<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-A
________________________________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<CAPTION>
<S> <C>
Provident Bankshares Corporation Provident Trust II
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Maryland Delaware
(State of incorporation or organization) (State of incorporation or organization)
52-1518642 Applied For
(IRS Employer Identification Number) (IRS Employer Identification Number)
114 East Lexington Street 114 East Lexington Street
Baltimore, Maryland 21202 Baltimore, Maryland 21202
(410) 277-7000 (410) 277-7000
(Address and telephone number of principal (Address and telephone number of principal
executive offices) executive offices)
</TABLE>
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
___% Trust Preferred Securities of Provident Trust II
Guarantee thereof by Provident Bankshares Corporation, and __% Junior
Subordinated Deferrable Interest Debentures of Provident Bankshares Corporation
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
- -------------------------------------------------------------------
For a full description of the ___% Trust Preferred Securities (the
"Preferred Securities") issued by Provident Trust II, a Delaware statutory
business trust (the "Trust") the guarantee with respect to the Preferred
Securities by Provident Bankshares Corporation, a Maryland corporation (the
"Company"), and the __% Junior Subordinated Deferrable Interest Debentures of
the Company, all of which are being registered hereby, reference is made to the
information contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and "Description of
the Guarantee" in the Prospectus that forms part of the Registrant Statement
(Registration Nos. 333-30678 and 333-30678-01) (the "Registration Statement")
filed by the Company and the Trust with the Securities and Exchange Commission
("SEC") on February 18, 2000 under the Securities Act of 1933, as amended (the
"Act"). The information contained in the Registration Statement and the
Prospectus, as such may be hereafter amended, is hereby incorporated herein by
reference. Definitive copies of the Prospectus describing the Preferred
Securities will be filed pursuant to Rule 430A or pursuant to an amendment to
the Registration Statement under the Act and shall be deemed to be incorporated
by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
- --------------------
Exhibit Number Description
- -------------- -----------
2.1 Certificate of Trust of Provident Trust II. Incorporated by
reference to Exhibit 4.2 to the Registration Statement
2.2 Form of Amended and Restated Declaration of Trust of Provident
Trust II Incorporated by reference to Exhibit 4.2 to the
Registration Statement
2.3 Form of Preferred Security Certificate of Provident Trust II.
Incorporated by reference to Exhibit 4.2 to the Registration
Statement (included as an exhibit to Exhibit 4.2 of the
Registration Statement)
2.4 Form of Preferred Securities Guarantee Agreement for Provident
Trust II Incorporated by reference to Exhibit 4.3 of the
Registration Statement
2.5 Form of Indenture between Provident Bankshares Corporation and
Bankers' Trust, as Trustee. Incorporated by reference to Exhibit
4.1 to the Registration Statement
2.6 Form of Junior Subordinated Debenture. Incorporated by reference
to Exhibit 4.1 to the Registration Statement
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized.
Dated: February 18, 2000 PROVIDENT BANKSHARES CORPORATION
By: /s/ Peter M. Martin
--------------------------------------
Peter M. Martin
Chairman of the Board, President and
Chief Executive Officer
PROVIDENT TRUST II
By: /s/ Robert L. Davis
--------------------------------------
Robert L. Davis
Administrative Trustee
By: /s/ Dennis A. Starliper
--------------------------------------
Dennis A. Starliper
Administrative Trustee
