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 14, 2004
PROVIDENT BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25233 80-0091851
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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
(Former name or former address, if changed since last report)
Items 2, 5. Acquisition or Disposition of Assets; Other Events
On January 14, 2004, Provident Bancorp, Inc. (the "Registrant") issued
a press release reporting that it had completed its stock offering in connection
with the second-step conversion of Provident Bancorp, MHC. The Registrant sold
19,573,000 shares of common stock at $10.00 per share in its stock offering, and
issued 400,000 shares of common stock and contributed $1.0 million in cash to
the Provident Bank Charitable Foundation. In addition, each currently
outstanding share of common stock of Provident Bancorp, Inc., a federal
corporation, has been converted into the right to receive 4.4323 shares of the
Registrant's common stock.
In addition, the Registrant announced the completion of its acquisition
of E.N.B. Holding Company, Inc. Shareholders of E.N.B. Holding Company, Inc. as
of the close of business on January 14, 2004 received total merger consideration
of approximately $76.47 million, consisting of up to 3,969,676 shares of common
stock of the Registrant and approximately $36.77 million in cash. Shareholders
who elected to receive all stock or indicated "No Preference" will receive
521.3997 shares of common stock of the Registrant for each of their E.N.B.
Holding Company, Inc. shares. Shareholders who made a cash election for all or
some of their E.N.B. Holding Company, Inc. shares will receive a combination of
both shares of common stock and cash, prorated at a factor of 0.98543877. The
acquisition was accounted for using the purchase method of accounting.
Item 7. Financial Statements and Exhibits
(a) The financial statements and pro forma information required to be filed by
this Item are not available at this time. Such information will be filed as an
amendment to this Current Report on Form 8-K when the information becomes
available; however, in no event will such information be filed any later than 60
days from the last date on which this Form 8-K was required to be filed.
(b) The financial statements and pro forma information required to be filed by
this Item are not available at this time. Such information will be filed as an
amendment to this Current Report on Form 8-K when the information becomes
available; however, in no event will such information be filed any later than 60
days from the last date on which this Form 8-K was required to be filed.
(c) Exhibits.
Exhibit No. Description
99 Press release dated January 14, 2004
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: January 21, 2004 By: /s/ Paul A. Maisch
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Paul A. Maisch
Senior Vice President and Chief Financial Officer
EXHIBIT INDEX
The following exhibit is filed as part of this report:
Exhibit No. Description
99 Press release dated January 14, 2004