SEC Info

Home

Search

My Interests

Help

Sign In

Please Sign In

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/12/04  Provident Bankshares Corp         S-4/A                 10:258                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment #1 to Form S-4                            HTML  1,736K 
 2: EX-5        Opinion re: Legality                                HTML     16K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML     17K 
 4: EX-23.3     Consent of Experts or Counsel                       HTML      7K 
 5: EX-23.4     Consent of Experts or Counsel                       HTML      8K 
 6: EX-23.5     Consent of Experts or Counsel                       HTML      8K 
 7: EX-23.6     Consent of Experts or Counsel                       HTML      8K 
 8: EX-23.8     Consent of Experts or Counsel                       HTML      7K 
 9: EX-99.3     Miscellaneous Exhibit                               HTML     23K 
10: EX-99.4     Miscellaneous Exhibit                               HTML     14K 

Table of Contents

As filed with the Securities and Exchange Commission on March 12, 2004.

Registration No. 333-112083

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PROVIDENT BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

114 East Lexington Street

Baltimore, Maryland 21202

(410) 281-7000

(Address, including ZIP Code, and telephone number, including area code, of registrant’s principle executive offices)

Robert L. Davis, Esq.

General Counsel

114 East Lexington Street

Baltimore, Maryland 21202

(410) 281-7000

(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:    As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the Merger described in

the proxy statement-prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Calculation of Registration Fee

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) or the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Table of Contents

The information in this joint proxy-prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement-prospectus is not an offer to sell these securities, and we are not soliciting to buy these securities, in any state where the offer or sale is not permitted.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The boards of directors of Provident Bankshares Corporation and Southern Financial Bancorp, Inc. have agreed to a merger of our companies. If the merger is completed, each share of Southern Financial common stock will be converted into 1.0875 shares of Provident Bankshares common stock (plus cash instead of any fractional shares) and $11.125 in cash without interest. Provident Bankshares’ shareholders will continue to own their existing shares. After completion of the merger, we expect that current Provident Bankshares shareholders will own approximately 75% of the combined company and Southern Financial shareholders will own approximately 25% of the combined company. Provident Bankshares common stock is listed on the Nasdaq National Market under the symbol “PBKS.” Based on the closing price of Provident Bankshares common stock on March 10, 2004 of $30.83, Southern Financial shareholders would receive merger consideration with a value of approximately $44.65 for each share of Southern Financial common stock they own.

As a result of Southern Financial shareholders receiving a combination of Provident Bankshares common stock and cash in exchange for Southern Financial common stock, Southern Financial shareholders will recognize gain, but not loss, equal to the lesser of the amount of cash received or the amount of gain realized in the exchange. The merger will be a tax-free transaction for Provident Bankshares shareholders.

We cannot complete the merger unless we obtain the necessary government approvals and unless the shareholders of both companies approve the merger agreement. Each of us is asking our shareholders to consider and vote on this merger proposal at our respective companies’ meetings of shareholders. Whether or not you plan to attend your company’s meeting, please take the time to vote by completing and mailing the enclosed proxy card to the appropriate company. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the merger agreement. If you do not return your proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the merger agreement.

The places, dates and times of the shareholders’ meetings are as follows:

This document contains a more complete description of the shareholders meetings and the terms of the merger. We urge you to review this entire document carefully. You may also obtain information about Provident Bankshares and Southern Financial from documents each company has filed with the Securities and Exchange Commission. We enthusiastically support the merger and recommend that you vote in favor of the merger agreement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement - prospectus or determined if this joint proxy statement-prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities we are offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund, the Bank Insurance Fund or any other governmental agency.

Joint Proxy Statement-Prospectus dated March 12, 2004

and first mailed to the shareholders of Provident Bankshares on or about March 17, 2004

and to the shareholders of Southern Financial on or about March 18, 2004

Table of Contents

This document incorporates important business and financial information about Provident Bankshares and Southern Financial from documents filed with the Securities and Exchange Commission that have not been included in or delivered with this document. You may read and copy these documents at the SEC’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at the Internet site the SEC maintains at http://www.sec.gov. Reports and other information relating to Provident Bankshares and Southern Financial are also available at the offices of the National Association of Securities Dealers. See “Where You Can Find More Information” on page 111.

You also may request copies of these documents from Provident Bankshares and Southern Financial. Provident Bankshares and Southern Financial will provide you with copies of these documents, without charge, upon written or oral request to:

Provident Bankshares Corporation

114 East Lexington Street

Baltimore, Maryland 21201

Attention: Robert L. Davis, General Counsel and Corporate Secretary

Telephone: (410) 277-7000

Southern Financial Bancorp, Inc.

37 East Main Street

Warrenton, Virginia 20186

Attention: Patricia A. Ferrick, Chief Financial Officer

Telephone: (540) 349-3900

If you are a Provident Bankshares shareholder and would like to request documents from Provident Bankshares or Southern Financial, please do so by April 14, 2004 to receive them before the Provident Bankshares annual meeting. If you are a Southern Financial shareholder and would like to request documents from Provident Bankshares or Southern Financial, please do so by April 22, 2004 to receive them before the Southern Financial special meeting.

Table of Contents

Provident Bankshares Corporation

114 East Lexington Street

Baltimore, Maryland 21201

(410) 277-7000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Provident Bankshares Corporation will be held on April 21, 2004 at 10 :00 a.m., local time, at the offices of Provident Bankshares, 114 East Lexington Street, Baltimore, Maryland, for the following purposes:

Only shareholders of record at the close of business on March 1, 2004 will be entitled to notice of and to vote at the meeting and at any adjournment or postponement of the meeting.

Baltimore, Maryland

March 17, 2004

Provident Bankshares’ board of directors unanimously recommends that you vote “FOR” the listed proposals. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy in the accompanying pre-addressed postage-paid envelope.

Table of Contents

Southern Financial Bancorp, Inc.

37 East Main Street

Warrenton, Virginia 20186

(540) 349-3900

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A special meeting of shareholders of Southern Financial Bancorp, Inc. will be held on April 29, 2004 at 3:00 p.m., local time, at the Fauquier Springs Country Club, Springs Road, Warrenton, Virginia, for the following purposes:

Only shareholders of record at the close of business on March 8, 2004 will be entitled to notice of and to vote at the meeting and at any adjournment or postponement of the meeting.

Southern Financial shareholders have the right to dissent from the merger and obtain payment in cash of the fair value of their shares of Southern Financial common stock under applicable provisions of Virginia law. To perfect dissenters’ rights, Southern Financial shareholders must file a written notice of intent to demand payment before the taking of the vote on the merger at the special meeting, must not vote in favor of the merger and must file a written demand with Provident Bankshares for payment for the shares of Southern Financial stock and for an appraisal of the value of those shares. A copy of the applicable Virginia statutory provisions is included as Appendix D to the accompanying joint proxy statement-prospectus and a summary of the provisions can be found under the caption “The Merger—Dissenters’ Rights.”

Warrenton, Virginia

March 18, 2004

Southern Financial’s board of directors unanimously recommends that you vote “FOR” the approval and adoption of the merger agreement. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy in the accompanying pre-addressed postage-paid envelope.

Table of Contents

 Table of Contents

i

Table of Contents

ii

Table of Contents

iii

Table of Contents

 QUESTIONS AND ANSWERS ABOUT THE MERGER

Provident Bankshares’ board of directors has determined that the proposed merger is advisable and in the best interests of Provident Bankshares’ shareholders, has approved the merger agreement and recommends that its shareholders vote “FOR” the approval of the merger agreement. Provident Bankshares’ board of directors also recommends that its shareholders vote “FOR” election of each of the nominees for director, “FOR” the approval of the equity compensation plan and “FOR” ratification of the independent auditors.

Southern Financial shareholders are being asked to vote on the approval and adoption of the merger agreement providing for the merger of Southern Financial with and into Provident Bankshares. Southern Financial’s board of directors has determined that the proposed merger is advisable and in the best interests of Southern Financial’s shareholders, has approved the merger agreement and recommends that its shareholders vote “FOR” the approval of the merger agreement.

If you are a shareholder of Provident Bankshares, each of your shares of Provident Bankshares common stock will remain outstanding and unchanged in the merger. Consequently, you do not need to surrender your stock certificates or exchange them for new ones.

1

Table of Contents

If you are a Provident Bankshares shareholder, you will not recognize gain or loss with respect to your shares of Provident Bankshares common stock solely as a result of the merger.

2

Table of Contents

With respect to the election of Provident Bankshares’ directors and the ratification of Provident Bankshares’ independent auditors, your broker has the power to vote in its discretion if you do not provide timely voting instructions.

3

Table of Contents

 Summary

This brief summary highlights selected information from the joint proxy statement-prospectus. This summary does not contain all of the information that is important to you. You should carefully read this entire document and the other documents that accompany this document or to which this document refers you in order to fully understand the merger. See “Where You Can Find More Information.”

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

 Comparative Per Share Data

The following table shows information about our income per common share, dividends per share and book value per share, and similar information reflecting the merger (which we refer to as “pro forma” information). In presenting the comparative pro forma information for certain time periods, we assumed that we had been merged throughout those periods, and in presenting comparative pro forma information as of a certain date, we assumed that we had been merged as of that date.

The information listed as “equivalent pro forma per share of Southern Financial” was obtained by multiplying the pro forma combined amounts by the exchange ratio of 1.0875. We present this information to reflect the fact that each Southern Financial shareholder will receive shares of Provident Bankshares common stock for each share of Southern Financial common stock exchanged in the merger. We also anticipate that the combined company will derive financial benefits from the merger that include reduced operating expenses and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

The information in the following table is based on, and should be read together with, the historical financial information that we have presented in this document and in our prior filings with the Securities and Exchange Commission (the “SEC”) and with the condensed combined pro forma financial statements presented elsewhere in this document. Provident Bankshares and Southern Financial have incorporated their prior SEC filings into this document by reference. See “Where You Can Find More Information” on page 111.

14

Table of Contents

 Selected Historical Consolidated Financial Information

The following tables show summarized historical consolidated financial data for Provident Bankshares and Southern Financial. The information in the following tables is based on historical financial information that Provident Bankshares and Southern Financial have presented in their prior filings with the SEC. You should read this summary financial information together with Provident Bankshares’ and Southern Financial’s historical financial information.

The audited financial statements of Provident Bankshares are included in Provident Bankshares’ annual report on Form 10-K for the fiscal year ended December 31, 2003 which is incorporated herein by reference. The audited financial statements of Southern Financial are included in Southern Financial’s annual report on Form 10-K for the fiscal year ended December 31, 2003, which is incorporated herein by reference.

15

Table of Contents

 Selected Historical Financial Information for Provident Bankshares

16

Table of Contents

Selected Historical Financial Information for Provident Bankshares

(Continued)

17

Table of Contents

 Selected Historical Financial Information for Southern Financial