PROVIDENT BANKSHARES CORP
8-K, 2000-05-04
STATE COMMERCIAL BANKS
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<PAGE> 1

================================================================================



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         ------------------------------


          Date of Report (Date of earliest event reported): May 3, 2000



                        PROVIDENT BANKSHARES CORPORATION
               (Exact name of registrant as specified in charter)


    MARYLAND                        0-16421                      52-1518642
(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
 incorporation)


              114 EAST LEXINGTON STREET, BALTIMORE, MARYLAND 21202
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (410) 277-7000


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)




================================================================================



<PAGE> 2



ITEMS 1. THROUGH 4. NOT APPLICABLE.

ITEM 5.             OTHER EVENTS.

      On May 3, 2000, Provident Bankshares Corporation issued a press release
announcing the final vote tabulation regarding the Company's April 19, 2000
Annual Meeting of Stockholders. A copy of the press release is attached as an
Exhibit hereto.

ITEM 6.             NOT APPLICABLE.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

            a.    Financial Statements of Businesses Acquired.
                  Not Applicable

            b.    Pro forma Financial Information.
                  Not Applicable

            c.    Exhibits: The following Exhibits are filed as part of this
                  report:


     EXHIBIT NO.                       DESCRIPTION
     -----------                       -----------

        99.1          Press release regarding the Company's April 19, 2000
                      Annual Meeting of Stockholders.


ITEM 8.     NOT APPLICABLE.

ITEM 9.     NOT APPLICABLE.

                                     -2-

<PAGE> 3



                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  PROVIDENT BANKSHARES CORPORATION


                                  By: /s/ Peter M. Martin
                                      ------------------------------------------
                                      Peter M. Martin
                                      Chairman of the Board, President and Chief
                                      Executive Officer


Date: May 4, 2000




                                       -3-

<PAGE> 4


                                  EXHIBIT INDEX




    EXHIBIT                        DESCRIPTION
    -------                        -----------

     99.1       Press release regarding the Company's April 19, 2000
                Annual Meeting of Stockholders.








                                       -4-


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PROVIDENT BANKSHARES STOCKHOLDERS REJECT MID-ATLANTIC PROPOSAL IN
- -----------------------------------------------------------------
FINAL PROXY COUNT
- -----------------


For Release:   Wednesday, May 3, 2000
Contact:       Media:                        Lillian Kilroy    410-277-2833
                                             Vicki Cox         410-277-2063
               Investors:                    Ellen Grossman    410-277-2889


      BALTIMORE (May 3, 2000)-Provident Bankshares Corporation (NASDAQ:PBKS)
announced that the defeat of the "sell the company" proposal submitted by
shareholder Mid-Atlantic Investors has been confirmed by final results from the
Inspectors of Election. These results show the proposal received the support of
less than 25% of total shares outstanding, excluding shares held by
Mid-Atlantic. The proxy count was released at 10:00 a.m. when the Annual Meeting
of Shareholders reconvened to receive the final report of the voting. The final
report also confirmed that the nominees for corporate directors were elected and
the appointment of Pricewaterhouse Coopers as the independent auditors for 2000
was ratified.

      10,074,635 shares were voted against the Mid-Atlantic proposal, 7,252,114
      ----------                                                      ---------
shares were cast in favor of the proposal and 441,659 shares abstained. The
                                              -------
holders of 20,459,887 shares of the Company's common stock, 80.13% of the total
           ----------                                       ------
shares eligible, voted in person or by proxy.

      "I want to again thank our shareholders for their vote of confidence in
the Board of Directors and management of Provident, " said Peter M. Martin,
Provident Bankshares Chairman and CEO. "We will continue to build our financial
performance and enhance the value of your franchise."

      Provident Bankshares Corporation is the holding company for Provident
Bank, the second largest independent commercial bank headquartered in Maryland.
With more than $5.2 billion in assets, Provident serves individuals and
businesses in the dynamic Baltimore-Washington corridor through a full range of
financial services and a network of 87 offices in Maryland, Northern Virginia
and southern York County, PA. Provident Bank offers related financial services
through its wholly owned subsidiaries, including mortgages through Provident
Mortgage Corp., mutual funds, annuities and insurance products through Provident
Investment Center and leases through Court Square Leasing and Provident Lease
Corp. Visit Provident on the web at www.provbank.com

                                    ###


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