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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended September 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transaction period from _________ to ________
Commission File Number: 0-25233
PROVIDENT BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Federal To be applied for
------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
400 Rella Boulevard, Montebello, New York 10901
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(Address of Principal Executive Office) (Zip Code)
(914) 369-8040
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(Registrant's Telephone Number including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
----
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.10 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days.
(1) YES ___X___ NO _______
(1) YES _______ NO ___X___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB. [_]
The registrant's revenues for the fiscal year ended September 30, 1998 were
$51.0 million.
As of January 14, 1999, there were issued and outstanding 8,280,000 shares
of the Registrant's Common Stock. The aggregate value of the voting stock held
by non-affiliates of the Registrant, computed by reference to the closing price
of the Common Stock as of January 29, 1999 ($12.19) was $42.1 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
------
ITEM 1. Business
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Provident Bancorp, Inc.
Provident Bancorp, Inc. (the "Company") is a Federally-chartered
corporation that was organized on January 7, 1999 at the direction of the Board
of Directors of Provident Bank (the "Bank") for the purpose of acquiring all of
the capital stock of the Bank upon completion of the Bank's reorganization into
the mutual holding company structure. The initial public offering of common
stock by the Company in connection with the reorganization was consummated on
January 7, 1999, and accordingly, had not been consummated by September 30,
1998, the end of the 12-month period for which this Annual Report on Form 10-K
is filed. Prior to the consummation of the reorganization and the initial stock
offering, the Company had not issued any stock, had no assets and no
liabilities, and had not conducted operations other than of an organizational
nature. Following consummation of the reorganization and initial stock offering,
the Company's only significant assets are 100% of the shares of the Bank's
outstanding common stock and up to 50% of the net proceeds of the Company's
initial public stock offering.
The Company does not intend to employ any persons other than certain
officers who are currently officers of the Bank, but will utilize the support
staff of the Bank from time to time. Additional employees will be hired as
appropriate to the extent the Company expands its business in the future. The
directors and executive officers of the Company are set forth below.
The Company's offices are located at the executive offices of the Bank at
400 Rella Boulevard, Montebello, New York. Its telephone number is (914) 369-
8040.
Filed herewith as Exhibits 99.1 and 99.2 for informational purposes only
are the consolidated financial statements of the Bank and its subsidiaries, and
management's discussion and analysis of such consolidated financial statements,
as of September 30, 1998 and 1997 and for the years ended September 30, 1998,
1997 and 1996.
Directors and Executive Officers of the Company
The following individuals serve as directors and executive officers of the
Company:
Age at Current
Name September 30, 1998 Position Director Since Term Expires
- ---- ------------------ -------- -------------- ------------
Directors:
William F. Helmer 64 Chairman of the Board 1974 2001
George Strayton 54 President, Chief Executive 1991 2002
Officer and Director
Dennis L. Coyle 62 Vice Chairman 1984 2002
Murray L. Korn 74 Director 1966 2000
Dr. Donald T. McNelis 66 Director 1987 2000
Richard A. Nozell 64 Director 1990 2000
William R. Sichol, Jr. 58 Director 1990 2001
Wilbur C. Ward 72 Director 1990 2002
F. Gary Zeh 60 Director 1979 2001
Executive Officers who are Not Directors:
Daniel G. Rothstein 51 Executive Vice President,
Chief Credit Officer
and Regulatory Counsel
Robert J. Sansky 51 Executive Vice President and
Director of Human Resources
Katherine A. Dering 50 Senior Vice President and
Chief Financial Officer
Stephen G. Dormer 47 Senior Vice President and
Director of Business Activity
John F. Fitzpatrick 46 Senior Vice President and
Director of Support Services
The business experience for the past five years for each of the Company's
directors and executive officers is as follows:
William F. Helmer has served as the Chairman of the Board of Directors of
the Bank since 1994, and is the President of Helmer-Cronin Construction, Inc., a
construction company.
George Strayton has been employed by the Bank since 1982, and was named
President and Chief Executive Officer of the Bank in 1986.
Dennis L. Coyle has served as Vice Chairman of the Board of Directors of
the Bank since 1994. Mr. Coyle is the owner of the Coyle Insurance Agency, the
owner and President of Delco Realty and the owner of Dennis L. Coyle Rental
Properties.
Murray L. Korn was the Senior and Managing Partner of Korn, Rosenbaum,
Phillips and Jauntig, an accounting firm, prior to his retirement in 1986. Mr.
Korn also served as Chairman of the Board of Directors of the Bank from 1984
until his retirement from that position in 1994.
Dr. Donald T. McNelis served as President of St. Thomas Aquinas College in
Sparkill, New York from 1974 until his retirement in 1995.
Richard A. Nozell is the owner of Richard Nozell Building Construction, and
serves as a general building contractor.
2
William R. Sichol, Jr. is a principal of Sichol & Hicks, P.C., a private
law firm.
Wilbur C. Ward is currently retired. Prior to his retirement, Mr. Ward was
the President of Ward Bulldozers.
F. Gary Zeh is the President of Haverstraw Transit Inc., a bus contracting
company, and President and Owner of Quality Bus Sales and Service.
Daniel G. Rothstein has been employed by the Bank since 1983, and was named
Executive Vice President of the Bank in 1989. Mr. Rothstein has served as the
Bank's Chief Credit Officer and Regulatory Counsel since 1996.
Robert J. Sansky has been employed by the Bank since 1985, and was named
Executive Vice President in 1989. Mr. Sansky has served as the Bank's Director
of Human Resources since 1995.
Katherine A. Dering has served as the Bank's Chief Financial Officer since
1994. Ms. Dering previously served as the Chief Financial Officer of a
community bank located in Connecticut.
Stephen G. Dormer has served as Senior Vice President and Director of
Business Development of the Bank since 1996, and was previously Senior Vice
President and Manager of the Bank's Commercial Loan Department from 1994 until
1996. Prior to joining the Bank in 1994, Mr. Dormer was Senior Vice President
of a commercial bank located in New Jersey.
John F. Fitzpatrick has been employed by the Bank since 1986, and was named
Senior Vice President and Director of Support Services in 1997.
ITEM 2. Properties
- ------- ----------
The Company conducts its business through its office at 400 Rella
Boulevard, Montebello, New York 10901.
ITEM 3. Legal Proceedings
- ------- -----------------
The Bank is a defendant in a lawsuit, Patrick Gawrysiak a/k/a Patrick Gray
------------------------------------
v. Provident Bank, brought by a prospective purchaser of REO property, alleging
- -----------------
breach of contract, negligence, consumer fraud and civil conspiracy. The
plaintiff brought the lawsuit in the Superior Court of New Jersey, Bergen County
Law Division, and is seeking compensatory damages of $500,000, exemplary damages
of $1.0 million, "nominal" damages of $1.0 million and punitive damages of $1.0
million. Although there can be no certainty as to the outcome of this matter,
management believes the claim is baseless and has retained counsel to vigorously
contest the claim.
The Company is not involved in any other pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of business
which, in the aggregate, involved amounts which are believed by management to be
immaterial to the financial condition and operations of the Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
No matters were submitted to a vote of stockholders during the fourth
quarter of the fiscal year under report.
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PART II
ITEM 5. Market for Company's Common Stock and Related Security Holder Matters
- ------- ---------------------------------------------------------------------
(a) The common stock of the Company is quoted on the Nasdaq National
Market under the symbol "PBCP". As of September 30, 1998, the date for which
this report is filed, the Company had not issued shares and there had been no
trading in the common stock of the Company.
(b) The effective date of the Securities Act registration statement for
which use of proceeds information is being disclosed herein was November 12,
1998; the commission file number assigned to the registration statement was 333-
63593.
The offering commenced on or about November 12, 1998 and continued through
December 17, 1998. The offering was managed on a best efforts basis by Ryan,
Beck & Co., Inc. as marketing agent. The securities registered were the common
stock, par value $0.10 per share, of the Company. In the registration statement,
4,007,175 shares of such common stock were registered at an aggregate price of
$40,071,750. In the Reorganization, 8,280,000 shares of common stock were
issued, of which 3,864,000 shares were sold to the public, and 4,416,000 shares
were issued to Provident Bancorp, MHC, the mutual holding company formed in the
Reorganization. Because the effective date of the registration statement was
subsequent to September 30, 1998, the ending date of the reporting period for
this report, the amount of expenses incurred and the amount of net offering
proceeds will be reported in the Company's next periodic report filed pursuant
to section 13(a) and 15(b) of the Securities Exchange Act of 1934. However, the
total expenses of the reorganization and offering are not expected to exceed
$1.3 million.
ITEM 6. Selected Financial Data
- ------- -----------------------
None. As of September 30, 1998, the Company had not issued any stock, had
no assets and no liabilities and had not conducted operations other than of an
organizational nature.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
---------------------
None. As of September 30, 1998, the Company had not issued any stock, had
no assets and no liabilities and had not conducted operations other than of an
organizational nature. See Exhibit 99.2 for management's discussion and
analysis of the Bank's financial condition and results of operations through
September 30, 1998.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
- -------- ----------------------------------------------------------
Not applicable. Information with respect to the Bank is included in
Exhibit 99.2.
ITEM 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
None. As of September 30, 1998, the Company had not issued any stock, had
no assets and no liabilities and had not conducted operations other than of an
organizational nature. See Exhibit 99.1 for the Bank's consolidated financial
statements as of September 30, 1998 and 1997, and for each of the years in the
three-year period ended September 30, 1998.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
4
PART III
--------
ITEM 10. Directors and Executive Officers of the Company
- -------- -----------------------------------------------
See "Business--Directors and Executive Officers of the Registrant" for
information concerning the Company's directors and executive officers.
ITEM 11. Executive Compensation
- -------- ----------------------
No compensation has been paid by the Company to the executive officers or
directors of the Company.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
Not applicable.
ITEM 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
Not applicable.
PART IV
-------
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------- ----------------------------------------------------------------
The exhibits and financial statement schedules filed as a part of this Form
10-K are as follows:
(a)(3) Exhibits
--------
99.1 Consolidated Financial Statements of Provident Bank and subsidiaries
as of September 30, 1998 and 1997 and for the years ended September
30, 1998, 1997 and 1996, with Independent Auditors' Report thereon.
99.2 Management's discussion and analysis of the Consolidated Financial
Statements.
(b) Reports on Form 8-K
-------------------
The Company did not file a Current Report on Form 8-K during the fourth
quarter of the fiscal year ended September 30, 1998.
5
Signatures
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Provident Bancorp, Inc.
Date: February 8, 1999 By: George Strayton
---------------
George Strayton
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: George Strayton By: Katherine A. Dering
---------------------------------- -----------------------------------
George Strayton Katherine A. Dering
President, Chief Executive Officer Senior Vice President and
and Director (Principal Executive Chief Financial Officer
Officer) (Principal Financial and Accounting
Officer)
Date: February 8, 1999 Date: February 8, 1999
By: William F. Helmer By: Dennis L. Coyle
---------------------------------- -----------------------------------
William F. Helmer Dennis L. Coyle
Chairman of the Board Vice Chairman of the Board
Date: February 8, 1999 Date: February 8, 1999
By: Murray L. Korn By: William R. Sichol, Jr.
---------------------------------- -----------------------------------
Murray L. Korn William R. Sichol, Jr.
Director Director
Date: February 8, 1999 Date: February 8, 1999
By: Donald T. McNelis By: Wilbur C. Ward
---------------------------------- -----------------------------------
Donald T. McNelis Wilbur C. Ward
Director Director
Date: February 8, 1999 Date: February 8, 1999
By: Richard A. Nozell By: F. Gary Zeh
---------------------------------- -----------------------------------
Richard A. Nozell F. Gary Zeh
Director Director
Date: February 8, 1999 Date: February 8, 1999
6