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Press Release
The Provident Bank
From: Provident Financial Services,
Inc.
830 Bergen Avenue
Jersey City, NJ 07306
CONTACT: Kenneth Wagner, SVP
The Provident Bank
201-915-5344
For Immediate Release: January 15,
2003
THE PROVIDENT BANK RECEIVES FINAL
REGULATORY
CLEARANCE OF ITS PLAN TO CONVERT; TRADING IN PROVIDENT
FINANCIAL STOCK TO COMMENCE ON THE NYSE ON JANUARY
16TH
JERSEY CITY, NEW JERSEY, - The Provident Bank announced
today it received final clearance of the appraised
value of the Provident Financial Services, Inc.
stock that had been offered in the Bank's Conversion
Subscription Offering. As a result, 59,618,300 shares
of Provident Financial Services, Inc. common stock
will be issued to the Bank's depositors and an Employee
Stock Ownership Plan at a price of $10 per share.
An additional 1,920,000 shares will be contributed
to The Provident Bank Foundation, a charitable foundation
established by Provident, which will bring total
shares outstanding to 61,538,300. The plan to convert
had previously been approved by the Bank's depositors.
Trading in Provident Financial Services, Inc. common
stock is expected to commence on Thursday, January
16, 2003, on the New York Stock Exchange under the
symbol "PFS."
The offering was oversubscribed in Priority 2.
As a result, 59,041,666 shares will be issued to
subscribers in Priority 1 (i.e. those depositors
having deposits on March 31, 2001, the Eligibility
Record Date) and 576,634 shares to Priority 2 (the
Bank's Employee Stock Ownership Plan). Subject to
the purchase limitations and aggregation rules and
pursuant to the Plan of Conversion, all orders in
Priority 1 were satisfied. Subscribers in Priority
3 (i.e., those depositors having deposits on September
30, 2002) will not receive stock and will have their
funds returned to them promptly.
Subscribers may obtain information about their
specific stock allocations by contacting The Provident
Bank Conversion Center at 866-332-2002 after 3:00
p.m. on January 15th. To assist subscribers, the
Conversion Center will be open weekdays from 9:00
a.m. to 6:00 p.m.The Provident Bank was founded
in 1839 in Jersey City and is the oldest New Jersey
chartered savings bank. It is a community-oriented
bank, which conducts business from 49 offices located
throughout northern and central New Jersey. At September
30, 2002, the Bank had assets of $3.2 billion, deposits
of $2.6 billion and equity of $319.9 million. The
Federal Deposit Insurance Corporation insures the
deposits of The Provident Bank.
The shares of common stock offered in the conversion
are not savings accounts or deposits and are not
insured by the Federal Deposit Insurance Corporation
or any other Government Agency.
FOR IMMEDIATE RELEASE: January 8, 2003
THE PROVIDENT BANK
ATTAINS DEPOSITOR APPROVAL OF
PLAN OF CONVERSION
Jersey City, New Jersey - At a Special Meeting of
Depositors held on January 7, 2003, the depositors
of The Provident Bank approved the Bank's plan to
convert from a mutual savings bank to a stock savings
bank. Depositors eligible to vote on The Provident
Bank's pending Plan of Conversion were depositors
of record as of November 11, 2002. By voting to
approve the Plan of Conversion, the eligible depositors
also approved the establishment of a charitable
foundation, the sale of all of The Provident Bank's
outstanding common stock to Provident Financial
Services, Inc. and the sale by Provident Financial
Services, Inc. of shares of its common stock. Provident
Financial Services, Inc. will be the holding company
of The Provident Bank.
Depositor approval is an essential step in the
mutual-to-stock conversion process. The Provident
Bank expects to conclude the conversion later this
month.
The Provident Bank was founded in 1839 in Jersey
City and is the oldest New Jersey chartered savings
bank. It is a community-oriented bank, which conducts
business from 49 offices located throughout northern
and central New Jersey. At September 30, 2002, the
Bank had assets of $3.2 billion, deposits of $2.6
billion and equity of $319.9 million. The Federal
Deposit Insurance Corporation insures the deposits
of The Provident Bank.
The shares of common stock to be offered in the
conversion are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance
Corporation or any other Government Agency.
This is neither an offer to sell nor a solicitation
of an offer to buy any securities. The offering
is made only by a prospectus of Provident Financial
Services, Inc.
FOR IMMEDIATE RELEASE: December 23,
2002
The Provident Bank's
Conversion Plan Appealed
JERSEY CITY, NJ --The Provident Bank today announced
that a Notice of Appeal was filed on December 19,
2002 in the Superior Court of New Jersey, Appellate
Division entitled In re the Decision and Order
of the Commissioner, Department of Banking and Insurance,
dated November 8, 2002 Permitting the Provident
Bank to Convert from a Mutual to Stock Savings Bank
naming as respondents the Commissioner, New Jersey
Department of Banking and Insurance and The Provident
Bank. The Notice of Appeal seeks to overturn the
Commissioner's Decision and Order dated November
8, 2002 approving The Provident Bank's Plan of Conversion.
In addition, the appellants in this Notice of Appeal
have filed a request with the Commissioner to stay
her November 8, 2002 Decision and Order and then
require The Provident Bank to amend its Plan of
Conversion to change certain provisions of the purchase
limitations contained in the Plan of Conversion.
The stay request alleges that the provisions contested
by the appellants constitute violations of certain
state laws and a breach of fiduciary duties by the
Board of Managers of The Provident Bank. The appellants
are the same individuals who were denied certain
emergent relief requested on these provisions of
the Plan of Conversion in the United States District
Court for the District of New Jersey on December
17, 2002.
The Provident Bank is confident that the Plan of
Conversion as adopted satisfies all applicable legal
requirements. The Plan of Conversion, including
the purchase limitation provisions being challenged,
has been reviewed by the bank regulatory agencies.
On November 8, 2002 the New Jersey Commissioner
of Banking and Insurance issued a Decision and Order
approving the Bank's Application to Convert. In
particular, the New Jersey Commissioner of Banking
and Insurance determined that the Plan of Conversion
was "fair and equitable to all depositors."
On November 12, 2002, the Federal Deposit Insurance
Corporation issued a statement of its intent to
issue a notice of non-objection to the conversion.
On November 12, 2002, the Federal Reserve Bank of
New York approved the application submitted by Provident
Financial Services, Inc. to become the bank holding
company of The Provident Bank in connection with
the conversion. On December 17, 2002 , the United
States District Court for the District of New Jersey
denied the appellants' request for emergent relief.
The Provident Bank believes that the Notice of
Appeal and the stay request are without merit and
intends to defend its interests in these matters
vigorously.
December 17, 2002
The Provident Bank Prevails at United States
District Court Hearing
The Provident Bank today announced that the United
States District Court for the District of New Jersey
denied all emergent relief requested in a lawsuit
filed against The Provident Bank, the members of
the Board of Managers and Provident Financial Services,
Inc., challenging certain portions of The Provident
Bank's Plan of Conversion. Specifically, the Court
denied a request for a temporary restraining order
and a preliminary injunction. Chairman, Chief Executive
Officer and President Paul M. Pantozzi stated that
the Plan of Conversion remained on schedule to close
in January 2003.
The lawsuit was filed in the United States District
Court for the District of New Jersey against The
Provident Bank, the members of the Board of Managers
and Provident Financial Services, Inc., challenging
the application of certain purchase limitations
contained in the Plan of Conversion, and certain
stock order requirements. The lawsuit alleges that
these provisions constitute violations of certain
federal and state laws and a breach of fiduciary
duties by the Board of Managers. The lawsuit sought
to enjoin the application of these provisions, alter
the schedule for closing of the offering and the
meeting of depositors, and damages. The decision
today denied the request for a temporary restraining
order and a preliminary injunction against the consummation
of the Plan of Conversion.
NEWS RELEASE
All requests for information regarding the Provident
Bank's conversion process should be made via telephone
to the Conversion Center at 866-332-2002. This number
will be available from 10:00 AM until 4:00 PM, Monday
through Friday throughout the subscription offering
period which expires December 16,2002
FOR IMMEDIATE RELEASE: November 13, 2002
THE PROVIDENT BANK
RECEIVES BANK REGULATORY APPROVALS
TO PROCEED WITH CONVERSION TO PUBLIC OWNERSHIP
Jersey City, New Jersey - The Provident Bank has
received approval from the Commissioner of Banking
and Insurance of the State of New Jersey for the
Bank's plan to convert from a mutual savings bank
to a stock savings bank. In addition, The Provident
Bank has received a statement from the Federal Deposit
Insurance Corporation of its intention to issue
a letter of non-objection to the plan of conversion.
The Federal Reserve Board has approved the establishment
of Provident Financial Services, Inc. as the bank
holding company for The Provident Bank.
Provident Financial Services, Inc. will offer
for sale up to 51,842,000 shares of common stock
(subject to increase to up to 59,618,300 shares)
at a price of $10 per share through a Subscription
Offering to depositors, a newly created Employee
Stock Ownership Plan and to members of the general
public. A charitable foundation will be established
by The Provident Bank to support charitable causes
and development activities in its market area. The
foundation will be funded with a contribution in
the form of Provident Financial Services common
stock and cash valued at 6% of the offering up to
a maximum contribution of $24 million.
The stock offering will begin shortly with a mailing
of conversion materials to eligible account holders
and supplemental eligible account holders, and will
continue through December 16, 2002, the subscription
expiration date. Any shares remaining unsold after
completion of the Subscription and Community Offerings
will be sold in a Syndicated Community Offering.
Sandler O'Neill & Partners, L.P. of New York
is managing the Subscription and Community Offerings
as well as any Syndicated Community Offering. Luse
Gorman Pomerenk & Schick, P.C. is the Bank's
conversion counsel.
The Bank's Plan of Conversion is also subject
to the approval of its depositors. A Special Meeting
of Depositors has been scheduled for January 7,
2003, to vote on the Plan of Conversion.
The Provident Bank was founded in 1839 in Jersey
City and is the oldest New Jersey chartered savings
bank. It is a community-oriented bank, which conducts
business from 49 offices located throughout northern
and central New Jersey. At September 30, 2002, the
Bank had assets of $3.2 billion, deposits of $2.6
billion and equity of $319.9 million. The Federal
Deposit Insurance Corporation insures the deposits
of The Provident Bank.
The shares of common stock offered in the Conversion
are not savings accounts or deposits and are not
insured by the Federal Deposit Insurance Corporation
or any other Government Agency.
This is neither an offer to sell nor a solicitation
of an offer to buy any securities. The offeringis
made only by a prospectus of Provident Financial
Services, Inc.
FOR IMMEDIATE RELEASE: April 30th, 2002
THE PROVIDENT BANK TO CONVERT TO STOCK OWNERSHIP
(Jersey City, NJ) The Provident Bank (the "Provident"
or the "Bank") announced today that its Board of
Managers has approved a plan to convert the bank
to a New Jersey chartered capital stock savings
bank.
Under the plan of conversion, Provident will become
a wholly owned subsidiary of a newly formed stock
holding company. It is anticipated that subscription
rights to purchase common stock of the holding company
will be offered first to eligible depositors of
the Bank, and then to an employee stock ownership
plan, and then to directors, officers and employees
of the Bank. Eligible depositors of Provident on
March 31, 2001 will be given priority subscription
rights under the plan of conversion in accordance
with applicable regulations. If any shares are available,
an opportunity to purchase shares may be offered
to the public in a community offering.
According to Paul M. Pantozzi, Provident's Chairman,
Chief Executive Officer & President, "The conversion
to stock ownership will provide Provident greater
flexibility to structure and finance the expansion
of our franchise and the scope of the services we
provide to our customers. We are excited about the
opportunities that this transaction will make available
to Provident, its customers and employees.
"Provident will continue to be an independent bank,
providing high quality financial products and services
to its customers in the New Jersey market," Pantozzi
said. "This transaction will provide Provident greater
resources to deliver on our brand promise-'Hassle-Free
Banking for Busy People'."
Pantozzi said, "The proposed conversion of Provident
to a stock form of ownership will not disrupt Provident's
normal business operations or inconvenience depositors
and borrowers."
The plan of conversion is subject to depositor and
regulatory approvals. The Bank anticipates that
the conversion transaction will be completed in
the fourth quarter of 2002.
The total size of the stock offering and the price
of the shares will be determined by an independent
appraisal firm and must be approved by the Federal
Deposit Insurance Corporation. The offering of shares
of stock pursuant to the plan of conversion will
be made only by means of a prospectus and in accordance
with applicable securities laws. This press release
shall not constitute an offer to sell or the solicitation
of an offer to buy any securities.
Sandler O'Neill and Partners, L.P. of New York City
will manage the subscription and community offerings.
The law firm of Luse Lehman Gorman Pomerenk &
Schick, P.C. of Washington, D.C. will act as special
counsel to the Bank.
The Provident Bank, founded in 1839, is New Jersey's
oldest bank. It has 48 branches in northern and
central New Jersey. At December 31, 2001, Provident
had total assets of $2.869 billion. The Provident,
a member of the FDIC, is an equal opportunity lender
and an equal housing lender.
NOTICE OF ADOPTION OF PLAN OF CONVERSION
THE PROVIDENT BANK,
JERSEY CITY, NEW JERSEY
Notice is hereby given that on April 26, 2002, the
Board of Managers of The Provident Bank (the "Bank"),
a mutual savings bank, unanimously adopted a Plan
of Conversion to convert from a New Jersey chartered
mutual savings bank to a New Jersey chartered stock
savings bank. The proposed Plan of Conversion is
subject to approval by the New Jersey Commissioner
of Banking and Insurance and by at least a majority
of the votes eligible to be cast either in person
or by proxy by depositors of the Bank at a special
meeting at which the Plan of Conversion will be
presented. In addition, the Federal Deposit Insurance
Corporation must also issue its non-objection to
the conversion of the Bank from mutual to stock
form. An eligibility record date of March 31, 2001
has been established for determining the eligible
account holders entitled to receive nontransferable
subscription rights to subscribe for the conversion
stock. Copies of the Plan of Conversion are available
for inspection upon request by the Bank's depositors
at its main office in Jersey City, New Jersey, and
at each branch office.
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