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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 28, 2005
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)
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:
[ ] 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))
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ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
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OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
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Pursuant to the Indenture dated as of February 29, 2000 (the
"Indenture"), between Provident Bankshares Corporation (the "Company") and
Deutsche Bank Trust Company Americas, formerly Bankers Trust Company ("Deutsche
Bank"), as trustee, on February 28, 2005, the Company gave notice to Deutsche
Bank of its intention to redeem on March 31, 2005 all $30,927,850 aggregate
principal amount of the 10% junior subordinated debentures due 2030 (the
"Debentures") issued to Provident Trust II under the Indenture. The redemption
price consists of the $30,927,850 aggregate principal amount plus aggregate
unpaid interest of $750,000. The form of Indenture is incorporated herein by
reference to exhibit 4.1 to the Company's Registration Statement on Form S-3
(File No. 333-30678) filed with the Securities and Exchange Commission on
February 18, 2000.
As a result of the redemption of the Debentures, and pursuant to the
Amended and Restated Trust Agreement, dated as of February 29, 2000, between the
Company, Deutsche Bank and Deutsche Bank Trust Company Delaware, formerly
Bankers Trust Delaware, Deutsche Bank notified the holders of Trust Preferred
Securities issued by Provident Trust II that the Trust Preferred Securities will
be redeemed on March 31, 2005. Following the redemption, the Company's capital
ratios will continue to comply with all applicable regulatory capital
requirements and Provident Bank's capital ratios will continue to be considered
"well capitalized" for regulatory purposes. On February 28, 2005, the Company
issued a press release announcing the redemption of the Trust Preferred
Securities issued by Provident Trust II. The press release announcing the
redemption is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
ITEM 7.01. REGULATION FD DISCLOSURE
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On February 28, 2005, the Company issued a press release announcing the
redemption of the Trust Preferred Securities issued by Provident Trust II. The
press release announcing the redemption is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
4.1 Form of Indenture of Provident Bankshares Corporation (Incorporated
by reference to the Company's Registration Statement on
Form S-3 (File No. 333-30678) filed with the Securities and
Exchange Commission on February 18, 2000)
99.1 Press Release dated February 28, 2005
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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/ Kevin G. Byrnes
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Kevin G. Byrnes
President and Chief Operating Officer
Date: February 28, 2005