SC 13G 1 schedule13g_013004.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ____)* Provident Financial Services, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share ----------------------------------------- (Title of Class of Securities) 74386T 10 5 ------------------ (CUSIP Number) December 31, 2003 ------------------ (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |x| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages CUSIP NO. 74386T 10 5 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Provident Bank Employee Stock Ownership Plan Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF 5 SOLE VOTING POWER SHARES 4,620,653 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 148,811 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 4,769,464 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,769,464 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% of 60,792,600 shares of Common Stock outstanding as of December 31, 2003. 12 TYPE IN REPORTING PERSON* EP CUSIP NO. 74386T 10 5 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: Provident Financial Services, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 830 Bergen Avenue Jersey City, New Jersey 07306-4599 Item 2(a). Name of Person Filing: The Provident Bank Employee Stock Ownership Plan Trust Trustee: GreatBanc Trust Company Item 2(b). Address of Principal Business Office: 45 Rockefeller Plaza, Suite 2055 New York, New York 10111-2000 Item 2(c). Citizenship or Place of Organization: New Jersey Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 74386T 10 5 Item 3. If this Statement is Filed Pursuant To Rule 13d-1(b) or 13d-2(b), or (c), Check Whether the Person Filing is a: (f) |x| This person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974; see 13d-1(b)(1)(ii)(F). Item 4. Ownership: Based on information available to the Employee Benefit Plan as of December 31, 2003, the reporting person beneficially owned 4,769,464 shares of the Issuer. This number of shares represents 7.8% of the common stock, par value $.01 per share, of the Issuer, based upon 60,792,600 shares of such common stock outstanding as of December 31, 2003. As of December 31, 2003, the reporting person has sole power to vote or to direct the vote of 4,620,653 shares and the shared power to vote or direct the vote of 148,811 shares. The reporting person has sole power to dispose or to direct the disposition of 4,769,464 shares of common stock. CUSIP NO. 74386T 10 5 13G Page 4 of 5 Pages Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of the Group: The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974. Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 74386T 10 5 13G Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 29, 2004 THE PROVIDENT BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST By: GREATBANC TRUST COMPANY, TRUSTEE By: /s/ Stephen J. Hartman, Jr. Stephen J. Hartman, Jr. Senior Vice President