CERTIFICATE OF ADOPTION
OF
AMENDED ARTICLES OF INCORPORATION
OF
PROVIDENT BANCORP, INC.
Allen L. Davis, President, and Mark E. Magee, Secretary of
Provident Bancorp, Inc., an Ohio corporation with its principal
office located in Cincinnati, Hamilton County, Ohio, do hereby
certify that at a meeting of the Board of Directors of said Company
held on March 21, 1996, the following resolution was adopted pursuant
to Sections 1701.70(B)(3) and 1701.72(B) of the Ohio Revised Code:
RESOLVED, That the following Amended Articles of Incorporation
be, and hereby are, adopted to consolidate and supersede the existing
Articles of Incorporation, as amended, to eliminate all references to
Series B and C, Non-Voting Convertible Preferred Stock, no shares of
which are currently outstanding, and to reduce the number of
authorized shares of Series D Non-Voting convertible Preferred Stock
to the number of shares thereof currently outstanding:
AMENDED AND CONSOLIDATED
ARTICLES OF INCORPORATION
OF
PROVIDENT BANCORP, INC.
FIRST: The name of the corporation shall be Provident Bancorp,
Inc.
SECOND: The principal office of the corporation in the State of
Ohio is to be located in the County of Hamilton, City of Cincinnati.
THIRD: The purposes for which the corporation is formed are to
engage in any lawful act or activity for which corporations may be
formed under Sections 1701.01 to 1701.93, inclusive, of the Ohio
Revised Code.
FOURTH:
A) The total number of shares of all classes of stock which
the Corporation shall be authorized to issue shall be:
(i) Sixty Million (60,000,000) shares of Common Stock
without par value; and
(ii) Five Million (5,000,000) shares of non-voting, $1.00
par, Cumulative Preferred Stock comprised of the following
designated series:
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(1) Series D Non-Voting Convertible Preferred Stock
Section 1 - Designation of Series and Number of Shares.
The shares of such series of Preferred Stock shall be
designated "Series D Non-Voting Convertible Preferred
Stock" (hereinafter referred to as the "Series D Preferred
Stock"), and the number of shares which shall constitute
such series shall be not more than 70,272 shares, $1 par
value, which number may be decreased (but not below the
number thereof then outstanding) from time to time by the
Board of Directors.
Section 2 - Dividends.
(A) Dividends shall be paid on outstanding shares of
Series D Preferred Stock if, as and when dividends are paid
on Common Stock of the Corporation at a dividend rate per
share of Series D Preferred Stock equal to the product of
(x) the number of shares of Common Stock of the Corporation
into which each share of Series D Preferred Stock is
convertible, and (y) the dividend paid by the Corporation
on each share of its outstanding Common Stock. "Common
Stock" shall have the definition set forth in Section 6(J)
hereof.
(B) As used in this Section 2, the word "dividends"
shall not include dividends payable solely in shares of its
capital stock (whether shares of Common Stock or of capital
stock of any other class) of the Corporation (if, but only
if, an adjustment to the Conversion Price is made with
respect to such dividend pursuant to Section 6(A) hereof)
but shall include warrants or rights to subscribe for or to
purchase any security of the Corporation and any other
distribution made to holders of the Corporation's Common
Stock.
Section 3 - Liquidation Preference.
(A) The Series D Preferred Stock shall be preferred
over the Common Stock or any other class or series of stock
ranking junior to the Series D Preferred Stock as to
distribution of assets in the event of any liquidation or
dissolution or winding up of the Corporation and, in any
such event, the holders of the Series D Preferred Stock
shall be entitled to receive, after payment or provision
for payment of the debts and other liabilities of the
Corporation, out of the assets of the Corporation available
for distribution to its shareholders, $100.00 per share,
and no more, together with an amount equal to all dividends
accrued and unpaid thereon to the date of final
distribution, for each share of the Series D Preferred
Stock held by them before any distribution of the assets
shall be made to the holders of the Common Stock or any
other class or series of stock ranking junior to the Series
D Preferred Stock as to distribution of assets. Upon any
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liquidation, dissolution or winding up of the Corporation,
after payment shall have been made in full on the Series D
Preferred Stock as provided in the preceding sentence, but
not prior thereto, the Common Stock or any other series or
class of stock ranking junior to the Series D Preferred
Stock as to distribution of assets shall, subject to the
respective terms and provisions, if any, applying thereto,
be entitled to receive any and all assets remaining to be
paid or distributed and the Series D Preferred Stock shall
not be entitled to share therein.
(B) If, upon any liquidation or dissolution or
winding up of the Corporation, the amounts payable on or
with respect to the Series D Preferred Stock are not paid
in full, the holders of shares of the Series D Preferred
Stock, together with all classes or series of stock ranking
on a parity with the Series D Preferred Stock as to
distribution of assets, shall share ratably in any
distribution of assets according to the respective amounts
which would be payable in respect of the shares held by
them upon such distribution if all amounts payable on or
with respect to the Series D Preferred Stock and any other
class or series of stock that so ranks on a parity with the
Series D Preferred Stock were paid in full.
(C) Neither the merger or consolidation of the
Corporation with or into another corporation nor the sale,
lease or other transfer of all or substantially all of the
assets of the Corporation shall be deemed to be a
liquidation or dissolution or winding up of the
Corporation.
(D) Written notice of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of
the Corporation, stating the payment date and the place
where the distributable amount shall be payable and
containing a statement of the conversion right set forth
hereinafter, shall be given by mail, not less than thirty
(30) days prior to the payment date stated herein, to the
holders of record of the Series D Preferred Stock at their
respective addresses as the same shall then appear on the
books of the Corporation.
Section 4 - Automatic Conversion Upon Certain Transfers.
Any shares of Series D Preferred Stock that are transferred
to any person, other than Great American Insurance Company,
Great American Life Insurance Company or any of their
respective affiliates ("Original Holders"), shall upon such
transfer be automatically converted into Common Stock at
the Conversion Price in effect on the date of such
transfer. For purposes of this provision, an "affiliate"
of any person is another person controlling, controlled by
or under common control with such person.
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Section 5 - No Redemption.
The Corporation shall have no right to redeem any shares of
Series D Preferred Stock at any time.
Section 6 - Conversion.
Shares of Series D Preferred Stock may be converted at any
time and from time to time at the option of the holder
thereof into fully paid and nonassessable shares of Common
Stock of the Corporation at the rate of 6.25 shares of
Common Stock as constituted on December 21, 1995 for each
share of Series D Preferred Stock surrendered for
conversion. The conversion rate expressed may also be
expressed as a conversion price of $16.00 (the "Conversion
Price") based on a liquidation value of each share of
Series D Preferred Stock of $100.00.
(A) The Conversion Price shall be subject to
adjustment from time to time in case the Corporation shall
(a) pay a dividend, or make a distribution, to all holders
of its Common Stock in shares of its capital stock (whether
shares of Common Stock or of capital stock of any other
class) (b) subdivide its outstanding shares of Common Stock
into a greater number of shares, (c) combine its
outstanding shares of Common Stock into a smaller number of
shares, or (d) issue by reclassification of its shares of
Common Stock any securities, in which case the Conversion
Price and terms of conversion in effect immediately prior
to such action shall be adjusted so that the holder of any
share of Series D Preferred Stock thereafter surrendered
for conversion shall be entitled to receive the kind and
number of shares of Common Stock or other securities of the
Corporation which such holder would have owned or been
entitled to receive immediately following such action had
such share of Series D Preferred Stock been converted
immediately prior thereto. An adjustment made pursuant to
this Section 6(A) shall become effective immediately after
the record date in the case of a dividend or distribution
and shall become effective immediately after the effective
date in the case of a subdivision, combination or
reclassification.
All calculations under this Section 6 shall be
rounded to the nearest cent or to the nearest one hundredth
of a share, as the case may be.
Whenever the Conversion Price is adjusted as
herein provided, the Corporation shall mail a copy of a
statement setting forth the adjusted Conversion Price
determined as provided herein and setting forth the method
of calculation and the facts requiring such adjustment and
upon which such calculation is based to each person who is
a registered holder of Series D Preferred Stock at such
person's last address as the same appears on the books of
the Corporation. Each adjustment shall remain in effect
until a subsequent adjustment is required hereunder.
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(B) If, at any time while shares of Series D
Preferred Stock are outstanding, the Corporation shall (i)
declare a dividend (or any other distribution) on its
Common Stock, other than in cash out of current or retained
earnings, or (ii) reclassify its Common Stock (other than
through a subdivision or combination thereof) or become a
party to any consolidation or merger for which approval of
the holders of its stock is required, or sell or transfer
all or substantially all of the assets of the Corporation,
then the Corporation shall cause to be mailed to registered
holders of Series D Preferred Stock, at their last
addresses as they shall appear on the books of the
Corporation at least twenty days prior to the applicable
record date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of
such dividend or distribution, or if a record is not to be
taken, the date as of which holders of Common Stock of
record to be entitled to such dividend or distribution are
to be determined, or (y) the date on which any such
reclassification, consolidation, merger, sale or transfer
is expected to become effective, and the date as of which
it is expected that holders of record of Common Stock shall
be entitled to exchange their Common Stock for securities
or other property, if any, deliverable upon such
reclassification, consolidation, merger, sale or transfer.
Failure to give or receive the notice required by this
Section 6(B) or any defect therein shall not affect the
legality or validity of any such dividend, distribution,
reclassification, consolidation, merger, sale, transfer or
other action.
(C) In case of a merger or consolidation of the
Corporation with or into another corporation, or the sale
of the Corporation's property or assets as, or
substantially as, an entirety, to another corporation, or
the reclassification of the Common Stock (other than
through a subdivision or combination thereof, or change in
par value), holders of shares of Series D Preferred Stock
shall thereafter have the right to convert each of such
shares into the kind and amount of shares of stock and
other securities and property receivable upon such merger,
consolidation, sale or reclassification by a holder of the
number of shares of Common stock (whether whole or
fractional) into which such shares of Series D Preferred
Stock might have been converted immediately prior to such a
merger, consolidation, sale or reclassification, and shall
have no other conversion rights under these provisions; and
effective provision shall be made in the charter of the
resulting or surviving corporation or otherwise, so that
the provisions set forth herein for the protection of
conversion rights of Series D Preferred Stock shall
thereafter be applicable, as nearly as reasonably may be,
to any other shares of stock and other securities and
property deliverable upon conversion of Series D Preferred
Stock remaining outstanding or other convertible preferred
stock received in place thereof. Any such resulting or
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surviving corporation shall expressly assume the obligation
to deliver, upon the exercise of the conversion right, such
shares, securities or property as holders of Series D
Preferred Stock remaining outstanding, or other convertible
preferred stock received by such holders in place thereof,
shall be entitled to receive pursuant to the provisions
hereof, and to make provision for protection of conversion
rights as above provided.
(D) The holder of any shares of Series D Preferred
Stock may exercise its option to convert such shares into
shares of Common Stock only by surrendering for such
purpose to the Corporation at its principal office the
certificates representing the shares to be converted,
accompanied by written notice that such holder elects to
convert such shares in accordance with the provisions of
this Section 6. Said notice shall also state the name or
names (with addresses) in which the certificate or
certificates for shares of Common Stock which shall be
issuable on conversion are to be issued. Each certificate
or certificates surrendered for conversion shall, unless
the shares issuable on conversion are to be issued in the
same name as that in which such certificate or certificates
are registered, be accompanied by instruments of transfer,
in form reasonably satisfactory to the Corporation, duly
executed by the holder or its duly authorized attorney.
Each conversion shall be deemed to have been effected on
the date on which such certificate or certificates shall
have been surrendered and such notice received by the
Corporation as aforesaid, and the person or person in whose
name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall
be deemed to have become on said date the holder or holders
of record of the shares represented thereby notwithstanding
that the transfer books of the Corporation may then be
closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to such
person. As promptly as practicable on or after the
conversion date, the Corporation shall issue and deliver to
the person or persons entitled to receive the same a
certificate or certificates representing the number of full
shares of Common Stock issuable upon such conversion.
(E) In connection with the conversion of shares of
Series D Preferred Stock into Common Stock, no fractional
shares of Series D Preferred Stock or of Common Stock shall
be issued, but the Corporation shall pay a cash adjustment
in respect of such fractional interest, calculated on the
market price of the Common Stock on the date of conversion.
(F) Upon any conversion of shares of Series D
Preferred Stock, no allowance, adjustment or payment shall
be made with respect to accrued but unpaid dividends upon
such Series D Preferred Stock or with respect to dividends
on the Common Stock to be issued upon conversion.
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(G) The issuance of stock certificates on conversions
of shares of Series D Preferred Stock shall be made without
charge to converting shareholders for any tax in respect of
the issuance thereof. The Corporation shall not, however,
be required to pay any tax which may be payable in respect
of any registration of transfer involved in the issue and
delivery of stock in any name other than that of the holder
of the shares of Series D Preferred Stock converted, and
the Corporation shall not be required to so issue or
deliver any stock certificate unless and until the person
or persons requesting the registration of transfer shall
have paid to the Corporation the amount of such tax or
shall have established to the satisfaction of the
Corporation that such tax has been paid.
(H) The Corporation shall at all times reserve and
keep available out of its authorized Common Stock the full
number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Series D Preferred
Stock.
(I) Any shares of Series D Preferred Stock converted
shall be retired and shall assume the status of authorized
and unissued Preferred Stock, undesignated as to series,
subject to reissuance by the Corporation as shares of
Preferred Stock of one or more series, as may be determined
from time to time by the Board of Directors, but such
shares shall not be reissued as Series D Preferred Stock.
(J) For purposes of this Section 6:
(i) "Common Stock" shall mean (a) the
Corporation's Common Stock, without par value, or (b) any
other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of
changes in par value, or from par value to no par value, or
from no par value to par value; provided, however, that in
the event that at any time as a result of an adjustment
made pursuant to Section 6(A) above, the holder of any
share of Series D Preferred Stock thereafter surrendered
for conversion would become entitled to receive any stock
of the Corporation other than shares of its Common Stock,
thereafter the conversion rate and price with respect to
such other shares so receivable upon conversion of any
share of Series D Preferred Stock shall be subject to
adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Section 6.
Section 7 - Voting Rights.
(A) The holders of the Series D Preferred Stock shall
not be entitled to vote except as provided in this Section
7 and as otherwise provided by law.
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(B) So long as any shares of Series D Preferred Stock
are outstanding, the Corporation shall not, in any manner,
whether by amendment to its Articles of Incorporation or
Code of Regulations, by merger (whether or not the
Corporation is the surviving corporation in such merger),
by consolidation, or otherwise, without the written consent
of the affirmative vote at a meeting called for that
purpose of the holders of at least two-thirds of the votes
of the shares of Series D Preferred Stock then outstanding,
voting separately as a class, (i) amend, alter or repeal
any of the provisions of any resolution or resolutions
establishing the Series D Preferred Stock so as to affect
adversely the powers, preferences or special rights of such
Series D Preferred Stock or (ii) authorize the issuance of,
or authorize any obligation or security convertible into,
exchangeable for or evidencing the right to purchase shares
of, any additional class or series of stock ranking prior
to the Series D Preferred Stock in the payment of dividends
or the preferential distribution of assets.
(C) Nothing in this Section 7 shall be deemed to
require any vote or consent of the holders of shares of
Series D Preferred Stock in connection with the
authorization or issuance of any series of Preferred Stock
ranking on a parity with or junior to the Series D
Preferred Stock as to dividends and/or distribution of
assets.
Section 8 - Restrictions on Transfer.
The Original Holders of the Series D Preferred Stock shall
be entitled to transfer ownership of their shares only as
follows:
(A) in a widely dispersed public offering;
(B) in sales pursuant to Rule 144 of the Securities
Act of 1933 or rules of similar import;
(C) in sales pursuant to Rule 144A of the Securities
Act of 1933, or in any other private sale in which no
single purchaser acquires more than 2% of the voting shares
of the Corporation; or
(D) to the Corporation, to a third party that has
acquired a majority of the shares of the Corporation or to
any other Original Holder.
Section 9 - Reports.
So long as any shares of the Series D Preferred Stock shall
be outstanding, the Corporation shall provide to each
holder of such shares a copy of the annual report to
shareholders distributed pursuant to Rule 14a-3 of the
Securities Exchange Act of 1934.
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B) The Board of Directors of the corporation shall have the
right to adopt amendments to the Articles in respect of any unissued
or treasury shares of any class and thereby to fix or change: the
division of such shares into series and the description and
authorized number of shares of each series; the dividend rate; the
dates of payment of dividends and the dates from which they are
cumulative; liquidation price; redemption rights and price; sinking
fund requirements; conversion rights; and restrictions on the
issuance of shares of any class or series;
C) No holder of shares of any class of the corporation shall
be entitled as such, as a matter of right, to subscribe for or
purchase shares of any class, now or hereafter authorized, or to
purchase or subscribe for securities convertible into or exchangeable
for shares of the corporation or to which shall be attached or
appertain any warrants or rights entitling the holder thereof to
subscribe for or purchase shares, except such rights of subscription
or purchase, if any, at such price or prices, and upon such terms and
conditions as the Board of Directors in its discretion from time to
time may determine.
FIFTH: The minimum amount of stated capital with which the
corporation will commence business shall be One Thousand Dollars
($1,000.00).
SIXTH: The corporation shall have the right to purchase or sell
any class of shares of the corporation, or to acquire, hold and
dispose of shares of its own capital and rights thereto from time to
time, to such extent and in such manner and upon such terms as its
Board of Directors shall determine, or in any other manner authorized
by law; provided, no such purchase would cause any impairment of its
capital.
SEVENTH: That the provisions of Ohio Revised Code Section
1701.831 relating to control share acquisitions shall not be
applicable to the corporation.
RESOLVED FURTHER, That the President and Secretary of the
Corporation be, and they hereby are, authorized and directed to cause
to be prepared, to execute, and to cause to be filed in the Office of
the Secretary of State of the State of Ohio a Certificate of Amended
Articles of Incorporation containing a copy of this resolution and a
statement of the manner of adoption thereof by the Board of Directors
of the Corporation.
PROVIDENT BANCORP, INC.
By: /s/ Allen L. Davis
Allen L. Davis, President
and: /s/ Mark E. Magee
Mark E. Magee, Secretary