-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhKpFpVT2KfHHQm+0oBmuoVA1vRHo4PNTgUsjyJAgF/LAx3I2VMHt3beLp5dzPfS EzP2OOG/O3+i+4/Y+Y8VhQ== 0000943374-99-000014.txt : 19990115 0000943374-99-000014.hdr.sgml : 19990115 ACCESSION NUMBER: 0000943374-99-000014 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT BANCORP INC/NY/ CENTRAL INDEX KEY: 0001070154 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55059 FILM NUMBER: 99506528 BUSINESS ADDRESS: STREET 1: 400 RELLA BLVD CITY: MONTEBELLO STATE: NY ZIP: 10901 BUSINESS PHONE: 9143698040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT BANCORP INC/NY/ CENTRAL INDEX KEY: 0001070154 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 400 RELLA BLVD CITY: MONTEBELLO STATE: NY ZIP: 10901 BUSINESS PHONE: 9143698040 SC 13D 1 SCHEDULE 13D FOR PROVIDENT BANCORP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PROVIDENT BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 743835 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Kenneth R. Lehman, Esq. Luse Lehman Gorman Pomerenk & Schick A Professional Corporation Suite 400 5335 Wisconsin Avenue, N.W. Washington, D.C. 20015 (202) 274-2001 - -------------------------------------------------------------------------------- (Name, Address, Telephone number of Person Authorized to Receive Notices and Communications) January 7, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and if filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_| (Continued on following pages) Page 1 of 6 Pages CUSIP NO. 743835 10 0 Page 2 of 6 Pages ================================================================================ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Provident Bancorp, MHC EIN: To be applied for - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D) OR 2(e) |_| Not Applicable - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 4,416,000 - -------------------------------------------------------------------------------- 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER -0- - -------------------------------------------------------------------------------- 9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 4,416,000 - -------------------------------------------------------------------------------- 10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,416,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES|_| - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC ================================================================================ 2 CUSIP NO. 743835 10 0 Page 3 of 6 Pages Item 1. Security and Issuer - ---------------------------- The securities as to which this Schedule 13D ("Schedule") relates are shares of common stock, $1.00 par value per share ("Common Stock"), of Provident Bancorp, Inc., a Federal stock corporation (the "Issuer"). The address of the Issuer's principal executive office is 400 Rella Boulevard, Montebello, New York 10901. Item 2. Identity and Background - -------------------------------- This Schedule is filed on behalf of Provident Bancorp, MHC, a Federally chartered mutual holding company (the "Company"). The Company's principal business is to hold the majority of the Issuer's shares of Common Stock. The business address of the Company is 400 Rella Boulevard, Montebello, New York 10901. Pursuant to General Instruction C of Schedule 13D, the following information is being provided with respect to each executive officer and director of the Company ("Insiders"): Directors Name Occupation - ---- ---------- William F. Helmer Chairman of the Board of Directors, Provident Bank President, Helmer-Cronin Construction, Inc. George Strayton President and Chief Executive Officer, Provident Bank Dennis L. Coyle Vice Chairman of the Board of Directors, Provident Bank Owner, Coyle Insurance Agency Owner and President, Delco Realty Owner of Dennis L. Coyle Rental Properties. Murray L. Korn Retired Dr. Donald T. McNelis Retired Richard A. Nozell Owner, Richard Nozell Building Construction William R. Sichol, Jr. Principal, Sichol & Hicks, P.C. Wilbur C. Ward Retired F. Gary Zeh President of Haverstraw Transit Inc. President and Owner, Quality Bus Sales and Service Executive Officers Who Are Not Directors Name Current Position - ---- ---------------- Daniel G. Rothstein Executive Vice President Robert J. Sansky Executive Vice President Katherine A. Dering Senior Vice President and Chief Financial Officer Stephen G. Dormer Senior Vice President John F. Fitzpatrick Senior Vice President and Director of Support Services (d) During the past five years, neither the Company nor the Insiders have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither the Company nor the Insiders have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) All of the Insiders are U.S. citizens. 3 CUSIP NO. 743835 10 0 Page 4 of 6 Pages Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- On January 7, 1999, the Issuer was formed for the purpose of becoming the stock holding company of Provident Bank (the "Bank") and the Company was formed for the purpose of becoming the mutual holding company parent of the Issuer. Pursuant to Plan of Reorganization (the "Plan of Reorganization"), the Bank became a wholly-owned subsidiary of the Issuer, which became a majority-owned subsidiary of the Company (the "Mutual Holding Company Reorganization"). On January 7, 1999, 4,416,000 shares of Common Stock were issued to the Company, and 3,864,000 shares of Common Stock were issued to depositors of the Bank and others. Item 4. Purpose of Transaction - ------------------------------- The primary purpose of the Mutual Holding Company Reorganization, which involved the conversion of the Bank to the stock form and the establishment of the Issuer and the Company, was to establish a structure that will enable the Bank to compete and expand more effectively in the financial services marketplace, and that will enable the Bank's depositors, employees, management and directors to obtain an equity ownership interest in the Bank. The mutual holding company structure permitted the Issuer to sell capital stock, which is a source of capital not available to a mutual savings bank. The transaction also gives the Bank and the Issuer greater flexibility to structure and finance the expansion of operations, including the potential acquisition of other financial institutions, and to diversify into other financial services. Because the Issuer only issued a minority of the Common Stock for sale in the Mutual Holding Company Reorganization, the Bank's mutual form of ownership and its ability to remain an independent savings bank and to provide community-oriented financial services is expected to be preserved. However, while the Company intends to exercise its rights as majority stockholder, neither the Company nor the Insiders currently have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be deleted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. In the future, the Company and/or the Insiders may determine to purchase additional shares of the Issuer's Common Stock (or other securities of the Issuer) or the Company and/or the Insiders may determine to sell shares of the Issuer's Common Stock. Any such determination will depend on a number of factors, including market prices, the Issuer's prospects and alternative investments. Item 5. Interest in Securities of the Issuer - --------------------------------------------- a. As of January 7, 1999, the Company directly and beneficially owned 4,416,000 shares of the Issuer's Common Stock, which represented 53.3% of the issued and outstanding shares of Common Stock on such date. b. The Company has the sole power to vote and the sole power to dispose of the shares of Common Stock owned by it. c. Other than the issuance to the Company of the shares of Issuer's Common Stock as of January 7, 1999, the Company has not effected any transaction in the Issuer's Common Stock within the past 60 days. 4 CUSIP NO. 743835 10 0 Page 5 of 6 Pages d. No person or entity other than the Company has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock reported in this Schedule. e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------------------------------------------------------------ As of the date of this Schedule, neither the Company nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock. Item 7. Material to be Filed as Exhibits - ----------------------------------------- None. 5 CUSIP NO. 743835 10 0 Page 6 of 6 Pages SIGNATURE --------- After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct. PROVIDENT BANCORP, MHC By: \s\ George Strayton ------------------------------------- George Strayton President and Chief Executive Officer Date: January 8, 1999 6 -----END PRIVACY-ENHANCED MESSAGE-----