SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 10, 1997
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Date of Report (Date Of Earliest Event Reported)
FIRST CITIZENS FINANCIAL CORPORATION
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(Exact Name Of Registrant As Specified In Its Charter)
Delaware
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(State Or Other Jurisdiction Of Incorporation)
0-17912 52-1638667
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(Commission File Number) (IRS Employer Identification No.)
22 Firstfield Road
Gaithersburg, Maryland 20878
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(Address Of Principal Executive Offices) (Zip Code)
(301) 527-2400
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 10, 1997, First Citizens Financial
Corporation, a Delaware corporation (the "Company"), and
Provident Bankshares Corporation, a Maryland corporation
("Provident"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which the
Company will merge with and into Provident (the
"Merger"). The Merger is expected to qualify as a tax-
free reorganization for federal income tax purposes and
to be accounted for as a pooling of interests. The
Merger Agreement also provides that immediately following
the Merger, Citizens Savings Bank, F.S.B. ("Citizens
Bank"), a federally chartered savings bank and a wholly
owned subsidiary of the Company, will be merged (the
"Bank Merger") with and into Provident Bank of Maryland
("Provident Bank"), a Maryland-chartered commercial bank
and a wholly owned subsidiary of Provident, pursuant to a
Subsidiary Agreement and Plan of Merger to be entered
into between Citizens Bank and Provident Bank.
Pursuant to the Merger Agreement, each share of
common stock, par value $0.01 per share ("Company Common
Stock"), of the Company outstanding on the effective date
of the Merger will (subject to certain exceptions) be
converted into the right to receive .73 shares of common
stock, par value $1.00 per share, of Provident
("Provident Common Stock"), together with the
corresponding number of rights attached thereto. No
fractional shares of Provident Common Stock will be
issued in the Merger, and holders of Company Common Stock
who otherwise would be entitled to receive a fractional
share of Provident Common Stock will receive a cash
payment in lieu thereof. In addition, if the average
closing price of Provident Common Stock for the ten
trading days immediately preceding receipt of the last
regulatory approval for the Merger (determined without
regard to any related waiting periods) is below $35.625,
the Company may terminate the Merger Agreement unless
Provident increases the exchange ratio in the Merger such
that the value of Provident Common Stock (based on such
average closing price) to be received in the Merger is
not less than $26.006 per share of Company Common Stock.
Consummation of the Merger is subject to a
number of conditions, including, but not limited to, the
approval of the Merger Agreement and the Merger by the
requisite vote of the stockholders of each of the Company
and Provident and the receipt of all required regulatory
approvals.
At the effective time of the Merger, Provident
will cause its board of directors and the board of
directors of Provident Bank to be expanded by two
directorships, and Herbert Jorgensen, Chairman and CEO of
the Company, and Enos Fry, President of the Company, will
be appointed directors of Provident and Provident Bank.
Mr. Fry will also serve as a Group Manager of Provident
pursuant to an employment agreement to be entered into
with Provident upon consummation of the Merger, and Mr.
Jorgensen will be retained by Provident in a consulting
role following the Merger.
As a condition to the execution and delivery by
Provident of the Merger Agreement, the Company and
Provident entered into a Stock Option Agreement, dated as
of March 10, 1997 (the "Option Agreement"), pursuant to
which the Company granted Provident an irrevocable option
(the "Option") to purchase up to 291,388 shares (subject
to adjustment as set forth therein) of Company Common
Stock at a purchase price of $23.00 per share. The
Option will become exercisable only upon the occurrence
of certain events described therein, none of which has
occurred as of the date hereof. In addition, the Company
has agreed to pay a termination fee of $1.7 million to
Provident following termination of the Merger Agreement
under certain circumstances.
The Merger Agreement and the Option Agreement
are attached hereto as exhibits and are incorporated
herein by reference. The foregoing summaries of the
Merger Agreement and the Option Agreement do not purport
to be complete and are qualified in their entirety by
reference to such exhibits.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated
as of March 10, 1997, by and between
First Citizens Financial Corporation
and Provident Bankshares Corporation
2.2 Stock Option Agreement, dated as of
March 10, 1997, by and between First
Citizens Financial Corporation and
Provident Bankshares Corporation
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
hereunder duly authorized.
Dated: March 10, 1997
FIRST CITIZENS FINANCIAL
CORPORATION
By: /s/ Enos K. Fry
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Name: Enos K. Fry
Title: Vice Chairman and
President
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated
as of March 10, 1997, by and between
First Citizens Financial Corporation
and Provident Bankshares Corporation
2.2 Stock Option Agreement, dated as of
March 10, 1997, by and between First
Citizens Financial Corporation and
Provident Bankshares Corporation