-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FcUXk57XC9J91751YSkjFAkf/rnEHpWHVGBrRw/XiBK7AUQCMyFot6JfNfPhnaI7 FDsLwt1b1aKqr2dN4OtcMA== 0000943374-04-000038.txt : 20040122 0000943374-04-000038.hdr.sgml : 20040122 20040122163344 ACCESSION NUMBER: 0000943374-04-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040114 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT BANCORP INC/NY/ CENTRAL INDEX KEY: 0001070154 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 800091851 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25233 FILM NUMBER: 04537688 BUSINESS ADDRESS: STREET 1: 400 RELLA BLVD CITY: MONTEBELLO STATE: NY ZIP: 10901 BUSINESS PHONE: 8453698040 8-K 1 form8k_012204.txt 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): January 14, 2004 PROVIDENT BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-25233 80-0091851 - --------------------------- --------------------- --------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 400 Rella Boulevard, Montebello, New York 10901 - ----------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (845) 369-8040 -------------- Not Applicable (Former name or former address, if changed since last report) Items 2, 5. Acquisition or Disposition of Assets; Other Events On January 14, 2004, Provident Bancorp, Inc. (the "Registrant") issued a press release reporting that it had completed its stock offering in connection with the second-step conversion of Provident Bancorp, MHC. The Registrant sold 19,573,000 shares of common stock at $10.00 per share in its stock offering, and issued 400,000 shares of common stock and contributed $1.0 million in cash to the Provident Bank Charitable Foundation. In addition, each currently outstanding share of common stock of Provident Bancorp, Inc., a federal corporation, has been converted into the right to receive 4.4323 shares of the Registrant's common stock. In addition, the Registrant announced the completion of its acquisition of E.N.B. Holding Company, Inc. Shareholders of E.N.B. Holding Company, Inc. as of the close of business on January 14, 2004 received total merger consideration of approximately $76.47 million, consisting of up to 3,969,676 shares of common stock of the Registrant and approximately $36.77 million in cash. Shareholders who elected to receive all stock or indicated "No Preference" will receive 521.3997 shares of common stock of the Registrant for each of their E.N.B. Holding Company, Inc. shares. Shareholders who made a cash election for all or some of their E.N.B. Holding Company, Inc. shares will receive a combination of both shares of common stock and cash, prorated at a factor of 0.98543877. The acquisition was accounted for using the purchase method of accounting. Item 7. Financial Statements and Exhibits (a) The financial statements and pro forma information required to be filed by this Item are not available at this time. Such information will be filed as an amendment to this Current Report on Form 8-K when the information becomes available; however, in no event will such information be filed any later than 60 days from the last date on which this Form 8-K was required to be filed. (b) The financial statements and pro forma information required to be filed by this Item are not available at this time. Such information will be filed as an amendment to this Current Report on Form 8-K when the information becomes available; however, in no event will such information be filed any later than 60 days from the last date on which this Form 8-K was required to be filed. (c) Exhibits. Exhibit No. Description 99 Press release dated January 14, 2004 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 BANCORP, INC. DATE: January 21, 2004 By: /s/ Paul A. Maisch ------------------------------------------------- Paul A. Maisch Senior Vice President and Chief Financial Officer EXHIBIT INDEX The following exhibit is filed as part of this report: Exhibit No. Description 99 Press release dated January 14, 2004 EX-99 3 form8k_012204-ex99.txt PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- Contact: Roberta Lenett Stephen G. Dormer Paul A. Maisch Provident Bancorp, Inc. Provident Bancorp, Inc. Provident Bancorp, Inc. (845) 369-8082 (845) 369-8040 (845) 369-8040 PROVIDENT BANCORP, INC. ANNOUNCES COMPLETION OF STOCK OFFERING, SECOND-STEP CONVERSION OF PROVIDENT BANCORP, INC. AND ACQUISITION OF E.N.B. HOLDING COMPANY, INC. Montebello, New York - (January 14, 2004) Provident Bancorp, Inc. (the "Company") (Nasdaq: PBCP) announced today that it has completed its stock offering in connection with the second-step conversion of Provident Bancorp, MHC. The Company is a new Delaware corporation that now serves as the stock holding company of Provident Bank as a result of the completion of the second-step conversion. In the stock offering, shares representing Provident Bancorp, MHC's ownership interest in Provident Bancorp, Inc., a federal corporation and the previous holding company of Provident Bank, were sold to investors. In addition, the Company has completed its acquisition of E.N.B. Holding Company, Inc., located in Ellenville, New York. The new holding company sold 19,573,000 shares of common stock at $10.00 per share to depositors of Provident Bank as of June 30, 2002, September 30, 2003 and November 10, 2003 and to certain borrowers as of November 10, 2003. The new holding company also issued 400,000 shares of common stock and contributed $1.0 million in cash to the Provident Bank Charitable Foundation. In addition, each outstanding share of common stock of Provident Bancorp, Inc. as of January 14, 2004 has been converted into the right to receive 4.4323 shares of the new corporation's common stock. Holders of stock certificates of Provident Bancorp, Inc. will receive documentation to affect the share exchange. Stockholders whose shares are held in street name will have the exchange affected automatically. Cash will be issued in lieu of fractional shares at a rate of $10.00 per share. Shareholders of E.N.B. Holding Company, Inc. as of the close of business on January 14, 2004 received total merger consideration of approximately $76.47 million, consisting of up to 3,969,676 shares of common stock of the Company and approximately $36.77 million in cash. Shareholders who elected to receive all stock, indicated "No Preference" or did not submit an election form will receive 521.3997 shares of common stock of the Company for each of their E.N.B. Holding Company, Inc. shares. Cash also will be issued in lieu of fractional shares at a rate of $10.00 per share. Shareholders who made a cash election for all or some of their E.N.B. Holding Company, Inc. shares will receive cash for approximately 98.5% of their cash election, at a distribution rate of $4,830 per share, and will receive shares of common stock for the remainder of their payment. The merger consideration will be mailed on or about January 20, 2004. As a result of the transactions, the Company will have 39,610,034 issued and outstanding shares, subject to adjustment for cash payments in lieu of fractional shares. Shares of the new holding company trade on the Nasdaq National Market. For the initial 20 trading days, they will trade under the symbol "PBCPD" and, beginning February 13, 2004, the symbol will be "PBCP". The subscription offering was managed by Ryan, Beck and Co, Inc. Luse Gorman Pomerenk & Schick P.C. acted as special counsel to Provident Bancorp, Inc. and Provident Bank. Thacher Proffitt & Wood LLP acted as special counsel to E.N.B. Holding Company, Inc. For more information contact Roberta Lenett, Vice President-Shareholder Relations, of Provident Bancorp, Inc. at (845) 369-8082. -----END PRIVACY-ENHANCED MESSAGE-----