SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
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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)
Item 2. Acquisition or Disposition of Assets
On January 14, 2004, Provident Bancorp, Inc. (the "Company") completed
its acquisition of ENB Holding Company, Inc. ("ENB") and its wholly-owned
subsidiary, Ellenville National Bank. As part of the acquisition, ENB
stockholders received consideration of $4,830.00 per share for each share of
ENB's common stock issued and outstanding, converted into cash or shares of the
Company's common stock at a rate of 521.3997 shares for each E.N.B. share. The
aggregate purchase price for the transaction was approximately $76.5 million.
The transaction was accounted for using the purchase method.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements
attached as Exhibit 99 ("pro forma financial statements") are based on the
historical financial statements of ENB and the Company and have been prepared to
illustrate the effect of the acquisition.
The unaudited pro forma condensed combined balance sheet as of
December 31, 2003 as Exhibit 99 is based on the unaudited historical
consolidated balance sheets of the Company and ENB at that date, assuming that
the acquisition had been consummated on December 31, 2003 and accounted for
using the purchase method of accounting.
The unaudited pro forma income statements reflect the combination of
the historical results of operations of the Company and ENB for the year ended
September 30, 2003 and for the year ended December 31, 2003. The unaudited pro
forma income statements give effect to the acquisition using the purchase method
of accounting and assume that (1) the acquisition occurred as of the beginning
of the respective periods presented, and (2) the amount of initial goodwill
equaled the amount reflected in the unaudited pro forma condensed combined
balance sheet as of December 31, 2003.
These pro forma financial statements should be read in conjunction
with the historical consolidated financial statements and related notes
contained in the Company's December 31, 2003 Form 10-Q and September 30, 2003
Form 10-K; and in ENB's Regulatory Report #FRY-9 filed with the Federal reserve
Bank for the year and quarter ended December 31, 2003.
The combined company expects to achieve benefits from the
acquisition including operating cost savings and revenue enhancements. These pro
forma financial statements do not reflect any potential cost savings or revenue
enhancements that are expected to result from the combination of the operations
of the Company and ENB and, accordingly, may not be indicative of the results of
future operations. No assurances can be given with respect to the ultimate level
of cost savings or revenue enhancements to be realized. As a result, these pro
forma financial statements are not necessarily indicative of either the results
of operations or financial condition that would have been achieved had the
acquisition in fact occurred on the date indicated, nor do they purport to be
indicative of the results of operations or financial condition that may be
achieved in the future by the combined company.
SIGNATURE
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: March 15, 2004 By: /s/ Paul A. Maisch
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Paul A. Maisch
Senior Vice President
Chief Financial Officer
EXHIBIT INDEX
The following exhibit is filed as part of this report:
Exhibit No. Description
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99 Unaudited pro forma financial statements