UNITED STATES
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): January 17, 2007
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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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On January 18, 2007, Provident Bankshares Corporation (the "Company")
announced its financial results for the quarter and fiscal year ended December
31, 2006. The press release announcing financial results for the quarter and
fiscal year ended December 31, 2006 is attached as Exhibit 99.1 and incorporated
herein by reference.
On January 18, 2007, in conjunction with its earnings release,
Provident Bankshares Corporation is making available supplemental financial
information regarding the Company. The supplemental financial information is
also being posted on the Company's website at The supplemental financial
information includes a comparative analysis of average balances and changes in
tax equivalent net interest income and asset quality detail for the covered
periods. Also included in the supplemental financial information are the
Company's unaudited Consolidated Statements of Income for the three and twelve
months ended December 31, 2006 and 2005 and the unaudited Consolidated
Statements of Condition as of December 31, 2006 and 2005. The supplemental
financial information is attached as Exhibit 99.2 and incorporated herein by
reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
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YEAR
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Effective January 17, 2007, the Board of Directors of the Company
amended Article II, Section 5 and Article III, Section 3(a) of the Corporation's
Fifth Amended and Restated Bylaws (the "Bylaws") to revise the vote standard
required to approve any matter determined at a meeting of stockholders from a
majority of votes present to a majority of votes cast, which is the default
standard under Maryland law. The revised Bylaws provide that to be elected, a
director nominee must receive a majority of the votes cast such that the number
of votes cast "for" a director must exceed the number of votes cast "against"
that director. A plurality vote standard will govern the election of directors
if the number of nominees exceeds the number of directors to be elected.
In addition, consistent with the Company's practice, Article III,
Section 4 of the Bylaws has been amended to provide that a director elected to
fill a vacancy serves until the next annual meeting of stockholders and until
his/her successor is elected and qualified. Article III, Section 4 previously
provided that a substitute director chosen to fill a vacancy created by the
death, removal, resignation or expiration of the term of a director shall hold
office for the remainder of the departed director's term and until his/her
successor is elected and qualified. Article III, Section 4 also previously
provided that a director chosen to fill a vacancy as a result of an increase in
the number of directors shall hold office for such term as the Board of
Directors specifies in accordance with the consistent division of directors into
classes.
The Bylaws have also been amended to correct certain typographical
errors, duplicative phrases and references to the Company's Articles of
Incorporation. The information presented in this Item 5.03 does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Company's Sixth Amended and Restated Bylaws, a copy of which is filed with
this Report as Exhibit 3.2.
ITEM 8.01 OTHER EVENTS
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The Company announced today that the Company's Board of Directors has
approved the repurchase of up to 5% of the Company's outstanding common stock,
or approximately 1.6 million shares. The program will commence immediately.
Repurchases, which will be conducted through open market purchases or privately
negotiated transactions, will be made from time to time depending on market
conditions and other factors.
The Company also announced today that its annual meeting of
stockholders will be held on May 16, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND OTHER EXHIBITS
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(a) Financial Statements of Businesses Acquired: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Shell Company Transactions: Not applicable
(d) Exhibits
Number Description
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Exhibit 3.2 Provident Bankshares' Corporation's Sixth Amended
and Restated Bylaws
Exhibit 99.1 Press Release dated January 18, 2007
Exhibit 99.2 Supplemental Financial Information
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: January 18, 2007