interested Stockholder
the Beneficial Ownership of Voting Stock in excess of the
percentages set forth in those Sections, to the extent that
such Beneficial Ownership may be attributable to the status
of any such person or Group as trustee of or fiduciary with
respect to any employee stock ownership plan, pension plan
or other employee benefit plan of the Corporation or its
Subsidiaries, as that term is defined in Article TENTH,
Section 3G. The provisions of Article NINTH, Sections 14(b)
and (c) may be waived from time to time by the affirmative
vote of not less than two-thirds of the entire Board of
Directors of the Corporation, but only if
11
<PAGE> 13
the Board of Directors determines that such waiver is
necessary in order to permit the Corporation to consummate
an acquisition on the basis of a pooling of interests.
The enumeration and definition of a particular power of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the Articles of Incorporation of the Corporation, or be
construed or deemed by inference or otherwise in any manner to exclude or limit
any powers conferred upon the Board of Directors under the general laws of the
State of Maryland now or hereafter in force.
TENTH: The following provision is hereby adopted by the Corporation for
the purpose of insuring equitable treatment of all stockholders in he
circumstances described below:
SECTION 1. Vote Required for Certain Business Combinations.
---------
A. Higher Vote for Certain Business Combinations. In addition to any
-------------------------------------------------
affirmative vote required by law or these Articles of Incorporation, and except
as otherwise expressly provided in Section 2 of this Article TENTH:
(i) any merger, consolidation or share exchange of the
Corporation or any Subsidiary (as hereinafter defined) with (a) any
Interested Stockholder (as hereinafter defined) or (b) any other
corporation (whether or not itself an Interested Stockholder) which
is, or after such merger, consolidation or share exchange would be,
an Affiliate (as hereinafter defined) of an Interested Stockholder;
or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder or any Affiliate of any Interested
Stockholder, of any assets of the Corporation or any Subsidiary which
have, measured at the time the transaction or transactions are
approved by the Corporation's Board of Directors, an aggregate book
value as of the end of the Corporation's most recently ended fiscal
quarter of ten percent or more of the total market value of the
outstanding capital stock of the Corporation or of its net worth as
of the end of its most recently ended fiscal quarter; or
(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in
exchange for cash, securities or other property (or a combination
thereof) having an aggregate market value of ten percent or more of
the total market value of the outstanding capital stock of the
Corporation; or
12
<PAGE> 14
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any
Interested Stockholder or any Affiliate of any Interested
Stockholder; or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger,
consolidation or share exchange of the Corporation with any of its
Subsidiaries or any other transaction (whether or not with or into or
otherwise involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of Equity Security (as hereinafter
defined) of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate of
any Interested Stockholder; or
(vi) any agreement, contract or other arrangement providing for
any of the transactions hereinabove described in this definition of
Business Combination;
shall require the affirmative vote of at least (a) two-thirds of the votes
entitled to be cast by outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single voting group, and (b) two-thirds of the holders of
Voting Stock other than Voting Stock owned directly or indirectly by the
Interested Stockholder who is (or whose Affiliate is) a party to the business
combination or by an Affiliate of the Interested Stockholder, voting together as
a single voting group. Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage may be
specified, by law, or in any agreement with any national securities exchange or
otherwise.
B. Definition of "Business Combination". The term "Business Combination"
-------------------------------------
used in this Article TENTH shall mean any transaction which is referred to in
anyone or more clauses (i) through (vi) of Paragraph A of this Section 1.
SECTION 2. When Higher Vote is Not Required. The provisions of Section 1
---------
of this Article TENTH shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of these Articles of
Incorporation, if all of the conditions specified in either of the following
paragraphs A and B are met:.
A. Approval by Disinterested Directors. The Business Combination shall
------------------------------------
have been approved by a majority of the Disinterested Directors (as hereinafter
defined); or.
B. Price and Procedure Requirements. All of the following conditions shall
--------------------------------
have been met:
(i) The aggregate amount of the cash and the Fair Market Value
(as hereinafter defined) as of the date of the consummation of the
Business Combination of
13
<PAGE> 15
consideration other than cash to be received per share by holders of
Common Stock in such Business Combination shall be at least equal to
the higher of the following:
(a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Stockholder for any shares of Common
Stock acquired by it (1) within the two-year period immediately
prior to the first public announcement of the terms of the
proposed Business Combination (the "Announcement Date") or (2) in
the transaction in which it became an Interested Stockholder,
whichever is higher; and
(b) The Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (Such latter date is
referred to in this Article TENTH as the "Determination Date"),
whichever is higher.
(ii) The aggregate amount of the cash and the Fair Market Value as of
the date of the consummation of the Business Combination of consideration
other than cash to be received per share by holders of shares of any other
class of outstanding Voting Stock shall be at least equal to the highest
of the following (it being intended that the requirements of this
paragraph B(ii) shall be required to be met with respect to every class of
outstanding Voting Stock, whether or not the Interested Stockholder has
previously acquired any shares of a particular class of Voting Stock):
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by the Interested Stockholder for any shares of such class of
Voting Stock acquired by it (1) within the two-year period
immediately prior to the Announcement Date or (2) in the transaction
in which it became an Interested Stockholder, whichever is higher;
(b) (if applicable) the highest preferential amount per share to
which the holders of shares of such class of Voting Stock are
entitled in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; and
(c) The Fair Market Value per share of such class of Voting Stock
on the Announcement Date or on the Determination Date, whichever is
higher.
(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in
cash or in the same form as the Interested Stockholder has previously paid
for shares of such class of Voting Stock. If the Interested Stockholder
has paid for shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such class of Voting Stock
shall be either cash or the form used to acquire the largest number of
shares of such class of Voting Stock
14
<PAGE> 16
previously acquired by the Interested Stockholder. The price determined in
accordance with paragraph (B)(i) and (B)(ii) of this Section 2 shall be
subject to appropriate adjustment in the event of any stock dividend,
stock split, combination of shares or similar event.
(iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination:
(a) except as approved by a majority of the Disinterested Directors, there
shall have been no failure to declare and pay at the regular date therefor
any full quarterly dividend (whether or not cumulative) on any outstanding
stock having preference over the Common Stock as to dividends or upon
liquidation; (b) there shall have been (1) no reduction in the annual rate
of dividends paid on the Common Stock (except as necessary to reflect any
such division of the Common stock), except as approved by a majority of
the Disinterested Directors, and (2) an increase in such annual rate of
dividends as necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to increase such annual
rate is approved by a majority of the Disinterested Directors; and (c)
such Interested Stockholder shall have not become the beneficial owner of
any additional shares of Voting Stock except as part of the transactions
which results in such Interested Stockholder becoming an Interested
Stockholder.
(v) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a stockholder),
of any loans, advances, guarantees, pledges or other financial assistance
or of any tax credits or other tax advantages of the Corporation, whether
in anticipation of or in connection with such Business Combination or
otherwise.
(vi) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange
Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to
public stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions).
SECTION 3. Certain Definitions. For the purpose of this Article TENTH:
---------
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of ten percent
or more of the voting power of the outstanding Voting Stock; or
15
<PAGE> 17
(ii) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of ten percent or more of the
voting power of the then outstanding Voting Stock.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) over which such person or any of its Affiliates or Associates (as
hereinafter defined) has, directly or indirectly (a) the power to vote or
to direct the voting of or (b) the power to dispose of or to direct the
disposition of; or
(ii) which such person or any of its Affiliates or Associates has (a)
the right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to
any agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Voting Stock.
D. For the purpose of determining whether a person is an Interested
Stockholder pursuant to paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph C of this Section 3 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding or upon exercise of conversion rights, warrants or
options, or otherwise.
E. "Affiliate" means a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, a specified person.
F. "Associate," when used to indicate a relationship with any person,
means:
(i) Any person (other than the Corporation or a Subsidiary) of which
such person is an officer, director, or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class of
equity securities;
(ii) Any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a
similar fiduciary capacity; and
(iii) Any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person or who is a director or
officer of the person or any of its Affiliates.
16
<PAGE> 18
G. "Subsidiary" means any corporation of which voting stock securing a
majority of the votes entitled to be cast is owned, directly or indirectly, by
the Corporation.
H. "Disinterested Director" means any member of the Board of Directors who
is unaffiliated with the Interested Stockholder and was a member of the Board of
Directors prior to the time that the Interested Stockholder became an Interested
Stockholder, and any successor of a Disinterested Director who is unaffiliated
with the Interested Stockholder and is recommended to succeed a Disinterested
Director by a majority of Disinterested Directors then on the Board of
Directors.
I. "Fair Market Value" means: (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange -- Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or, if such
stock is not listed on any such exchange, on the National Market System or, if
such stock is not listed on any such exchange or on the National Market System,
the highest closing bid quotation with respect to a share of such stock during
the 30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in use,
or if no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by the Board of Directors in
good faith; and (ii) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by the Board
of Directors in good faith.
J. In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used in
paragraphs B(i) and (ii) of Section 2 of this Article TENTH shall include the
shares of Common Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.
K. "Equity Security" means:
(i) Any stock or similar security, certificate of interest or
participation in any profit sharing agreement, voting trust certificate,
or certificate of deposit for an equity security;
(ii) Any security convertible, with or without consideration, into an
equity security, or any warrant or other security carrying any right to
subscribe to or purchase an equity security; or
(iii) Any put, call, straddle, or other option or privilege of buying
an equity security from or selling an equity security to another without
being bound to do so.
SECTION 4. Powers of the Board of Directors. A majority of the
----------
Disinterested Directors shall have the power and duty to determine for the
purposes of this Article TENTH, on the basis of
17
<PAGE> 19
information known to them after reasonable inquiry, (A) whether a person is an
Interested Stockholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate of
another, (D) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value meeting the tests contained in
paragraphs A(ii) and A(iii) of Section 1 of this Article TENTH. A majority of
the Disinterested directors shall have the further power to interpret all of the
terms and provisions of this Article TENTH. Any such determination made in good
faith shall be binding and conclusive on all parties.
SECTION 5. No Effect on Fiduciary Obligations of Interested Shareholders.
---------
Nothing contained in this Article TENTH shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
SECTION 6. Situation in which Inapplicable. The provisions of this Article
---------
TENTH shall not be applicable if and when eighty percent of the Voting Stock is
Beneficially Owned by a single person and his Affiliates or Associates.
SECTION 7. Amendment, Repeal, etc. Notwithstanding any other provisions of
---------
these Article of Incorporation or the Bylaws (and notwithstanding the fact that
a lesser percentage may be specified by law, these Articles of Incorporation or
the Bylaws) the affirmative vote of at least (a) two-thirds of the holders of
the outstanding Voting Stock, voting together as a single class and (b)
two-thirds of the holders of Voting Stock other than Voting Stock owned directly
or indirectly by the Interested Stockholder who is (or whose Affiliate is) a
party to the Business Combination or by an Affiliate of the Interested
Stockholder, voting together as a single voting group, shall be required to
amend or repeal or to adopt any provisions inconsistent with this Article TENTH
or any provision thereof.
ELEVENTH: The Corporation shall indemnify (A) its directors and officers,
whether serving the Corporation or at its request any other entity, to the
fullest extent required or permitted by the general laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures required, and (B) other employees and agents to such extent as shall
be authorized by the Board of Directors or the Corporation's Bylaws and be
permitted by law. The foregoing rights of indemnification shall not be exclusive
of any rights to which those seeking indemnification may be entitled. The Board
of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such Bylaws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of the charter of the Corporation shall limit or eliminate the
right to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal.
18
<PAGE> 20
IN WITNESS WHEREOF, I have signed these Articles of Incorporation,
acknowledging the same to be may act as of this second day of March, 1990.
/s/ Gregg W. Hawes /s/ Thomas M.W. Haines
- ------------------- ----------------------
Gregg W. Hawes Thomas M.W. Haines
19
<PAGE> 21
PROVIDENT BANKSHARES CORPORATION
ARTICLES OF AMENDMENT
(Under Section 2-607 of the Corporations and Associations Article)
Provident Bankshares Corporation, a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation") hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: Article SIXTH of the Corporation's Charter is hereby amended to
read as follows:
"The total number of shares of stock of all classes which the Corporation
has authority to issue is One Hundred Five Million (105,000,000) shares, having
an aggregate par value of One Hundred Five Million Dollars ($105,000,000), and
divided into One Hundred Million (100,000,000) shares of common stock with a par
value of One Dollar ($1.00) per share, and Five Million (5,000,000) shares of
preferred stock with a par value of One Dollar ($1.00) per share."
SECOND: The total number of shares of stock of all classes that the
Corporation had authority to issue immediately before the foregoing amendment
was Thirty-Five Million (35,000,000), of which Thirty Million (30,000,000)
shares were Common Stock, par value $1.00 per share, and Five Million
(5,000,000) shares were Preferred Stock, par value $1.00 per share. The
aggregate par value of all shares of stock of all classes was Thirty-Five
Million Dollars ($35,000,000).
THIRD: The total number of shares of stock of all classes that the
Corporation has authority to issue, as amended, is One Hundred Five Million
(105,000,000), of which One Hundred Million (100,000,000) shares shall be Common
Stock, par value $1.00 per share, and Five Million (5,000,000) shares shall be
Preferred Stock, par value $1.00 per share. The aggregate par value of all
shares of stock of all classes is One Hundred Five Million Dllars
($150,000,000).
FOURTH: The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of each class of stock of the Corporation were not
changed by the foregoing amendment.
-1-
<PAGE> 22
FIFTH: All of the foregoing amendments to the Corporation's Articles of
Incorporation were advised by the Board of Directors and approved by the
stockholders of the Corporation.
IN WITNESS WHEREOF, Provident Bankshares Corporation has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President and Chief Executive Officer and attested by its Corporate Secretary on
May 7, 1998.
PROVIDENT BANKSHARES CORPORATION
By: /s/ Peter M. Martin
-----------------------------------
Peter M. Martin
President and Chief Executive Officer
Attest:
/s/ Robert L. Davis
- ----------------------
Robert L. Davis
Corporate Secretary
-2-
<PAGE> 23
THE UNDERSIGNED, President and Chief Executive Officer of Provident
Bankshares Corporation, who executed on behalf of said corporation the foregoing
Articles of Amendment, of which this certificate is made a part, hereby
acknowledges, in the name on behalf of said corporation, the foregoing Articles
of Amendment to be the corporate act of said corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ Peter M. Martin
--------------------------------------
Peter M. Martin
President and Chief Executive Officer
-3-
<PAGE> 1
EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE RE: LEGALITY
<PAGE> 2
[MULDOON, MURPHY & FAUCETTE LETTERHEAD]
July 10, 1998
Board of Directors
Provident Bankshares Corporation
114 East Lexington Street
Baltimore, Maryland 21202
Re: Provident Bankshares Corporation
Amended and Restated Stock Option Plan
Ladies and Gentlemen:
We have been requested by Provident Bankshares Corporation (the "Company")
to issue a legal opinion in connection with the registration under the
Securities Act of 1933 on Form S-8 of 500,000 additional shares of the Company's
Common Stock, $1.00 par value (the "Shares"), to be reserved for issuance under
the Provident Bankshares Corporation Amended and Restated Stock Option Plan (the
"Plan"). An S-8 was filed on June 15, 1988, to register 510,000 shares of Common
Stock, $1.00 par value per share, reserved for issuance under the Provident
Bankshares Corporation Stock Option and Appreciation Rights Plan, with the
Securities and Exchange Commission (the "SEC") (SEC File No. 33-22552). On
October 31, 1990, the Registrant registered 190,000 shares of Common Stock,
$1.00 par value per share, reserved for issuance under the Provident Bankshares
Corporation Amended Stock Option Plan, with the SEC on an S- 8 (SEC File No.
33-37502). On May 19, 1995, The Registrant registered 565,000 shares of Common
Stock, $1.00 par value per share, reserved for issuance under the Provident
Bankshares Corporation Amended and Restated Stock Option Plan, with the SEC (SEC
File No. 33-92510).
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary, Provident Bank of Maryland.
Based on the foregoing and limited in all respects to Maryland law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance
<PAGE> 3
Board of Directors
July 10, 1998
Page 2
of the Shares in the manner described in the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Sincerely,
/s/ MULDOON, MURPHY & FAUCETTE
<PAGE> 1
EXHIBIT 23.2 PRICEWATERHOUSECOOPERS LLP
<PAGE> 2
[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8 (File No. 333-__________) of Provident Bankshares Corporation
related to the Provident Bankshares Corporation Amended and Restated Stock
Option Plan of our report dated January 21, 1998, on our audits of the
consolidated financial statements of Provident Bankshares Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, which report is included in the Provident Bankshares
Corporation's 1997 Annual Report on Form 10-K. We also consent to the reference
to our firm under the caption "Interests of Named Experts and Counsel".
/s/ PRICEWATERHOUSECOOPERS LLP
Baltimore, Maryland
July 9, 1998
<PAGE> 1
EXHIBIT 23.3 ARTHUR ANDERSEN LLP
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in the registration statement of our report dated January 22, 1997,
except with respect to Note 19 as to which the date is March 10, 1997
incorporated by reference in Provident Bankshares annual report on Form 10-K for
the year ended December 31, 1997 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
July 9, 1998
