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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): June 15, 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 Junior Subordinated Indenture, dated May 24, 2000 (the
"Indenture"), by and between Provident Bankshares Corporation (the "Company")
(as successor to Southern Financial Bancorp, Inc., herein referred to as
"Southern Financial") and Wilmington Trust Company ("Wilmington"), and the First
Supplemental Indenture, dated April 30, 2004 (the "Supplemental Indenture"), by
and between the Company, Southern Financial and Wilmington, the Company gave
notice to Wilmington of its intention to redeem on July 15, 2005 all $5,154,640
aggregate principal amount of the 11% junior subordinated debt securities due
2030 (the "Debentures") held by Southern Financial Capital Trust I (the
"Trust"). The redemption price is equal to 105.5% of the principal amount, or
$5,438,145.20, plus aggregate unpaid interest of $141,752.60. The Indenture is
incorporated herein by reference to Exhibit 4.4 to Southern Financial's
Registration Statement on Form S-1 (File No. 333-94461) filed with the
Securities and Exchange Commission on January 11, 2000. The Supplemental
Indenture is attached hereto as Exhibit 4.2 and incorporated by reference
herein.
As a result of the redemption of the Debentures, and pursuant to the
Amended and Restated Declaration of Trust, dated May 18, 2000, between the
Company (as successor to Southern Financial), Wilmington, as Property Trustee
and Delaware Trustee, and the Administrative Trustees named therein, Wilmington
notified the holders of trust preferred securities (the "Trust Securities")
issued by the Trust that the Trust Securities will be redeemed on July 15, 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 June 15, 2005, the Company issued a press release announcing the
redemption of the Trust Securities issued by the Trust. 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 June 15, 2005, the Company issued a press release announcing the
redemption of the Trust Securities issued by Southern Financial Capital Trust I.
The press release announcing the redemption is attached hereto as Exhibit 99.1
and incorporated by reference herein.
ITEM 8.01. OTHER EVENTS
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On June 17, 2005, the Company announced that its Board of Directors
approved a stock repurchase program (the "Repurchase Program") authorizing the
Company to repurchase up to 1.3 million shares, or approximately 4%, of its
outstanding common stock.
The press release announcing the Repurchase Program is filed as Exhibit
99.2 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
4.1 Indenture (Incorporated by reference to the Registration
Statement of Southern Financial Bancorp Inc. on Form S-1
(File No. 333-94461) filed with the Securities and
Exchange Commission on January 11, 2000).
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4.2 Supplemental Indenture
99.1 Press Release dated June 15, 2005
99.2 Press Release dated June 17, 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/ Robert L. Davis
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Robert L. Davis
General Counsel and Corporate Secretary
Date: June 17, 2005