-----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, NEGcLjZEdgs5EBFljpQBABZ2M0z7LYlU14Kpb7VS9o+fLG5CHvkiNwVQkEUv6A/2 Up0XQGoSgYNgNkjcQOEMxA== 0000943374-04-000948.txt : 20041006 0000943374-04-000948.hdr.sgml : 20041006 20041006145258 ACCESSION NUMBER: 0000943374-04-000948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 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: 041068087 BUSINESS ADDRESS: STREET 1: 400 RELLA BLVD CITY: MONTEBELLO STATE: NY ZIP: 10901 BUSINESS PHONE: 8453698040 8-K 1 form8k_100604.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): October 1, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets -------------------------------------------------- On October 1, 2004, the merger of Warwick Community Bancorp, Inc. ("WSBI") with and into Provident Bancorp, Inc. ("Provident"), as contemplated by the Agreement and Plan of Merger dated as of March 15, 2004 by and between Provident and WSBI (the "Agreement"), was completed. In accordance with the Agreement, 50% of the outstanding shares of common stock of WSBI were exchanged for shares of Provident common stock at an exchange rate of 2.7810 shares of Provident common stock per share of WSBI common stock (with cash paid in lieu of fractional shares at a rate of $11.612 per whole share) and the conversion of 50% of the outstanding shares of WSBI common stock into cash at a rate of $32.26 per share. The aggregate consideration paid in the merger consisted of approximately $72.6 million in cash (including cash paid in lieu of fractional shares) and approximately 6,257,892 shares of Provident common stock. The transaction was accounted for using the purchase method of accounting. The preceding is qualified in its entirety by reference to the Merger Agreement and a press release, which are attached as Exhibits 2.1 and 99.1 to this Form 8-K, respectively, and are incorporated by reference herein. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers -------------------------------------------- (d) In connection with the merger of WSBI with and into Provident, and pursuant to Section 2.5 of the Agreement, Provident appointed Thomas G. Kahn for a term of office expiring at the annual meeting of stockholders to be held following the year ending September 30, 2005, and R. Michael Kennedy for a term of office expiring at the annual meeting of stockholders to be held following the year ending September 30, 2006. It is expected that Mr. Kahn will be appointed to the Asset/Liability Management Committee of Provident Bank's Board of Directors, and that Mr. Kennedy will be appointed to the Loan Committee of Provident Bank's Board of Directors. Messrs. Kahn and Kennedy are not party to any transaction that would be required to be reported under Item 404(a) of Regulation S-K. Item 9.01. Financial Statements and Exhibits (a) Financial statements of business acquired. (i) The Audited Consolidated Statements of Financial Condition at December 31, 2003 and 2002 and the Audited Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001 of WSBI are incorporated herein by reference by Exhibit 99.2. (ii) The Unaudited Consolidated Statements of Financial Condition at June 30, 2004 and the Unaudited Consolidated Statements of Income for the six months ended June 30, 2004 are incorporated herein by reference by Exhibit 99.3. (b) Pro forma financial information. (i) Unaudited Combined Condensed Consolidated Pro Forma Financial Data will be provided by Provident Bancorp by an amendment to this Form 8-K not later than 71 days after the date that this Form 8-K must be filed. (c) Exhibits. Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of March 15, 2004, by and between Provident Bancorp, Inc. and Warwick Community Bancorp, Inc. (incorporated by reference to Provident Bancorp, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2004 (Commission File No. 0-25233)). 99.1 Provident Bancorp, Inc. press release dated October 1, 2004. 99.2 Audited Financial Statements of Warwick Community Bancorp, Inc. (incorporated by reference to Warwick Community Bancorp, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2004 (Commission File No. 23293)). 99.3 Unaudited Financial Statements of Warwick Community Bancorp, Inc. (incorporated by reference to Warwick Community Bancorp, Inc.'s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2004 (Commission File No. 23293)). SIGNATURE 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: October 5, 2004 By: /s/ Paul A. Maisch ---------------------------------------- Paul A. Maisch Senior Vice President and Chief Financial Officer EXHIBIT INDEX The following exhibits are filed as part of this report: Exhibit No. Description ----------- ----------- 99.1 Provident Bancorp, Inc. press release dated October 1, 2004. EX-99.1 2 form8k_100604ex991.txt PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Rita Champ Stephen G. Dormer Paul A. Maisch Provident Bancorp, Inc. Provident Bancorp, Inc. Provident Bancorp, Inc. (845) 369-8040 (845) 369-8040 (845) 369-8040 PROVIDENT BANCORP, INC. COMPLETES ACQUISITION OF OF WARWICK COMMUNITY BANCORP, INC. Provident Bank Assets Reach $2.5 Billion Montebello, New York - (October 1, 2004) Provident Bancorp, Inc. (the "Company") (Nasdaq: PBCP) announced today that it has completed its acquisition of Warwick Community Bancorp, Inc. ("WCBI"), located in Warwick, New York. Warwick Community Bancorp, Inc. is the holding company for The Warwick Savings Bank, headquartered in Warwick, New York, The Towne Center Bank, headquartered in Lodi, New Jersey and Hardenburgh Abstract Company headquartered in Goshen, New York. In addition, Warwick Commercial Bank is a subsidiary of The Warwick Savings Bank. According to Senior Vice President and Chief Financial Officer Paul A. Maisch, "We are pleased that shareholders of WCBI who made elections with respect to the form of consideration they would receive in the merger will receive almost exactly what they elected." Shareholders of WCBI as of the close of business on October 1, 2004 received total merger consideration of approximately $147.2 million, consisting of approximately 6,257,892 shares of common stock of the Company and approximately $72.6 million in cash (including cash paid in lieu of fractional shares). Shareholders who elected to receive all cash or indicated "No Preference" will receive $32.26 in cash for each of their WCBI shares. Shareholders who elected to receive all stock will receive 2.7810 shares of common stock of the Company for 99.89% of their shares of common stock of WCBI and $32.26 in cash for each of the remaining 0.11% of their shares. Shareholders who elected to receive cash and shares of common stock of the Company will receive $32.26 in cash for the cash portion of their election, 2.7810 shares of common stock of the Company for 99.89% of their stock election shares and $32.26 in cash for each of the remaining 0.11% of their stock election shares. Cash will be issued in lieu of fractional shares at a rate of $11.612 per whole share. As a result of the merger, Provident Bank, an independent full service community bank, headquartered in Montebello, New York, now has $2.5 billion in assets, 34 branches in Rockland, Orange, Sullivan, Ulster and Putnam counties in New York and two offices in New Jersey, for a total of 36 branches in two states. The New Jersey branches located in Lodi and Moonachie will operate under the name Towncenter Bank, a division of Provident Bank. Provident Bank is located in Montebello, New York. Provident Bank will continue to offer deposit services to municipalities located in the State of New York through its wholly-owned subsidiary, Provident Municipal Bank. Hardenburgh Abstract Company will continue its operations in Goshen, New York under the current name. Provident Bank offers a complete line of commercial and retail banking products and services and has the only Investment Management and Trust Department headquartered in Rockland County. For more information please visit the Provident Bank website at www.providentbanking.com. -----END PRIVACY-ENHANCED MESSAGE-----