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): October 1, 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)
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 (see General Instruction A.2. below):
[ ] 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 2.01 Completion of Acquisition or Disposition of Assets
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On October 1, 2004, the merger of Warwick Community Bancorp, Inc.
("WSBI") with and into Provident Bancorp, Inc. ("Provident"), as contemplated by
the Agreement and Plan of Merger dated as of March 15, 2004 by and between
Provident and WSBI (the "Agreement"), was completed. In accordance with the
Agreement, 50% of the outstanding shares of common stock of WSBI were exchanged
for shares of Provident common stock at an exchange rate of 2.7810 shares of
Provident common stock per share of WSBI common stock (with cash paid in lieu of
fractional shares at a rate of $11.612 per whole share) and the conversion of
50% of the outstanding shares of WSBI common stock into cash at a rate of $32.26
per share. The aggregate consideration paid in the merger consisted of
approximately $72.6 million in cash (including cash paid in lieu of fractional
shares) and approximately 6,257,892 shares of Provident common stock. The
transaction was accounted for using the purchase method of accounting.
The preceding is qualified in its entirety by reference to the Merger
Agreement and a press release, which are attached as Exhibits 2.1 and 99.1 to
this Form 8-K, respectively, and are incorporated by reference herein.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
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(d) In connection with the merger of WSBI with and into Provident, and
pursuant to Section 2.5 of the Agreement, Provident appointed Thomas G. Kahn for
a term of office expiring at the annual meeting of stockholders to be held
following the year ending September 30, 2005, and R. Michael Kennedy for a term
of office expiring at the annual meeting of stockholders to be held following
the year ending September 30, 2006. It is expected that Mr. Kahn will be
appointed to the Asset/Liability Management Committee of Provident Bank's Board
of Directors, and that Mr. Kennedy will be appointed to the Loan Committee of
Provident Bank's Board of Directors. Messrs. Kahn and Kennedy are not party to
any transaction that would be required to be reported under Item 404(a) of
Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of business acquired.
(i) The Audited Consolidated Statements of Financial
Condition at December 31, 2003 and 2002 and the
Audited Consolidated Statements of Income for the
years ended December 31, 2003, 2002 and 2001 of WSBI
are incorporated herein by reference by Exhibit 99.2.
(ii) The Unaudited Consolidated Statements of Financial
Condition at June 30, 2004 and the Unaudited
Consolidated Statements of Income for the six months
ended June 30, 2004 are incorporated herein by
reference by Exhibit 99.3.
(b) Pro forma financial information.
(i) Unaudited Combined Condensed Consolidated Pro Forma
Financial Data will be provided by Provident Bancorp
by an amendment to this Form 8-K not later than 71
days after the date that this Form 8-K must be filed.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of March
15, 2004, by and between Provident Bancorp, Inc.
and Warwick Community Bancorp, Inc. (incorporated
by reference to Provident Bancorp, Inc.'s Current
Report on Form 8-K filed with the Securities and
Exchange Commission on March 15, 2004 (Commission
File No. 0-25233)).
99.1 Provident Bancorp, Inc. press release dated
October 1, 2004.
99.2 Audited Financial Statements of Warwick Community
Bancorp, Inc. (incorporated by reference to
Warwick Community Bancorp, Inc.'s Annual Report on
Form 10-K filed with the Securities and Exchange
Commission on March 15, 2004 (Commission File No.
23293)).
99.3 Unaudited Financial Statements of Warwick
Community Bancorp, Inc. (incorporated by reference
to Warwick Community Bancorp, Inc.'s Annual Report
on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2004 (Commission
File No. 23293)).
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: October 5, 2004 By: /s/ Paul A. Maisch
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Paul A. Maisch
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following exhibits are filed as part of this report:
Exhibit No. Description
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99.1 Provident Bancorp, Inc. press release dated
October 1, 2004.