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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 30, 2004
PROVIDENT BANKSHARES CORPORATION
(Exact name of registrant as specified in charter)
MARYLAND 0-16421 52-1518642
(State or other (Commission File (IRS Employer
jurisdiction of 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On April 30, 2004, Provident Bankshares Corporation consummated its
acquisition of Southern Financial Bancorp, Inc. ("Southern") pursuant to an
Agreement and Plan of Reorganization, dated as of November 3, 2003, by and
between Provident and Southern (the "Agreement"), pursuant to which Southern was
merged with and into Provident (the "Merger") and Southern's wholly owned
subsidiaries, Southern Financial Bank and Essex Savings Bank, F.S.B were merged
with and into Provident's wholly owned subsidiary, Provident Bank. Pursuant to
the terms of the Agreement, each share of Southern's common stock, par value
$0.01 per share, that was issued and outstanding at the effective time of the
Merger was converted into the right to receive 1.0875 shares of Provident common
stock, par value $1.00 per share, and $11.125 in cash, without interest. The
press release issued by Provident announcing the consummation of the Merger is
attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Businesses Acquired.
The following financial statements of Southern Financial Bancorp, Inc.
are included in Southern Financial Bancorp, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2003 as filed with the
Securities and Exchange Commission on March 9, 2004 (File No. 0-22836)
and are incorporated herein by reference to Exhibit 99.2:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Statements of Income for the Years Ended
December 31, 2003, 2002 and 2001
Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
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(b) The Unaudited Pro Forma Condensed Combined Consolidated
Balance Sheet as of December 31, 2003 and Unaudited Pro Forma
Condensed Combined Consolidated Statement of Income for the
Year Ended December 31, 2003 are incorporated herein by
reference to Exhibit 99.3.
(c) Exhibits.
23.1 Consent of KPMG LLP
99.1 Press release dated April 30, 2004
99.2 The Unaudited Pro Forma Condensed Combined Consolidated
Balance Sheet as of December 31, 2003 and Unaudited Pro
Forma Condensed Combined Consolidated Statement of Income
for the Year Ended December 31, 2003
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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/ Gary N. Geisel
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Gary N. Geisel
Chairman of the Board and
Chief Executive Officer
Date: May 6, 2004
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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23.1 Consent of KPMG LLP
99.1 April 30, 2004 Press Release of Provident
Bankshares Corporation
99.2 The Unaudited Pro Forma Condensed Combined Consolidated
Balance Sheet as of December 31, 2003 and Unaudited Pro
Forma Condensed Combined Consolidated Statement of Income
for the Year Ended December 31, 2003
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