SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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
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
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(Former name or former address, if changed since last report)
Item 2.01 Acquisition or Disposition of Assets
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On October 1, 2004, Provident Bancorp, Inc. (the "Company") completed its
acquisition of Warwick Community Bancorp, Inc. ("WCBI") and its wholly-owned
subsidiaries, The Warwick Savings Bank, The Towne Center Bank and Hardenburgh
Abstract Company. As part of the acquisition, WCBI stockholders who elected to
receive all cash or indicated "No Preference" received consideration of $32.26
in cash for each of their WCBI shares. Shareholders who elected to receive all
stock received 2.7810 shares of common stock of the Company for 99.89% of their
shares of common stock of WCBI and $32.26 in cash for each of the remaining
0.11% of their shares. Shareholders who elected to receive cash and shares of
common stock of the Company received $32.26 in cash for the cash portion of
their election, 2.7810 shares of common stock of the Company for 99.89% of their
stock election shares and $32.26 in cash for each of the remaining 0.11% of
their stock election shares. Cash was issued in lieu of fractional shares at a
rate of $11.612 per whole share. The aggregate purchase price for the
transaction was approximately $147.2 million. The transaction was accounted for
using the purchase method.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
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(a) The financial statements required by this item have been previously filed.
(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 WCBI and the Company and have been prepared to
illustrate the effect of the acquisition.
The unaudited pro forma condensed combined balance sheet as of September
30, 2004 as Exhibit 99 is based on the audited historical consolidated balance
sheet of the Company and the unaudited historical consolidated balance sheet of
WCBI at that date, assuming that the acquisition had been consummated on
September 30, 2004 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 WCBI for the year ended
September 30, 2004 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 September 30, 2004.
These pro forma financial statements should be read in conjunction with the
historical consolidated financial statements and related notes contained in the
Company's September 30, 2004 Form 10-K; and in WCBI's December 31, 2003 Form
10-K.
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 WCBI 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: December 15, 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
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99 Unaudited pro forma financial statements