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): July 1, 2003
PROVIDENT BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
United States of America 0-25233 06-1537499
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
400 Rella Boulevard, Montebello, New York 10901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (845) 369-8040
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On July 2, 2003, Provident Bancorp, Inc. (the "Registrant") issued a press
release reporting that the Board of Directors of Provident Bancorp, MHC (the
"MHC") has adopted a Plan of Conversion and Reorganization to convert the MHC to
a capital stock corporation (the "Conversion"). The MHC, headquartered in
Montebello, New York, owns approximately 55.5% of the outstanding shares of
common stock of the Registrant. Upon consummation of the Conversion, the MHC
will cease to exist and its shares of the Registrant's common stock will be
cancelled. Existing shares of the Registrant's common stock held by public
stockholders will be exchanged for new shares of the Registrant, pursuant to an
exchange ratio that has yet to be determined and will be based on an independent
appraisal.
Additionally, the Registrant announced that it has entered into a
definitive merger agreement with E.N.B. Holding Company, Inc. ("ENBHC"),
pursuant to which the Registrant will acquire all of the outstanding shares of
common stock of ENBHC (the "Acquisition"). ENBHC is headquartered in Ellenville,
New York and is the holding company of Ellenville National Bank. The Registrant
will pay $4,830 per share for each outstanding share of common stock of ENBHC.
50% of the consideration will be in shares of common stock of the new Delaware
stock holding company to be formed as part of the Conversion, and 50% will be in
cash. It is expected that the aggregate purchase price of the Acquisition will
be approximately $73.5 million.
Item 7. Financial Statements and Exhibits
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated July 1, 2003, by
and between Provident Bancorp, MHC, Provident Bancorp, Inc.,
a federal corporation, Provident Bancorp, Inc., a Delaware
corporation, Provident Bank and E.N.B. Holding Company, Inc.
and Ellenville National Bank
2.2 Plan of Conversion and Reorganization of Provident Bancorp,
MHC
99 Press release dated July 2, 2003
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 BANCORP, INC.
DATE: July 3, 2003 By: /s/ George Strayton
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George Strayton
President and Chief Executive Officer
EXHIBIT INDEX
The following exhibit is filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated July 1, 2003, by
and between Provident Bancorp, MHC, Provident Bancorp, Inc.,
a federal corporation, Provident Bancorp, Inc., a Delaware
corporation, Provident Bank and E.N.B. Holding Company, Inc.
and Ellenville National Bank
2.2 Plan of Conversion and Reorganization of Provident Bancorp,
MHC
99 Press release dated July 2, 2003