1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For Quarter Ended Commission File Number June 30, 1996 0-16421 PROVIDENT BANKSHARES CORPORATION -------------------------------- (Exact Name of Registrant as Specified in its Charter) Maryland 52-1518642 - ------------------------------- ---------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 114 East Lexington Street; Baltimore, Maryland 21202 (Address of Principal Executive Offices) (410) 281-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, par value $1.00 per share, 8,449,682 shares outstanding at August 5, 1996. 2 PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS ----------------- PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Financial Condition-- June 30, 1996 and 1995 and December 31, 1995 3 Consolidated Statement of Income-- Three and Six Months Ended June 30, 1996 and 1995 4 Consolidated Statement of Cash Flows-- Six Months Ended June 30, 1996 and 1995 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION 14 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES 15 Exhibit Index 16 2 3 PART I. FINANCIAL INFORMATION CONSOLIDATED STATEMENT OF CONDITION Provident Bankshares Corporation and Subsidiaries June 30 December 31 June 30 (dollars in thousands) 1996 1995 1995 - ------------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and Due From Banks $ 57,247 $ 49,891 $ 53,369 Short-Term Investments 1,058 2,710 5,945 Mortgage Loans Held for Sale 96,906 86,326 69,470 Securities Available for Sale 895,338 1,017,697 422,536 Investment Securities (Market Value $31,430, $31,018 and $443,568 at June 30, 1996, December 31, 1995, and June 30, 1995, respectively) 32,347 31,420 433,634 Loans: Consumer 964,712 778,467 609,862 Commercial Business 226,608 205,876 180,627 Real Estate -- Construction 117,879 77,896 63,542 Real Estate -- Mortgage 262,758 270,549 551,808 - ------------------------------------------------------------------------------------------------------------------------------- Total Loans 1,571,957 1,332,788 1,405,839 Less: Allowance for Loan Losses 21,733 21,462 20,931 - ------------------------------------------------------------------------------------------------------------------------------- Net Loans 1,550,224 1,311,326 1,384,908 - ------------------------------------------------------------------------------------------------------------------------------- Premises and Equipment, Net 32,978 33,059 29,942 Accrued Interest Receivable 18,114 16,778 15,033 Other Assets 18,669 13,754 33,945 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 2,702,881 $ 2,562,961 $ 2,448,782 - ------------------------------------------------------------------------------------------------------------------------------- LIABILITIES Deposits: Noninterest-Bearing $ 143,759 $ 132,479 $ 128,276 Interest-Bearing 1,603,964 1,436,860 1,367,851 - ------------------------------------------------------------------------------------------------------------------------------- Total Deposits 1,747,723 1,569,339 1,496,127 - ------------------------------------------------------------------------------------------------------------------------------- Short-Term Borrowings 455,929 517,641 518,275 Long-Term Debt 284,508 267,865 242,950 Other Liabilities 32,935 23,708 27,023 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 2,521,095 2,378,553 2,284,375 - ------------------------------------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Common Stock (Par Value $1.00) Authorized 30,000,000 Shares, Issued 8,655,385, 8,125,403 and 8,025,785 Shares at June 30, 1996, December 31, 1995 and June 30, 1995, respectively 8,655 8,125 8,026 Capital Surplus 93,842 78,951 76,665 Retained Earnings 88,645 93,031 85,505 Net Unrealized Gain (Loss) on Debt Securities (6,866) 6,791 (3,299) Treasury Stock at Cost -- 228,066 Shares at June 30, 1996, December 31, 1995 and June 30, 1995 (2,490) (2,490) (2,490) - ------------------------------------------------------------------------------------------------------------------------------- Total Stockholders' Equity 181,786 184,408 164,407 - ------------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 2,702,881 $ 2,562,961 $ 2,448,782 =============================================================================================================================== 3 4 CONSOLIDATED STATEMENT OF INCOME Provident Bankshares Corporation and Subsidiaries Three Months Ended Six Months Ended June 30 June 30 - -------------------------------------------------------------------------------------------------------------------------- (in thousands, except per share data) 1996 1995 1996 1995 - -------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME Interest and Fees on Loans $ 32,342 $ 28,753 $ 61,803 $ 55,021 Interest on Securities 15,690 15,115 32,436 30,023 Tax-Advantaged Interest 749 448 1,501 887 Interest on Short-Term Investments 44 50 81 123 - -------------------------------------------------------------------------------------------------------------------------- TOTAL INTEREST INCOME 48,825 44,366 95,821 86,054 - -------------------------------------------------------------------------------------------------------------------------- INTEREST EXPENSE Interest on Deposits 15,441 13,952 30,510 26,825 Interest on Short-Term Borrowings 6,776 6,741 13,277 13,176 Interest on Long-Term Debt 3,918 3,201 7,654 5,813 - -------------------------------------------------------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 26,135 23,894 51,441 45,814 - -------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME 22,690 20,472 44,380 40,240 Less: Provision for Loan Losses 375 245 5,775 245 - -------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 22,315 20,227 38,605 39,995 - -------------------------------------------------------------------------------------------------------------------------- NON-INTEREST INCOME Service Charges on Deposit Accounts 4,581 2,988 8,196 5,350 Mortgage Banking Activities 3,209 1,331 6,509 3,440 Commissions and Fees 785 506 1,538 1,167 Net Securities Gains (Losses) (65) (2,776) 5,005 (2,776) Other Non-Interest Income 1,130 4,859 2,234 5,321 - -------------------------------------------------------------------------------------------------------------------------- TOTAL NON-INTEREST INCOME 9,640 6,908 23,482 12,502 - -------------------------------------------------------------------------------------------------------------------------- NON-INTEREST EXPENSE Salaries and Employee Benefits 12,149 10,670 24,272 20,775 Occupancy Expense, Net 1,928 1,868 3,943 3,719 Furniture and Equipment Expense 1,576 1,320 3,078 2,578 External Processing Fees 2,421 1,789 4,709 3,450 Other Non-Interest Expense 4,827 5,138 8,782 10,043 - -------------------------------------------------------------------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 22,901 20,785 44,784 40,565 - -------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE TAXES 9,054 6,350 17,303 11,932 Income Tax Expense 3,449 1,945 6,393 3,817 - -------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 5,605 $ 4,405 $ 10,910 $ 8,115 ========================================================================================================================== NET INCOME PER SHARE $ 0.64 $ 0.52 $ 1.25 $ 0.95 ========================================================================================================================== 4 5 CONSOLIDATED STATEMENT OF CASH FLOWS Provident Bankshares Corporation and Subsidiaries Six Months Ended June 30 - --------------------------------------------------------------------------------------------------------------------- (in thousands) 1996 1995 - --------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 10,910 $ 8,115 Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Depreciation and Amortization 3,277 2,616 Provision for Loan Losses 5,775 245 Provision for Deferred Income Tax Benefit (631) (663) Realized Net Securities (Gains) Losses (5,005) 2,776 Loans Originated or Acquired and Held for Sale (227,192) (161,759) Proceeds from Sales of Loans 219,423 137,697 Loss (Gain) on Sales of Loans (2,811) 138 Other Operating Activities 10,222 4,494 - -------------------------------------------------------------------------------------------------------------------- Total Adjustments 3,058 (14,456) - -------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 13,968 (6,341) - -------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Principal Collections and Maturities of Securities Available for Sale 106,549 44,790 Principal Collections and Maturities of Securities Held to Maturity 2,876 20,345 Proceeds on Sales of Securities Available for Sale 188,378 142,014 Purchases of Securities Held to Maturity (3,832) (11,346) Purchases of Securities Available for Sale (190,477) (185,096) Loan Originations and Purchases Less Principal Collections (242,734) (132,897) Purchases of Premises and Equipment (2,464) (2,624) - -------------------------------------------------------------------------------------------------------------------- NET CASH USED BY INVESTING ACTIVITIES (141,704) (124,814) - -------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Net Increase in Deposits 178,384 47,550 Net Increase (Decrease) in Short-Term Borrowings (61,712) 39,025 Proceeds from Long-Term Debt 56,750 55,750 Payments and Maturities of Long-Term Debt (40,107) -- Issuance of Common Stock 2,891 2,679 Cash Dividends on Common Stock (2,766) (1,909) - -------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 133,440 143,095 - -------------------------------------------------------------------------------------------------------------------- INCREASE IN CASH AND CASH EQUIVALENTS 5,704 11,940 Cash and Cash Equivalents at Beginning of Year 52,601 47,374 - -------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 58,305 $ 59,314 ==================================================================================================================== SUPPLEMENTAL DISCLOSURES - -------------------------------------------------------------------------------------------------------------------- Interest Paid, Net of Amount Capitalized $ 29,668 $ 23,925 Income Taxes Paid (Received) 8,122 3,054 Stock Dividend 12,530 8,278 5 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES JUNE 30, 1996 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the consolidated financial statements and notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995 as filed with the Securities and Exchange Commission on March 18, 1996. 6 7 NOTE B - EARNINGS PER SHARE Net income per share is based on the number of weighted average common shares outstanding for the three and six month periods ended June 30, 1996 (8,781,634 and 8,756,709 shares respectively) which includes common stock equivalents resulting from outstanding stock options. The results for 1995 have been given retroactive treatment to the beginning of the year for the May 10, 1996 and May 12, 1995 stock dividends. Exclusive of the retroactive restatement for the stock dividends, earnings per share were $.54 and $1.00 for the three and six month periods ended June 30, 1995. For the three and six month periods ended June 30, 1996, respective dividends of $.18 and $.35, per common share were declared and paid. NOTE C - INVESTMENT SECURITIES Effective December 31, 1993 the Corporation adopted Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). Under SFAS No. 115, the investment portfolio is divided among three categories: investment securities, securities available for sale and trading account securities. Debt securities that the Corporation has the intent and ability to hold to maturity are included in investment securities and, accordingly, are carried at cost adjusted for amortization of premiums and accretion of discounts using the interest method. Available for sale securities are reported at fair value with any unrealized appreciation or depreciation in value reported directly as a separate component of stockholders' equity as an unrealized gain or loss on debt securities which is reflected net of applicable taxes, and therefore, has no effect on the reported earnings of the Corporation. 7 8 The aggregate amortized cost and market values of the investment securities portfolio at June 30 were as follows: JUNE 30, 1996 -------------------------------------------------------------------------- GROSS GROSS AMORITIZED UNREALIZED UNREALIZED MARKET (in thousands) COST GAINS LOSSES VALUE - ----------------------------------------------------------------------------------------------------------------------- SECURITIES HELD TO MATURITY U.S. Treasury and Government Agencies and Corporations $ 15,726 $ -- $ -- $ 15,726 Mortgage-Backed Securities 16,621 -- 917 15,704 - ----------------------------------------------------------------------------------------------------------------------- Total Securities Held to Maturity 32,347 -- 917 31,430 - ----------------------------------------------------------------------------------------------------------------------- SECURITIES AVAILABLE FOR SALE U.S. Treasury and Government Agencies and Corporations 27,163 60 11 27,212 Mortgage-Backed Securities 815,995 3,217 14,813 804,399 Municipal Securities 11,550 229 181 11,598 Other Debt Securities 52,021 390 282 52,129 - ----------------------------------------------------------------------------------------------------------------------- Total Securities Available for Sale 906,729 3,896 15,287 895,338 - ----------------------------------------------------------------------------------------------------------------------- Total Investment Securities Portfolio $ 939,076 $ 3,896 $ 16,204 $ 926,768 ======================================================================================================================= June 30, 1995 ------------------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value ------------------------------------------------------------------------- SECURITIES HELD TO MATURITY U.S. Treasury and Government Agencies and Corporations $ 13,398 $ -- $ -- $ 13,398 Mortgage-Backed Securities 411,761 10,625 872 421,514 Municipal Securities 8,475 286 105 8,656 - ----------------------------------------------------------------------------------------------------------------------- Total Securities Held to Maturity 433,634 10,911 977 443,568 - ----------------------------------------------------------------------------------------------------------------------- SECURITIES AVAILABLE FOR SALE U.S. Treasury and Government Agencies and Corporations $ 33,212 554 507 33,259 Mortgage-Backed Securities 235,878 3,636 2,040 237,474 Other Debt Securities 150,947 1,856 1,000 151,803 - ----------------------------------------------------------------------------------------------------------------------- Total Securities Available for Sale 420,037 6,046 3,547 422,536 - ----------------------------------------------------------------------------------------------------------------------- Total Investment Securities Portfolio $ 853,671 $ 16,957 $ 4,524 $ 866,104 ======================================================================================================================= At June 30, 1996 a net unrealized loss of $6.9 million was reflected as a separate component of Stockholders' Equity in the Consolidated Statement of Condition as compared to a total net unrealized gain of $6.8 million on Securities Available for Sale at December 31, 1995. For details regarding investment securities at December 31, 1995, refer to Note 3 of the Consolidated Financial Statements incorporated in the Corporation's 10-K filed March 18, 1996. 8 9 NOTE D - MORTGAGE SERVICING RIGHTS The Corporation adopted the provisions of Statement of Financial Accounting Standards No. 122 "Accounting for Mortgage Servicing Rights" (SFAS No. 122") effective January 1, 1996. SFAS No. 122 requires that a portion of the cost of originating a mortgage loan be allocated to the mortgage servicing right based on its fair value of the servicing rights. The Corporation used the market prices under comparable servicing sales contracts to determine the fair value of the servicing rights created during the first quarter. SFAS No. 122 precludes retroactive application to previously reported periods. Accordingly, amounts for the six months ended June 30, 1995 were accounted for under the original SFAS No. 65. Therefore, results for the first six months of 1996 are not comparable to the results for the first six months of 1995. Originated loan servicing rights, net of accumulated amortization and impairment at June 30, 1996 were as follows: Mortgage Servicing Rights - -------------------------------------------------------------------------------- Balance at January 1, 1996 $ -- Additions 1,696 Amortization 116 Sales of Servicing Rights 990 - -------------------------------------------------------------------------------- Balance at June 30, 1996 $ 590 - -------------------------------------------------------------------------------- 9 10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES FINANCIAL REVIEW - ---------------- EARNINGS SUMMARY - ---------------- Provident recorded a 27% increase in net income over the same period a year ago. Net income for the quarter ended June 30, 1996 was $5.6 million, or $.64 per share, compared to $4.4 million or $.52 per share, for the second quarter of the prior year. The higher earnings in 1996 were mainly due to loan growth and increased fee income. Consumer loans outstanding grew $355 million as total loans increased 11.8% to $1.57 billion. Total loans would have been higher except for $281 million in residential mortgage loans that were securitized in the fourth quarter of 1995. Non-interest income adjusted for nonrecurring items increased 80% over the second quarter of 1995. The non-interest income increase was driven by fee based services on higher account volume and mortgage banking income. Higher account volume and continued investment in business initiatives contributed to a 10.2% increase in operating expenses. There was a $375 thousand provision for loan losses during the quarter with net charge-offs of $198 thousand. NET INTEREST INCOME - ------------------- Tax-equivalent net interest income was $22.9 million for the second quarter of 1996 which represented a $2.2 million increase over the prior year. Growth in average earning assets contributed $2.7 million to net interest income which was partially offset by a 6 basis point drop in net interest margin. Provident's interest income on earning assets rose $5.8 million from the second quarter of 1995, the result of a $294 million expansion in average earning asset balances offset in part by an 18 basis point decline in yield. Earning asset growth was the result of increases of $354 million in consumer loans, $44 million in commercial business loans and $50 million in real estate construction and commercial mortgage loans. Investments increased $97 million. Residential mortgage loans declined $293 million as the Corporation securitized $281 million of residential real estate mortgage loans during the fourth quarter of 1995. Mortgage loans held for sale increased $41 million. The decrease in the yield was mainly attributable to the lower interest rate environment. Total interest expense was $2.2 million above a year ago, the combined result of a decrease of 12 basis points in the average rate paid and a $257 million increase in the average 10 11 outstanding balance of interest-bearing liabilities. Included in this increase were $79 million in brokered deposits, $15 million in certificates of deposit, $29 million in interest bearing demand deposits, $28 million in savings and money market deposits and $107 million of borrowings. As a result of off-balance sheet transactions undertaken to insulate the bank from interest rate risks, interest income has been decreased by $340 thousand and interest expense has been reduced by $323 thousand, for a net decrease of $17 thousand for the quarter ending June 30, 1996. For the six months ending June 30, 1996, interest income has been decreased by $624 thousand and interest expense has been reduced $940 thousand for an increase in net interest income of $316 thousand. Amortization of closed positions reduced interest income by $261 thousand and increased interest expense $123 thousand for the current quarter. For the six months ending June 30, 1996, amortization of closed positions decreased interest income $522 thousand and increased interest expense $206 thousand. The forward yield curve indicates that short-term rates will increase by 100 basis points and long term rates will increase 25 basis points over the next twelve months. The Corporation's analysis indicates that if management did not adjust its June 30, 1996 off-balance sheet positions and the forward yield curve assumptions becomes reality, off-balance sheet positions would increase net interest income by $123 thousand over the next twelve months. This compares to a decrease in net interest income of $1.5 million should interest rates remain the same. PROVISION FOR LOAN LOSSES - ------------------------- The Corporation recorded a $375 thousand provision for loan losses for the quarter. Net charge-offs were $198 thousand compared to net charge-offs of $114 thousand for the second quarter of 1995. The Corporation continues to emphasize loan quality and closely monitors potential problem credits. Senior managers meet at least monthly to review the credit quality of the loan portfolios and at least quarterly with executive management to review the adequacy of the allowance for loan losses. The allowance for loan losses at June 30, 1996 was $21.7 million, up slightly from the $20.9 million a year ago. At June 30, 1996, the allowance represented 1.38% of total loans and 112% of non-performing and past due loans. Total non-performing and past due loans were $19.4 million at June 30, 1996 compared to $10.1 million at June 30, 1995. Residential mortgage loans represented $10.1 million of total non-performing loans at June 30, 1996, $6.4 million of which are insured or guaranteed by the United States Government. Also contributing to the rise was the increase in consumer loans outstanding of $355 million from the second quarter, 1995. 11 12 NON-INTEREST INCOME - ------------------- Non-interest income totaled $9.6 million in the second quarter of 1996 compared to $6.9 million in 1995. Net of non-recurring items, non-interest income increased 80%. This increase was driven by fee based services on higher account volume and mortgage banking income. The mortgage originations were $119 million for the second quarter of 1996 compared to $104 million for the second quarter of 1995. Deposit service fees continued their upward trend, increasing 53% over the prior year following a 28% rise in the number of retail demand deposit accounts from the second quarter of 1995 and a change in the fee structure. NON-INTEREST EXPENSE - -------------------- Second quarter non-interest expense of $22.9 million was 10% or $2.1 million higher than a year ago. Salaries and benefits rose 14% largely the result of increased mortgage banking activities and additional supermarket branch locations. Occupancy costs increased $60 thousand or 3.2% over last year and furniture and equipment expense increased $256 thousand resulting from branch network expansion and upgrades of technology. External processing fees increased $632 thousand due to increased account volume. All other expenses decreased a total of $311 thousand mainly benefiting from the reduction of the FDIC insurance premium. INCOME TAXES - ------------ Provident recorded income tax expense of $3.4 million based on income before taxes of $9.1 million, an effective tax rate of 38.1%. During the second quarter of 1995, Provident recorded tax expense of $1.9 million on pre-tax income of $6.4 million, an effective tax rate of 30.6%. The increase in the effective tax rate from 30.6% for 1995 to 38.1% for 1996 is primarily due to a federal tax benefit received during the second quarter of 1995. FINANCIAL CONDITION - ------------------- Total assets of the Corporation increased $140 million from December 31, 1995 to June 30, 1996 as loan balances increased $239 million. Consumer loans were up $186 million, commercial business loans $21 million and real estate construction loans $40 million while real estate mortgage loans declined $8 million. Securities available for sale and investment securities declined $121 million to support the above loan growth. In addition, mortgage loans held for sale increased $11 million. Total deposits ended the quarter at $1.75 billion, an increase of $178 million over the December 31, 1995 level. Non-interest bearing deposits increased $11 million 12 13 from December 31, 1995 while interest bearing deposits increased $167 million. Borrowings decreased $45 million from December 31, 1995 ending the quarter at $740 million. At June 30, 1996, loans held for sale, investments available for sale and investment securities maturing within one year totaled $993 million or 39% of total liabilities, compared to $1.10 billion or 46% as of December 31, 1995. At quarter-end, the leverage ratio was 7.09% and total stockholders' equity represented 10.43% of risk adjusted assets. These ratios exceed the minimum requirements of the current leverage capital and risk-based capital standards established by regulatory agencies. 13 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders - None Item 5. Other Information - None Item 6. Exhibits and Reports on Form 8-K (a) The exhibits filed as part of this report are listed below: (3.1) Articles of Incorporation of Provident Bankshares Corporation.* (3.2) By-laws of Provident Bankshares Corporation, as amended.** (11) Statement re: Computation of Per Share Earnings. (27) Financial Data Schedule. (b) Reports on Form 8-K There were no current reports on Form 8-K filed during the quarter ended June 30, 1996. * Incorporated by reference from Registrant's Registration Statement on Form S-3 (File No. 33-73162) filed with the Commission on August 18, 1994. ** Incorporated by reference from Registrant's 1994 Annual Report on Form 10-K (File No. 0-16421) filed with the Commission on February 17, 1995. 14 15 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 thereunto duly authorized. PROVIDENT BANKSHARES CORPORATION -------------------------------- Registrant August 12, 1996 Peter M. Martin --------------- Peter M. Martin President and Chief Operating Officer August 12, 1996 R. Wayne Hall ------------- R. Wayne Hall Treasurer 15 16 EXHIBIT INDEX ------------- Exhibit Description ------- ----------- (11) Statement re: Computation of Per Share Earnings Filed herewith (27) Financial Data Schedule Filed herewith 16