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As filed with the Securities and Exchange Commission on July 23, 1999
Registration No. 33-62859
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PROVIDENT BANKSHARES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
PROVIDENT BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(Full title of the Plan)
MARYLAND 52-158642
(State or Other Jurisdiction of (I.R.S.Employer
Incorporation or Organization Identification Number)
114 EAST LEXINGTON STREET
BALTIMORE, MARYLAND 21202
(410) 576-2842
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
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COPIES TO:
Robert L. Davis, Esqire LESLIE ANN MURPHY
Provident Bank of Maryland MULDOON MURPHY & FAUCETTE LLP
114 East Lexington Street 5101 WISCONSIN AVENUE, N.W.
Baltimore, Maryland 21202 WASHINGTON, D.C. 20016
(Name and address of agent for service) (202) 362-0840
(410) 576-2848 --------------------------
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(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: THIS IS A
CONTINUOUS OFFERING WHICH BEGAN UPON THE INITIAL EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE: No additional securities are being registered.
Pursuant to 1933 Act Rule 429(b), 1,348,050 shares of the Registrant's Common
Stock covered by the Prospectus forming a portion of this Registration Statement
were registered pursuant to the original registration statement filed on
September 22, 1995 598,117 shares were registered which were subsequently
adjusted pursuant to Rule 416(b) to cover 5% stock dividends occurring on or
about 4/29/96, 4/28/97, 4/27/98 and 5/14/99 and a 2 for 1 split occurring on or
about 2/13/98 resulting in a total adjustment to 1,454,029 shares, of which
1,348,050 remain unsold and are being carried forward to the Prospectus forming
a portion of this Registration Statement. The total registration fee,$6,239, was
previously paid (File No.: 33-62859) and covers the shares offered under this
post effective amendment.
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PROSPECTUS
PROVIDENT BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
JUNE 30, 1999
This prospectus describes the dividend reinvestment and stock purchase plan
of Provident Bankshares Corporation and relates to 1,348,050 shares of our
common stock, $1.00 par value. The common stock is traded on the Nasdaq National
Market under the symbol "PBKS."
PLEASE READ AND KEEP THIS PROSPECTUS FOR FUTURE REFERENCE.
KEY FEATURES OF THE PLAN
o As a registered stockholder, you are automatically eligible to participate
in the plan.
o If you are currently enrolled in the plan, you will continue to participate
in the plan without taking any further action. Stockholders who wish to
enroll in the plan should complete the enclosed authorization card and return
it in the envelope provided or contact the plan administrator at (800)
730-4001. Only stockholders may participate in the plan.
o You may deposit your shares in the plan for safekeeping and free custodial
and record keeping services.
o You may acquire shares of common stock under the plan by: (i) reinvesting any
cash dividends paid on the com mon stock; or (ii) making limited optional
cash payments. All amounts are fully invested in stock, since the plan
provides for the purchase and holding of fractional shares.
o Dividends are reinvested on a quarterly basis. Optional cash deposits are
invested at 12 monthly investment dates each year, usually on the last
business day of the month. Optional cash deposits may be made at any time,
but not less than $100 per payment nor total more than $10,000 per calendar
quarter, unless a higher amount is pre-approved. You may pay for stock by
money order or check drawn on your account with a U.S. financial institution.
o The price you pay for all shares of common stock acquired under the plan will
be based on the price of the stock in the market without brokerage
commissions, fees or service charges.
o No interest is paid on optional cash deposits pending their investment in
stock.
o You may sell any number of whole shares held in your account by providing
instructions to the plan administrator using the transaction request form
attached to your plan statement.
o On June 30, 1999, the closing price of the common stock was $23.25 per share.
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THESE SECURITIES DO NOT CONSTITUTE DEPOSITS OR ACCOUNTS. NEITHER THE FEDERAL
DEPOSIT INSURANCE CORPORATION NOR ANY OTHER GOVERNMENTAL AGENCY INSURES OR
GUARANTEES THESE SECURITIES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, NOR ANY OTHER STATE SECURITIES REGULATOR
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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DESCRIPTION OF THE PLAN
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the plan is to provide our stockholders with a convenient and
economical way of investing cash dividends and making optional cash investments
in our common stock, without the payment of brokerage commissions, fees or
service charges.
2. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
You may participate in the plan if you qualify under either one of the
following: (a) shares of common stock are registered on the stock transfer book
of Provident Bankshares in your name, making you a registered owner; or (b)
shares of common stock are registered in the name of a broker, bank or other
nominee and held for your account, making you a beneficial owner. While
registered owners may participate directly in the plan, beneficial owners must
either become registered owners by having such shares transferred into their own
names or make arrangements with their broker, bank or other nominee for such
entities to participate on their behalf. SEE QUESTIONS 3, 5 AND 12.
3. HOW DO YOU PARTICIPATE IN THE PLAN?
If you are a registered owner, you may join the plan simply by signing the
Authorization Card and returning it to the plan administrator or contact the
plan administrator at (800) 730-4001. You may use the enclosed return envelope
for this purpose.
If your shares are not held directly by you, your shares may be held in a
major securities depository, such as The Depository Trust Company (using its
nominee Cede & Co.), which is in the business of safekeeping stock certificates
for their participants. The depository would be the registered owner of your
shares of common stock on Provident Bankshares' stock transfer records and you
would be the beneficial owner of the shares. Depositories hold securities in the
name of a nominee for the account of their participants, usually brokers, banks,
nominees or other financial intermediaries which, in turn, hold the shares for
the ultimate benefit of their customers, who are the beneficial owners of the
shares. If you are a beneficial owner and want to participate in the dividend
reinvestment or optional cash purchase feature of the plan, you must ask your
broker, bank or other nominee to participate on your behalf. If you are a
beneficial owner, to participate in the optional cash deposit feature of the
plan, you must ask your broker, bank or other nominee to provide a Broker and
Nominee Form (a "B & N Form") to the plan administrator on your behalf. SEE
QUESTIONS 5 AND 13.
Please direct requests for Authorization Cards and B & N Forms, delivery of
optional cash deposits and requests to terminate participation in the plan to
the plan administrator at:
BankBoston, N.A.
c/o EquiServe, Limited Partnership
P.O. Box 8040
Boston, MA 02266-8040
or call (800) 730-4001
4. WHEN MAY YOU JOIN THE PLAN AND WHEN WILL YOUR INVESTMENTS BEGIN?
You may join the plan at any time. If the plan administrator receives an
Authorization Card specifying reinvestment of dividends on or before the record
date for payment of a particular dividend, reinvestment will begin with that
dividend payment. If the plan administrator receives the Authorization Card
after that date, the reinvestment of dividends will begin with the next dividend
payment date.
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If the plan administrator receives an Authorization Card specifying the
optional cash deposit feature on or before a particular optional cash investment
date, the funds received will be invested in common stock on such optional cash
investment date, or as soon thereafter as practical, as determined by the plan
administrator in the case of open market or privately negotiated purchases. If
the Authorization Card is received after that date, the optional cash deposit
will be invested on the next optional cash investment date, or as soon
thereafter as practical, as determined by the plan administrator in the case of
open market or privately negotiated purchases. SEE QUESTION 10 for a discussion
of the dividend payment date and option cash investment date.
5. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card allows you to indicate how you wish to participate in
the plan by checking the appropriate box. You may indicate whether you want to
reinvest dividends paid on all shares of common stock registered in your name
with the option of purchasing stock with optional cash deposits, or to make
optional cash deposits only. If you elect to participate in the plan's dividend
reinvestment feature, all dividends declared on your common stock will be
reinvested, since the plan does not permit reinvestment of only a portion of
your dividends.
The Authorization Card is designed to be used by registered owners. If you
are a beneficial owner, your broker, bank or other nominee as owner of record of
your shares should contact the plan administrator directly in order to
participate in the plan on your behalf.
If you properly sign and return an Authorization Card to the plan
administrator but either no box is checked or no clear participation election is
otherwise made, you will be deemed to have elected to participate in both the
dividend reinvestment and optional cash deposit features of the plan.
6. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION AFTER ENROLLMENT?
If you initially elect to participate only in the optional cash deposit
feature but later wish also to enroll in the dividend reinvestment feature, you
must execute an additional Authorization Card and return it to the plan
administrator or contact the plan administrator at (800) 730-4001. If you
initially elect to participate in the dividend reinvestment feature but later
decide to participate in the optional cash deposit feature only, you must
execute a new Authorization Card and return it to the plan administrator, and
these materials must be received no later than a particular dividend's record
date in order to stop the reinvestment of the corresponding dividend.
7. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
BankBoston, N.A. is the named transfer agent. EquiServe, Limited
Partnership, the service provider for BankBoston, N.A., is the plan
administrator. The plan administrator administers the plan, arranges for the
custody of share certificates, keeps records, sends statements of account to
participants, and performs other duties relating to the plan.
8. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH THEIR PARTICIPATION
IN THE PLAN?
You will incur no brokerage commissions, fees, or service charges for any
purchases made under the plan. All costs of administration of the plan will be
paid by Provident Bankshares.
9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The plan does not limit the aggregate amount of cash dividends that may be
reinvested. The number of shares purchased depends on the amount of your
dividends or optional cash deposits, or both, and the applicable market price of
the common stock. Your plan account will be credited with that number of shares,
including fractions equal to the total amount to be invested divided by the
purchase price per share. There are limitations with respect to optional cash
purchases, SEE QUESTION 14.
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10. WHEN AND AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE
PLAN?
The plan administrator will invest all funds for the participants in shares
of Provident Bankshares' common stock. With respect to purchases made directly
from Provident Bankshares, dividends will be reinvested on each dividend
investment date which is the quarterly dividend payment date, and optional cash
deposits will be invested monthly on the optional cash investment date which is
the last business day of each month. With respect to open market or privately
negotiated purchases of both reinvested dividends and optional cash deposits,
purchases will be made as soon after the relevant optional investment date as
practical, as determined by the plan administrator.
The record date for dividends is set by the Board of Directors. The Dividend
Investment Date is, with respect to common stock acquired directly from
Provident Bankshares, the dividend payment date declared by the Board of
Directors or, in the case of open market purchases, as soon thereafter as
practicable, as determined by the plan administrator. Cash dividends are
generally payable after the close of each quarter, during the middle of May,
August, November and February. The dividend record date for determining
stockholders entitled to receive dividends precedes the dividend payment date
by approximately 11 days. WHILE PROVIDENT BANKSHARES CURRENTLY EXPECTS TO
CONTINUE ITS POLICY OF PAYING QUARTERLY CASH DIVIDENDS, THE DECLARATION AND
PAYMENT OF DIVIDENDS IS AT ALL TIMES WITHIN THE SOLE DISCRETION OF THE BOARD OF
DIRECTORS AND SUBJECT TO REGULATORY, FINANCIAL AND OTHER CONSIDERATIONS.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT DIVIDENDS ON THE COMMON STOCK WILL
NOT BE REDUCED OR ELIMINATED IN FUTURE PERIODS.
In the event that shares are purchased on the open market, the plan
administrator may acquire such shares on any securities exchange on which the
common stock is then traded, in the over-the-counter market or in privately
negotiated transactions and such transactions may be subject to such terms to
which Provident Bankshares may agree. Neither Provident Bankshares nor any
participant shall have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer through
or from whom any such purchases are made.
You will become an owner of the shares purchased for you under the plan on
the date on which shares are credited to your account. However, for Federal
income tax purposes, the holding period will commence on the following day.
As of the date of this Prospectus, the price of shares of common stock
purchased from Provident Bankshares with reinvested dividends and with optional
cash deposits will be equal to the average daily high and low of the common
stock, as reported by the Nasdaq National Market and published in THE WALL
STREET JOURNAL, referred to as the "Market Price" for the 12 trading days in the
relevant pricing period. A "trading day" means a day on which trades in the
common stock are reported by Nasdaq. The "pricing period" means the 12 trading
days immediately prior to the dividend investment date or the optional
investment date, as the case may be. The price per share of common stock
purchased other than from Provident Bankshares will be the weighted average
purchase price of all shares purchased by the plan administrator for the
applicable purchase date.
YOU SHOULD RECOGNIZE THAT PROVIDENT BANKSHARES CANNOT ASSURE YOU OF A PROFIT
OR PROTECT YOU AGAINST A LOSS ON THE SHARES PURCHASED.
11. CAN THE STOCK BE PURCHASED AT A DISCOUNT UNDER THE PLAN?
Provident Bankshares may from time to time and in the exercise of its
discretion, implement a discount feature permitting the purchase under the plan
of shares from Provident Bankshares at a discount from the Market Price of up to
5%. The only time the plan offered a 5% discount on the price of the stock was
from March 11, 1994 through September 30, 1994. Provident Bankshares reserves
the right from time to time to implement, modify or eliminate a discount from
Market Price with respect to reinvested dividends or optional cash deposits, or
both. Provident Bankshares expects to base any decision on the implementation,
modification or elimination of any discount feature upon the then-current market
price for the common stock, the level of participation in the plan, the nature
and
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amount of similar discounts offered by the dividend reinvestment plans of other
companies, the corporation's capital needs and such other factors as it deems
appropriate under the circumstances.
If Provident Bankshares reimplements a discount feature permitting the
discounted acquisition of shares acquired from Provident Bankshares, it is
possible that brokers, dealers, financial intermediaries or other persons may
engage in short-term buying and selling activities in order to profit from the
discount feature through the purchase of common stock at the discount from the
Market Price and the sale of such shares at full market price. They may also
engage in similar activities with regards to the dividend reinvestment feature,
since the plan contains no dollar limitation on the amount of dividends
reinvested. Persons or entities engaging in such resale activities may be deemed
to be underwriters under the Securities Act of 1933. Provident Bankshares does
not endorse these practices which may generate some volatility in the trading
volume and possibly the price of the shares of its common stock. Acting as an
underwriter may give rise to disclosure obligations and other liabilities under
the 1933 Act. Additionally, the difference between the price paid to Provident
Bankshares for any shares of common stock acquired under the plan directly from
Provident Bankshares, after deduction of the applicable discount from the Market
Price (if any) and the price at which such shares are resold, may be deemed to
constitute underwriting commissions received in connection with such
transactions.
12. WILL CERTIFICATES BE ISSUED FOR SHARES OF STOCK PURCHASED UNDER THE PLAN?
Unless requested, certificates for shares of common stock purchased under
the plan will not be issued to you. The plan administrator or its nominee will
hold all shares purchased for the benefit of plan participants. Your statement
of account will show the number of shares purchased for your account under the
plan. This feature protects against loss, theft, or destruction of stock
certificates.
You may also elect to deposit in the plan for safekeeping, without charge,
certificates registered in your name for other shares of Provident Bankshares
common stock. Because you bear the risk of loss in sending the certificates, you
should send them to the plan administrator by registered mail, return receipt
requested, to the address stated in QUESTION 3. If such stock is distributed to
you from the plan at a later date, it will be reissued as a newly numbered
certificate.
Certificates for any number of whole shares credited to your account under
the plan will be issued within 30 days of receipt of your written request or of
your withdrawal from the plan. Any remaining whole shares and fractional shares
will continue to be credited to your account. Certificates for fractional shares
will not be issued under any circumstances.
13. WHO WILL BE ELIGIBLE TO MAKE OPTIONAL CASH DEPOSITS?
All registered owners and all beneficial owners, except for certain brokers,
banks and other nominees (discussed below), who have submitted signed
Authorization Cards indicating their intention to participate in this feature of
the plan are eligible to make optional cash deposits during any month.
A broker, bank or other nominee, as holder of shares of common stock on
behalf of a beneficial owner, may participate in the plan. If you would like
your broker, bank or other nominee to participate in the plan on your behalf,
you must contact them directly. See QUESTIONS 3 AND 5.
14. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH DEPOSITS?
Optional cash deposits may be made at any time. The same amount of money
need not be sent each month and you are under no obligation to make an optional
cash deposit at any time. Once the plan administrator receives your optional
cash deposit it will not be returned to you, unless you request its return in
writing. You will be informed of the price and actual number of shares purchased
pursuant to an optional cash deposit following the actual date of purchase by
the plan administrator. An optional cash deposit must be at least $100 in
amount, and your payments
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may not aggregate to more than $10,000 in any calendar quarter. For purposes of
this limitation, all plan accounts controlled by you will be aggregated, as
determined by Provident Bankshares. You may, however, invest amounts in excess
of the $10,000 maximum purchase limit upon advance request and with the prior
approval of Provident Bankshares. Provident Bankshares will grant or deny
waivers in its sole discretion on either a uniform or selected basis. In
considering any requests for a waiver of the $10,000 maximum quarterly purchase
limit, Provident Bankshares will consider the then-current market price for the
common stock, the identity of the party requesting the waiver, Provident
Bankshares' capital needs, and such other factors as it deems relevant under the
circumstances. Provident Bankshares' Corporate Secretary must receive requests
for prior approval prior to the beginning of any relevant pricing period. SEE
THE BACK COVER PAGE for the address and telephone number.
Currently, the plan offers no discount feature. During the seven months in
1994 that the plan offered a 5% discount on the price of the stock, Provident
Bankshares received a total of 58 requests from different individual
stockholders for waivers of the $10,000 maximum purchase limit. Of such
requests, Provident Bankshares granted 52 requests covering purchases totaling
$2,520,000. Since October 1, 1994 and continuing through the date of this
Prospectus, Provident Bankshares has received no requests for waivers of the
$10,000 maximum purchase limit and knows of no pending waiver requests. While
requests for such waivers may occur in the future and Provident Bankshares
anticipates that such requests will be made, no assurance can be given that any
such requests will be received. Stockholders receiving waivers of the $10,000
maximum purchase limit, particularly where the dollar amount of the waiver
permits the purchase of a substantial number of shares of the outstanding Common
Stock and the shares so purchased are held for a relatively short period, may be
deemed to be underwriters under the 1933 Act.
15. HOW AND WHEN ARE OPTIONAL CASH DEPOSITS INVESTED IN COMMON STOCK?
In order to make an optional cash deposit, you must be a participant in this
feature of the plan. The due date for optional cash deposits is one business day
prior to the relevant optional investment date. Funds received too late for
investment on any given optional investment date will be applied automatically
to the purchase of common stock on the next following optional investment date.
You may make an initial optional cash deposit when enrolling by enclosing a
check or money order with the Authorization Card. Make your check or money order
payable to "BankBoston, N.A. - Provident Bankshares DRP." Thereafter, you may
make optional cash deposits at any time by sending them to BankBoston, N.A. at
the address indicated in Question 3 accompanied by the transaction form from the
bottom of your statement. Please include your plan account number on your check
or money order and on any correspondence with respect to the plan. While
optional cash deposits may be made at any time, good funds must be on deposit
with the plan administrator no later than the business day before the relevant
Investment Date to be invested on such date. Please note that third party checks
are not accepted and that optional cash deposits must be made in U.S. dollars
drawn against a U.S. financial institution. You may obtain the return of any
optional cash deposit if the plan administrator receives written notice no later
than 3 business days before the relevant Investment Date.
In order for payments to be invested on the optional investment date, in
addition to the receipt of good funds no later than the business day immediately
preceding the relevant optional investment date, the plan administrator also
must be in receipt of an Authorization Card or a B & N Form, as appropriate. In
the event all of such materials are not received on the dates required for a
particular optional investment date, the deposit will be applied towards the
next optional investment date immediately thereafter. Optional cash deposits
will be accepted by Provident Bankshares only if Provident Bankshares, in its
sole judgment, determines that all necessary materials have been provided as
required herein and that such materials establish that the person on whose
behalf such materials were submitted is eligible to participate in the plan. SEE
QUESTIONS 3 AND 5. The optional investment date is, with respect to common stock
acquired directly from Provident Bankshares, the last business day of each
month, or in the case of open market or privately negotiated purchases, as soon
thereafter as practicable, as determined by the plan administrator.
NO INTEREST WILL BE PAID ON OPTIONAL CASH DEPOSITS PENDING THEIR ACTUAL
INVESTMENT.
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16. WHAT IF YOUR PAYMENT IS RETURNED FOR INSUFFICIENT FUNDS?
Payments are accepted subject to timely collection as good funds and
verification of compliance with the terms of the plan. Checks or other forms
of payment returned or denied for any reason will not be resubmitted for
collection.
In the event that your check is returned unpaid for any reason, the plan
administrator will immediately remove from your account any shares already
purchased upon the prior credit of such funds. The plan administrator may sell
any such shares to satisfy any uncollected amounts. If the net proceeds of the
sale of such shares are insufficient to satisfy the balance of the uncollected
amounts, the plan administrator may sell such additional shares from your
account as necessary to satisfy the uncollected balance.
A fee of $25.00 will be charged for any checks returned for insufficient
funds. The plan administrator may place a hold on your account until the fee is
received or sell shares from your account to satisfy the fee. Accordingly, it is
recommended that checks or money orders be sent so as to be received at least 5
business days before an optional investment date.
17. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
You will receive a statement of account for each month in which a purchase
or reinvestment was made. Each statement will contain the date of purchase or
reinvestment, the amount purchased or reinvested, the applicable purchase price
per share, the number of shares acquired, and the total number of shares held
after such acquisition. These statements will provide a record of the cost of
purchases under the plan and should be retained for tax purposes. In addition,
you will receive copies of all communications sent to stockholders and all
required income tax information.
18. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. Dividends paid with respect to all shares and fractions of a share
held in your account will be automatically reinvested in additional shares.
19. HOW DOES A PARTICIPANT DISCONTINUE THE REINVESTMENT OF DIVIDENDS UNDER THE
PLAN?
You may discontinue the reinvestment of dividends under the plan by
notifying the plan administrator in writing. Any notice of discontinuation
received less than 15 days prior to a dividend record date will not be effective
until dividends paid for such record date have been reinvested and the shares
credited to your plan account.
If you wish to discontinue participation, you may: (a) discontinue the
automatic dividend reinvestment feature, while continuing to participate in the
optional cash deposit feature; or (b) withdraw completely from the plan (both
dividend reinvestment and optional cash deposits).
20. HOW MAY A PARTICIPANT SELL OR WITHDRAW SHARES PURCHASED UNDER THE PLAN?
If you decide to sell any plan shares, you must first withdraw such shares
from your plan account.
You may withdraw all or a portion of the shares from your plan account by
notifying the plan administrator in writing to that effect and specifying in the
notice the number of shares to be withdrawn. Certificates for whole shares of
common stock so withdrawn will be registered in your name and issued to you.
Certificates representing fractional shares will not be issued.
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21. WHAT HAPPENS TO ANY FRACTIONAL SHARE WHEN A PARTICIPANT WITHDRAWS ALL SHARES
FROM THE PLAN?
Any fractional share withdrawn will be liquidated at the then current Market
Price of the common stock. The proceeds from the sale of any fractional share
together with certificates for whole shares will be mailed directly to you by
the plan administrator.
22. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES HELD BY THE
PARTICIPANT ARE TRANSFERRED OR SOLD?
If you dispose of all shares of common stock registered in your name, the
plan administrator will, unless you also withdraw all shares held in your
account under the plan, continue to be authorized to reinvest the dividends or
remit cash dividends on the shares held in your plan account.
23. WHAT HAPPENS IF PROVIDENT BANKSHARES HAS A COMMON STOCK RIGHTS OFFERING,
ISSUES A STOCK DIVIDEND, OR DECLARES A STOCK SPLIT?
All common stock rights to purchase additional shares of Provident
Bankshares' common stock or other securities with respect to shares held in
participants' accounts will be distributed to participants by the plan
administrator as soon as practical. Any rights based on a fraction of share held
in your account would be sold and the resulting proceeds, excluding fees and
charges, will be used to purchase additional shares of common stock as if the
proceeds were received as an optional cash deposit. Any rights issued with
respect to shares held outside of the plan will be distributed to the owner of
such shares.
Any stock dividend or shares resulting from stock splits with respect to
full shares and fractional shares held by you directly or in your account will
be automatically added to your account.
24. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF STOCKHOLDERS?
All shares credited to your account under the plan will be voted as
directed, either in person or by proxy. If, on the record date for a meeting of
stockholders there are shares credited to your account, you will be sent the
proxy material for that meeting which will show the number of shares registered
in your name together with the shares credited to your account, including
fractions of a share. If you return a fully marked and executed vote
authorization, it will be voted by the plan with respect to all shares credited
to you.
25. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The following states the Federal income tax consequences as of the date of
this prospectus:(i) cash dividends reinvested under the plan will be taxable as
having been received by you, even though you have not actually received them in
cash. In addition, in the case of shares purchased on the open market with
reinvested dividends or optional cash investments, the amount of brokerage
commissions paid by us on your behalf will be treated as a distribution subject
to income tax in the same manner as dividends. You will receive an annual
statement from the plan administrator indicating the amount reported to the
Internal Revenue Service of: (a) reinvested dividends to be treated as dividend
income, and (b) brokerage commissions paid by Provident Bankshares on your
behalf. The tax basis per share will be the price at which the shares are
credited to your account as described above in QUESTION 10; (ii) in general, if
you fail to furnish a valid taxpayer identification number to the plan
administrator, dividend distributions will be subject to the U.S. backup
withholding. The dividends, less the amount of Federal income tax required to be
withheld, will then be reinvested; (iii) the rule stated in paragraph (i) above
may not be applicable to certain participants in the plan, such as tax-exempt
entities (e.g., pension funds) and foreign shareholders. These participants
should consult their own tax advisors concerning the tax consequences applicable
to their situations; (iv) in the case of those foreign shareholders whose
dividends are subject to U.S. Federal income tax withholding, the amount of tax
to be withheld will be deducted from the amount of the dividend, and only the
remaining amount of the dividend will be reinvested.
8
<PAGE> 10
This summary may not reflect every situation under federal, state or local
tax laws that could result from participation in the plan. For additional
information about the tax consequences applicable to your particular situation,
please consult your tax advisor.
26. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?
The plan administrator receives the participant's dividend payments and
optional cash deposits, invests these amounts in additional shares of Provident
Bankshares' common stock, maintains continuing records of each participant's
account, and advises participants as to all transactions in and the status of
their accounts. The plan administrator acts in the capacity of Agent for the
participants.
All notices from the plan administrator to you will be addressed to your
address of record with the plan administrator. The mailing of a notice to a
participant's address of record will satisfy the plan administrator's duty of
giving notice to each participant. Therefore, you should promptly notify the
plan administrator of any change in address.
Neither the plan administrator, its agent, nor Provident Bankshares shall
have any responsibility beyond the exercise of ordinary care for any reasonable
and prudent actions taken or omitted pursuant to the plan including, without
limitation, any claim for liability arising out of failure to terminate a
participant's account upon a participant's death or adjudicated incompetency
prior to receipt of notice in writing of such death or adjudicated incompetency,
nor shall they have any duty, responsibility or liability except as are
expressly set forth in the plan. This limitation of liability shall not limit
the right of any participant to institute legal proceedings or take other action
for any alleged violation of Federal securities laws.
The plan administrator assumes no responsibility with respect to the
preparation or content of this description.
You should recognize that neither Provident Bankshares nor the plan
administrator can provide any assurance that shares purchased under the plan
will, at any particular time, be worth more or less than their purchase price,
and Provident Bankshares shall not be liable with respect to the prices at which
shares are purchased.
All aspects of the plan, including the optional cash deposit feature, shall
be governed by the laws of the Commonwealth of Massachusetts.
27. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While we hope to continue the plan indefinitely, we reserve the right to
modify, suspend or terminate the plan at any time. In particular, we reserve the
right, from time to time and in the exercise of our discretion, to implement,
modify or eliminate a discount of up to 5% from Market Price with respect to
either reinvested dividends or optional cash deposits, or both, based upon the
then-current market price for the common stock, the level of participation in
the plan, the nature and amount of similar discounts offered by the dividend
reinvestment plans of other companies, Provident Bankshares' capital needs and
such other factors as we deem appropriate under the circumstances. If you
participate, you will be notified promptly of any material modification,
suspension or termination of the plan. The effective date of any such
modification, suspension or termination shall be stated in Provident Bankshares'
notice and shall not be earlier than the date of such notice.
In addition, we and the plan administrator also reserve the right to
terminate or otherwise limit any participant's participation in the plan at any
time for any reason whatsoever including, without limitation, engagement in
arbitrage-related activities, trading, transactional profit activities or
excessive plan joinings and terminations which may cause aberrations in the
price or trading volume of Provident Bankshares' common stock, pose an undue
administrative hardship on either the plan administrator or Provident
Bankshares, or otherwise be inconsistent with the purposes of the plan. Finally,
we may adopt rules and procedures for the administration of the plan, interpret
the provisions of the plan, and make any determinations thereto we deem
necessary. Any such rules, procedures, interpretations and determinations shall
be final and binding for all purposes.
9
<PAGE> 11
USE OF PROCEEDS
In the event that shares of common stock are acquired from Provident
Bankshares, the net proceeds from such sales will be used for general corporate
purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission (Exchange Act File No. 0- 16421) are incorporated herein by
reference:
o Provident Bankshares' Annual Report on Form 10-K for the year ended
December 31, 1998 and Form 10-Q for the three months ended March 31,
1999;
o Description of the common stock contained in Provident Bankshares'
Registration Statement on Form 10 (Registration No. 0-16421), and any
amendments thereto; and
o All other documents filed by Provident Bankshares with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this prospectus and prior to the termination
of the offering of common stock offered hereby.
VALIDITY OF SECURITIES
Muldoon, Murphy & Faucette LLP, Washington, D.C., has passed upon the
validity of the common stock offered hereby for Provident Bankshares.
EXPERTS
The consolidated financial statements of Provident Bankshares Corporation
incorporated by reference in this prospectus and the related Registration
Statement on SEC Form S-3, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, on the authority
of that firm as experts in accounting and auditing.
INDEMNIFICATION
Both Article ELEVENTH of Provident Bankshares' Articles of Incorporation and
Article VIII, Section 1 of its By-Laws provide that directors and officers of
Provident Bankshares are to be indemnified to the fullest extent permitted by
the Maryland General Corporation Law.
Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland contains detailed provisions on indemnification of directors
and officers of a Maryland corporation against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred in connection with a
proceeding. Generally, a Maryland corporation may indemnify a director or
officer in connection with a proceeding if the individual's conduct meets
certain standards, and must indemnify the director or officer in certain
circumstances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Provident
Bankshares pursuant to the foregoing provisions, it is the opinion of the
Commission that such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.
10
<PAGE> 12
================================================================================
- --------------------------------------------------------------------------------
PROVIDENT BANKSHARES CORPORATION
114 E. Lexington Street
Baltimore, Maryland 21202
(410) 277-7349
* * *
ADMINISTRATOR OF THE PLAN
BANKBOSTON, N.A.
c/o EquiServe, Limited Partnership
P.O. Box 8040
Boston, Massachusetts 02266-8040
(800) 730-4001
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PROVIDENT BANKSHARES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF PROVIDENT BANKSHARES SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
Provident Bankshares Corporation, a Maryland corporation ("Provident
Bankshares"), is a bank holding company. Provident Bankshares owns all of the
capital stock of Provident Bank of Maryland, a Maryland trust company (the
"Bank"), which is the principal subsidiary of Provident Bankshares.
Provident Bankshares is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Proxy statements, reports and other
information concerning Provident Bankshares can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Seven World Trade Center, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N W., Washington, D.C. 20549 at prescribed
rates. Additionally, such reports, proxy statements and other information
concerning the Company can be inspected at the offices of NASDAQ at 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including Provident Bankshares that
file electronically with the Commission. This Prospectus does not contain all
information set forth in the Registration Statement on Form S-3 (together with
all exhibits and amendments, the "Registration Statement") which Provident
Bankshares has filed with the Commission under the Securities Act of 1933, as
amended (No. 33-62859), and to which reference is hereby made.
Any person to whom a copy of this Prospectus is delivered may obtain,
without charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such documents are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Office of the
Corporate Secretary at the executive office: Provident Bankshares Corporation,
114 East Lexington Street, Baltimore, Maryland 21202, Telephone (410) 277-2848.
- --------------------------------------------------------------------------------
================================================================================
1,348,050 SHARES
PROVIDENT BANKSHARES
CORPORATION
- --------------------------------------------------------------------------------
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
PROSPECTUS
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Key Features of the Plan.......................................................1
Description of the Plan........................................................2
1. WHAT IS THE PURPOSE OF THE PLAN?...........................................2
2. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?................................2
3. HOW DO YOU PARTICIPATE IN THE PLAN?........................................2
4. WHEN MAY YOU JOIN THE PLAN AND WHEN WILL YOUR INVESTMENTS
BEGIN?.....................................................................2
5. WHAT DOES THE AUTHORIZATION CARD PROVIDE?..................................3
6. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF
PARTICIPATION AFTER ENROLLMENT?............................................3
7. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?.................................3
8. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH
THEIR PARTICIPATION IN THE PLAN?...........................................3
9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?..............................................................3
10. WHEN AND AT WHAT PRICE WILL SHARES OF COMMON STOCK BE
PURCHASED UNDER THE PLAN?..................................................4
11. CAN THE STOCK BE PURCHASED AT A DISCOUNT UNDER THE PLAN?...................4
12. WILL CERTIFICATES BE ISSUED FOR SHARES OF STOCK PURCHASED
UNDER THE PLAN?............................................................5
13. WHO WILL BE ELIGIBLE TO MAKE OPTIONAL CASH DEPOSITS?.......................5
14. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH DEPOSITS?.................5
15. HOW AND WHEN ARE OPTIONAL CASH DEPOSITS INVESTED IN
COMMON STOCK?..............................................................6
16. WHAT IF YOUR PAYMENT IS RETURNED FOR INSUFFICIENT FUNDS?...................7
17. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?............7
18. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD
IN THEIR ACCOUNTS UNDER THE PLAN?..........................................7
19. HOW DOES A PARTICIPANT DISCONTINUE THE REINVESTMENT OF
DIVIDENDS UNDER THE PLAN?..................................................7
20. HOW MAY A PARTICIPANT SELL OR WITHDRAW SHARES PURCHASED
UNDER THE PLAN?............................................................7
21. WHAT HAPPENS TO ANY FRACTIONAL SHARE WHEN A PARTICIPANT
WITHDRAWS ALL SHARES FROM THE PLAN?........................................8
22. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES
HELD BY THE PARTICIPANT ARE TRANSFERRED OR SOLD?...........................8
23. WHAT HAPPENS IF PROVIDENT BANKSHARES HAS A COMMON
STOCK RIGHTS OFFERING, ISSUES A STOCK DIVIDEND, OR DECLARES
A STOCK SPLIT?.............................................................8
24. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING
OF STOCKHOLDERS?...........................................................8
25. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN?.................................................8
26. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?......................9
27. MAY THE PLAN BE CHANGED OR DISCONTINUED?...................................9
Use of Proceeds...............................................................10
Incorporation of Certain Documents by Reference...............................10
Validity of Securities........................................................10
Experts.......................................................................10
Indemnification...............................................................10
JUNE 30, 1999
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
N/A
Item 15. Indemnification of Directors and Officers.
Both Article ELEVENTH of the Corporation's Articles of Incorporation
and Article VIII, Section I of its By-Laws provide that directors and officers
of the Corporation are to be indemnified to the fullest extent permitted by the
Maryland General Corporation Law.
Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland contains detailed provisions on indemnification of
directors and officers of a Maryland corporation. In general, indemnification is
permitted against judgments, penalties, fines, settlements, and reasonable
expenses actually incurred in connection with a proceeding unless it is proved
that (i) the act or omission of the director was material to the cause of action
adjudicated in the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty, or (ii) the director actually received an
improper personal benefit in money, property, or services, or (iii) in the case
of any criminal proceeding, the director had reasonable cause to believe that
his or her conduct was unlawful. In addition, indemnification may, unless
limited by the corporation's charter, be required against reasonable expenses
incurred by a director in connection with a proceeding as to which his or her
defense was successful, on the merits or otherwise. Indemnification may be
required under certain other circumstances as well, upon application to a court
of appropriate jurisdiction. Generally, a corporation may advance to or
reimburse a director for reasonable expenses incurred in connection with a
proceeding prior to its final disposition upon receipt by the corporation of
certain written affirmations and undertakings from the director. Unless limited
by a corporation's charter, officers are required to be indemnified to the same
extent that directors are required to be indemnified. Additionally, officers are
permitted to be indemnified to the same extent that directors are permitted to
be indemnified.
Item 16. Exhibits.
4.1 Amended and Restated Stockholder Protection Rights Agreement
dated January 18, 1995.
5 Opinion and consent of Muldoon, Murphy & Faucette LLP with
respect to the securities being registered.
23.1 Consent of PricewaterhouseCoopers, independent accountants.
23.2 Consent of Arthur Andersen LLP, independent accountants.
23.3 Consent of Muldoon, Murphy & Faucette LLP is included in
their opinion filed as Exhibit 5.
24 Powers of Attorney.
II-1
<PAGE> 14
Item 17. Provident Bankshares Corporation Undertakings.
Provident Bankshares Corporation
(a) The undersigned registrant hereby undertakes
(1) To file, during any period in which offers or sales are being
made, a Post-Effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
Post-Effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a Post-Effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE> 15
CONFORMED SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Baltimore, Maryland, on the 21st day of July, 1999.
PROVIDENT BANKSHARES CORPORATION
(Registrant)
By: /s/ Peter M. Martin
-------------------
Peter M. Martin
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name Title Date
---- ----- ----
/s/ Peter M. Martin Chairman of the Board, July 21, 1999
- ----------------------------- President, Chief Executive
Peter M. Martin Officer and Director
/s/ James R. Wallis Executive Vice President July 21, 1999
- ---------------------------- (Principal Financial officer)
James R. Wallis
/s/ R. Wayne Hall Treasurer (Principal July 21, 1999
- ---------------------------- Accounting Officer)
R. Wayne Hall
/s/ Robert B. Barnhill, Jr. Director July 21, 1999
- ----------------------------
Robert B. Barnhill, Jr.
/s/ Melvin A. Bilal Director July 21, 1999
- ----------------------------
Melvin A. Bilal
/s/ Thomas S. Bozzuto Director July 21, 1999
- ----------------------------
Thomas S. Bozzuto
Director July __, 1999
- ----------------------------
Calvin W. Burnett
/s/ Ward B. Coe, III Director July 21, 1999
- ----------------------------
Ward B. Coe, III
/s/ Charles W. Cole, Jr. Director July 21, 1999
- ----------------------------
Charles W. Cole, Jr.
/s/ Pierce B. Dunn Director July 21, 1999
- ----------------------------
Pierce B. Dunn
/s/ Enos K. Fry Director July 21, 1999
- ----------------------------
Enos K. Fry
<PAGE> 16
/s/ Herbert W. Jorgensen Director July 21, 1999
- ------------------------------
Herbert W. Jorgensen
/s/ Mark K. Joseph Director July 21, 1999
- ------------------------------
Mark K. Joseph
/s/ Frederick W. Meier, Jr. Director July 21, 1999
- ------------------------------
Frederick W. Meier, Jr.
Director July __, 1999
- ------------------------------
Sister Rosemarie Nassif
/s/ Francis G. Riggs Director July 21, 1999
- ------------------------------
Francis G. Riggs
/s/ Sheila K. Riggs Director July 21, 1999
- ------------------------------
Sheila K. Riggs
/s/ Carl W. Stearn Director July 21, 1999
- ------------------------------
Carl W. Stearn
*By: /s/ Robert L. Davis
------------------
Robert L. Davis
Attorney-in-fact
Note: Original powers of attorney authorizing Robert L. Davis and/or James R.
Wallis to sign the Registration Statement and any amendments thereto as
attorney for the directors and officers of the Registrant so noted above
are filed herewith as Exhibit 24.
<PAGE> 17
EXHIBIT INDEX
Exhibit Exhibits Filed
Number
4.1 Amended and Restated Stockholder Protection Rights Agreement, dated
January 18, 1995.
5 Opinion and consent of Muldoon, Murphy & Faucette, LLP with respect to
the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP independent accountants.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Muldoon, Murphy & Faucette LLP is included in their
opinion filed as Exhibit 5.
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 5
MULDOON, MURPHY & FAUCETTE LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
July 22, 1999
Provident Bankshares Corporation
114 East Lexington Street
Baltimore, MD 21202
Re: Provident Bankshares Corporation Dividend Reinvestment and Stock
Purchase Plan Registration Statement on Form S-3, Post-Effective
Amendment No.1
SEC File No. 33-62859
Dear Sirs and Mesdames:
We have acted as counsel for Provident Bankshares Corporation (the
"Company") in connection with the offer by the Company under the Securities Act
of 1933, as amended, of 1,348,050 shares of the Company's Common Stock, par
value $1.00 per share (the "Shares"), under a Registration Statement on Form S-3
initially filed with the Securities and Exchange Commission (the "SEC") on
September 22, 1995 and amended on the date hereof (the "Registration
Statement").
We have reviewed the Company's corporate records, including its Articles
of Incorporation as amended and By-Laws as of the date hereof, and such other
documents as we considered necessary as a basis for the opinion hereinafter
expressed.
Based upon the foregoing and having regard to the legal considerations
which we deem relevant, we are of the opinion that the Shares have been duly and
validly authorized, and that when the Shares are from time to time issued in
accordance with the terms and conditions set forth in the prospectus contained
in the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion in Post-Effective
Amendment No. 1 to the Registration Statement and to the reference to our firm
therein and in the Prospectus forming a part thereof.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Provident Bankshares Corporation
We consent to the incorporation by reference in Registration Statement Number
33-62859 on Form S-3 dated September 22, 1995, as amended by this post-effective
amendment No. 1, of our report dated January 20, 1999 on our audits of the
consolidated financial statements of Provident Bankshares Corporation and
subsidiaries as of December 31, 1998 and 1997 and for the years ended December
31, 1998, 1997 and 1996, which report is included in the Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the reference to
us under the headings "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
-------------------------------
Baltimore, Maryland
July 20, 1999
<PAGE> 1
EXHIBIT 23.2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this 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
-------------------------
Arthur Andersen LLP
Washington, D.C.
July 23, 1999
<PAGE> 1
EXHIBIT 24
PROVIDENT BANKSHARES CORPORATION
POWER OF ATTORNEY
Each of the undersigned persons, in his or her capacity as an officer or
director, or both, of Provident Bankshares Corporation, a Maryland corporation
(the "Corporation"), hereby appoints Robert L. Davis and/or James R. Wallis, and
each of them with full power of substitution and resubstitution and with full
power in each to act without the others, as his or her attorney-in-fact and
agent for the following purposes:
1. To sign for him or her, in his or her name and in his or her capacity as
an officer or director, or both, of the Corporation, a registration
statement on SEC Form S-3, and any amendments and Post-Effective
amendments thereto (such registration statement, together with all
exhibits and documents therein and all such amendments and Post-Effective
amendments and/or supplements thereto, referred to as the "Registration
Statement"), for the registration under the Securities Act of 1933, as
amended (the "Act"), of 1,348,050 shares of the Corporation's common
stock, par value of $1.00 per share (the "Common Stock"), to be offered
and sold pursuant to the Corporation's Dividend Reinvestment and Stock
Purchase Plan, as amended and restated (the "Plan");
2. To file or cause to be filed the Registration Statement with the
Securities and Exchange Commission;
3. To take all such other action as any such attorney-in-fact, or his
substitute, may deem necessary or desirable in order to effect and
maintain the registration of the Common Stock under the Act; and
4. To sign for him or her, in his or her name and in his or her capacity as
an officer or director, or both, of the Corporation, any such documents
and instruments as any such attorney-in-fact, or his substitute, may deem
necessary or advisable in connection with the registration, qualification
or exemption of the Common Stock and/or the Plan under the securities laws
of any state or other jurisdiction.
This Power of Attorney shall continue in full force and effect until
revoked by the undersigned in a writing filed with the Secretary of the
Corporation.
Name Title Date
/s/ Peter M. Martin Chairman of the Board, July 21, 1999
- ----------------------------- President, Chief Executive
Peter M. Martin Officer and Director
<PAGE> 2
/s/ James R. Wallis Executive Vice President July 21, 1999
- ---------------------------- (Principal Financial officer)
James R. Wallis
/s/ R. Wayne Hall Treasurer (Principal July 21, 1999
- ---------------------------- Accounting Officer)
R. Wayne Hall
/s/ Robert B. Barnhill, Jr. Director July 21, 1999
- ----------------------------
Robert B. Barnhill, Jr.
/s/ Melvin A. Bilal Director July 21, 1999
- ----------------------------
Melvin A. Bilal
/s/ Thomas S. Bozzuto Director July 21, 1999
- ----------------------------
Thomas S. Bozzuto
Director July __, 1999
- ----------------------------
Calvin W. Burnett
/s/ Ward B. Coe, III Director July 21, 1999
- ----------------------------
Ward B. Coe, III
/s/ Carl W. Cole, Jr. Director July 21, 1999
- ----------------------------
Carl W. Cole, Jr.
/s/ Pierce B. Dunn Director July 21, 1999
- ----------------------------
Pierce B. Dunn
/s/ Enos K. Fry Director July 21, 1999
- ----------------------------
Enos K. Fry
/s/ Herbert W. Jorgensen Director July 21, 1999
- ----------------------------
Herbert W. Jorgensen
/s/ Mark K. Joseph Director July 21, 1999
- ----------------------------
Mark K. Joseph
/s/ Frederick W. Meier, Jr. Director July 21, 1999
- ----------------------------
Frederick W. Meier, Jr.
Director July __, 1999
- ----------------------------
Sister Rosemarie Nassif
/s/ Francis G. Riggs Director July 21, 1999
- ----------------------------
Francis G. Riggs
/s/ Sheila K. Riggs Director July 21, 1999
- ----------------------------
Sheila K. Riggs
/s/ Carl W. Stearn Director July 21, 1999
- -----------------------------
Carl W. Stearn
