-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OqhImjlQhMOQewoRzZZS0yaDob3ZxUpx0iud2G64x+ycHmRk4uYGT9ezLcgcoyQc tpLRprY6xoCmddPOXWQMJg== 0000101320-94-000013.txt : 19941116 0000101320-94-000013.hdr.sgml : 19941116 ACCESSION NUMBER: 0000101320-94-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UJB FINANCIAL CORP /NJ/ CENTRAL INDEX KEY: 0000101320 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 221903313 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06451 FILM NUMBER: 94560026 BUSINESS ADDRESS: STREET 1: 301 CARNEGIE CENTER STREET 2: P O BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 BUSINESS PHONE: 6099873200 FORMER COMPANY: FORMER CONFORMED NAME: UNITED JERSEY BANKS DATE OF NAME CHANGE: 19890815 10-Q 1 FORM 10-Q 9/30/94 1FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 --------------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------- --------------- Commission File Number: 1-6451 ------------------------------------------ UJB Financial Corp. - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-1903313 - ------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066 - -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (609) 987-3200 - --------------------------------------------------------------------- (Registrant's telephone number, including area code) - --------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report). 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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No As of October 31, 1994 there were 54,950,816 shares of common stock, $1.20 par value, outstanding. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. In accordance with Instruction D., included herein as Exhibit (28)A is UJB Financial Corp. consolidated balance sheets as of September 30, 1994, December 31, 1993 and September 30, 1993; as Exhibit (28)B is UJB Financial Corp. consolidated statements of income for the nine months and three months ended September 30, 1994 and 1993; and as Exhibit (28)C is UJB Financial Corp. consolidated statements of cash flows for the nine months ended September 30, 1994 and 1993. Also included herein as Exhibit (28)D is UJB Financial Corp. consolidated statements of shareholders' equity as of September 30, 1994 and 1993; as Exhibit (28)E is UJB Financial Corp. consolidated average balance sheets with resultant interest and rates for the nine months ended September 30, 1994 and 1993; and as Exhibit (28)F is UJB Financial Corp. consolidated reconciliation of allowance for loan losses. The consolidated financial statements included herein as Exhibits include the accounts of UJB Financial Corp. and all of its subsidiaries (the Company). Significant intercompany transactions have been eliminated in consolidation. Prior period information has been restated to reflect the July 1, 1994 acquisition of VSB Bancorp, Inc. (VSB) into UJB Financial Corp. This transaction was accounted for on the pooling-of-interest method. VSB's 1993 fiscal year ended on September 30, 1993 and was combined pursuant to Article 3A of Regulation S-X . The impact of the change from the September 30 fiscal year end to a calendar year end was recorded as an adjustment to shareholders' equity. The consolidated financial statements have been prepared on an accrual basis. For additional information and disclosures required under generally accepted accounting principles, reference is made to the registrant's 1993 Annual Report on Form 10-K. The accompanying financial statements reflect in the opinion of management, all normal, recurring adjustments necessary to present fairly the financial position of the Company and subsidiaries, and the results of their operations and changes in their cash flows. The financial statements presented, in all material respects, comply with the current reporting requirements of supervisory authorities. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Financial Condition Total assets at September 30, 1994 were $15.5 billion, an increase of $1.7 billion or 12.5 percent from year-end 1993. Compared to September 30, 1993, total assets increased $1.6 -1- billion or 11.1 percent. Included in these increases was the impact of the recently announced purchase acquisition of Palisade Savings Bank, FSB (Palisade). On September 16, 1994, the acquisition of Palisade was completed. This transaction was accounted for under the purchase method. At September 30, 1994 Palisade had total assets of $324.2 million, loans of $164.8 million and deposits of $266.7 million. Results of operations are included from the acquisition date but were considered immaterial. At September 30, 1994, investment securities available for sale, reported at fair value, amounted to $317.5 million. These securities decreased $844.6 million or 72.7 percent from year-end 1993, and comprised $146.5 million of U.S. Government and agency collateralized mortgage obligations (CMOs), $169.1 million of other securities and $1.9 million of municipal securities. During the second quarter, $707.8 million was transferred from available-for-sale category to held-to-maturing category as a result of a review of appropriate classification and assessment of ongoing investment and liquidity needs. During the nine months of 1994, $3.4 million of investment securities available for sale were sold and total maturities amounted to $256.6 million. As a result of the acquisition of Palisade, $121.6 million of securities were added to the portfolio. Unrealized gains and losses on investment securities available for sale were recorded net of taxes as a separate component of shareholders' equity. As of September 30, 1994, the unrealized loss recorded in equity amounted to $5.2 million. Investment securities at September 30, 1994 increased $1.5 billion or 54.1 percent from year-end 1993 which was impacted by the reinvestment of 1993 sales and accelerated CMO payments. The increase in the investment portfolio was the result of $1.6 billion in early 1994 purchases, principally in CMOs, and the second quarter transfer of $707.8 million of investment securities available for sale to investment securities. This increase was offset, in part, by maturities of $837.6 million during the nine months of 1994. Compared to September 30, 1993 the investment portfolio increased $1.0 billion or 32.1 percent. Total loans increased $855.9 million or 9.8 percent from December 31, 1993 to $9.6 billion at September 30, 1994. Compared to September 30, 1993, total loans increased $753.7 million or 8.5 percent. From December 31, 1993, commercial loans increased $397.8 million or 9.4 percent to $4.6 billion at September 30, 1994. Commercial loans increased $267.9 million or 6.1 percent compared to September 30, 1993. Mortgage loans increased $267.0 million or 10.7 percent from December 31, 1993 to $2.8 billion at September 30, 1994. Compared to September 30, 1993, mortgage loans increased $310.2 million or 12.7 percent. The Palisade acquisition represented $157.5 million of these mortgage loan increases. Instalment loans increased $191.1 million or 9.5 percent from December 31, 1993 to $2.2 billion. Compared to September 30, 1993 instalment loans increased $175.6 million or 8.7 percent. The increase due to the Palisade acquisition was $7.3 million. -2- At the end of the third quarter of 1994, non-performing loans were $213.9 million or 2.23 percent of total loans. This compares to $254.3 million or 2.91 percent at year-end 1993, and $275.8 million or 3.12 percent at the end of the third quarter of 1993. At September 30, 1994, non-performing loans decreased by $40.4 million compared with year-end 1993 and were down $61.8 million from September 30, 1993. The following table summarizes the trends in the components of non-performing loans (in thousands):
Sept 30, Dec 31, Sept 30, ----------- ---------- ---------- 1994 1993 1993 ----------- ---------- --------- Commercial and industrial $ 44,100 $ 57,433 $ 57,913 Real estate: Construction and development 66,646 88,748 99,968 Real estate related 103,170 108,092 117,873 --------- -------- -------- Total real estate 169,816 196,840 217,841 --------- -------- -------- Total $213,916 $254,273 $275,754 ========= ======== ========
At September 30, 1994, other real estate owned was $66.7 million, net of a $30.7 million allowance. Since December 31, 1993, other real estate owned decreased $8.1 million. Compared to September 30, 1993 these net balances decreased $30.1 million. The allowance for loan losses at September 30, 1994 was $237.7 million or 2.48 percent of loans, compared to $244.2 million or 2.79 percent of loans at December 31, 1993 and $248.9 million or 2.81 percent of loans at September 30, 1993. For the three months ended September 30, 1994, net charge offs were $21.2 million or .91 percent of average loans compared to $26.0 million or 1.16 percent during the comparable period in 1993. For the nine months ended September 30, 1994, net charge offs were $63.7 million or .95 percent of average loans compared to $102.7 million or 1.55 percent during the comparable period in 1993. At September 30, 1994 total deposits were $12.2 billion, an increase of $415.8 million or 3.5 percent from December 31, 1993 and increased $467.7 million or 4.0 percent from a year ago. The Palisade acquisition accounted for $266.7 million of these increases. Retail savings and time deposits increased $25.8 million or .3 percent from year end to $8.7 billion but decreased $11.2 million or .1 percent from September 30, 1993. Commercial certificates of deposit $100,000 and over were $354.1 million, an increase of $127.5 million or 56.3 percent compared to December 31, 1993 and increased $135.7 million or 62.2 percent compared to September 30, 1993. Demand deposits increased $262.5 million or 9.4 percent from year-end 1993 to $3.1 billion and increased $343.2 million or 12.6 percent from September 30, 1993. -3- Other borrowed funds increased $1.2 billion or 205.7 percent from December 31, 1993 to $1.8 billion. Compared to September 30, 1993, other borrowed funds increased $1.0 billion. Other borrowed funds increased principally to fund the growth in the investment and loan portfolios since year-end 1993. At September 30, 1994, long-term debt was $206.3 million, a decrease of $2.4 million or 1.2 percent from year-end 1993. Compared to September 30, 1993, long-term debt decreased $6.7 million or 3.1 percent primarily due to principal payments. Total shareholders' equity increased $65.7 million or 6.4 percent from December 31, 1993 to $1.1 billion. Included in shareholders' equity is a $5.2 million net unrealized loss (net of tax) on investment securities available for sale. The leverage ratio of the company was 7.04 percent compared to 7.20 percent at December 31, 1993. At September 30, 1993, the leverage ratio was 7.02 percent. Under the risk-based capital guidelines, the Company's Tier I capital was 9.05 percent and total capital was 11.87 percent at September 30, 1994, compared with 9.64 percent and 12.67 percent, respectively, at December 31, 1993. The decline in these ratios since year-end 1993 is attributable to the $1.7 billion increase in assets and the impact of the purchase acquisition. At September 30, 1993, the Tier I capital ratio was 9.41 percent and total capital was 12.44 percent. The current minimum regulatory guidelines for Tier I and total capital ratios are 4.0 percent and 8.0 percent, respectively. Results of Operations For the third quarter of 1994, net income was $38.6 million or $.70 per share compared with net income of $13.0 million or $.23 per share earned during the third quarter of 1993. Net income for the nine months ended September 30, 1994 was $95.8 million compared with $57.8 million for the first nine months of 1993. On a per share basis, net income for the nine months ended September 30, 1994 was $1.73 compared to $1.05 for the same period in 1993. Included in the results for the nine months and three months ended September 30, 1993 was a restructuring charge of $21.5 million, $12.7 million after tax, or $.24 per share. The results for the first nine months of 1994 were impacted by the adoption of SFAS 112, "Employers' Accounting for Postemployment Benefits", which had the effect of reducing net income by $1.7 million or $.03 per share. The 1993 nine month results were impacted by the adoption of SFAS 109, "Accounting for Income Taxes". The adoption of SFAS 109 had a favorable effect on 1993's net income of $3.8 million or $.07 per share. Interest income on a tax-equivalent basis was $252.2 million for the quarter ended September 30, 1994, an increase of $20.4 million or 8.8 percent compared to the same period in 1993. On a year-to-date basis, interest income on a tax equivalent basis was $711.7 million, an increase of $10.5 million or 1.5 percent compared to the prior year period. The increase in interest income was primarily due to volume increases in investment securities and loans. Interest earning assets averaged $13.5 -4- billion during the first nine months of 1994, an increase of $606.5 million or 4.7 percent over the same period of 1993. Interest expense increased $7.9 million or 9.8 percent for the quarter ended September 30,1994, reflecting the recent rise in interest rates. However, interest expense for the nine months ended September 30, 1994 decreased $12.0 million or 4.7 percent compared to the same period in 1993. The benefit of lower rates during the first nine months of 1994 compared to 1993 and the impact on the cost of retail time deposits were the primary factors in the decline in interest expense. The costs of these deposits decreased $37.5 million or 17.7 percent. Offsetting this decline was an increase in interest expense on borrowed funds and commercial certificates of deposit over $100,000 which rose $22.9 million and $2.6 million, respectively, over the 1993 nine-month period. These increases were principally due to volume increases. Total borrowed funds, including commercial paper and long-term debt, increased $534.6 million and commercial certificates of deposit over $100,000 increased $43.9 million, on average, compared to the prior year period. Demand deposits averaged $2.9 billion during the nine months ended September 30, 1994, an increase of $357.7 million or 14.3 percent over the comparable period in 1993. Net interest income on a tax-equivalent basis was $162.9 million for the quarter ended September 30, 1994, an increase of $12.4 million or 8.3 percent compared to the same period in 1993. For the first nine months of 1994, net interest income on a tax-equivalent basis was $466.8 million compared with $444.3 million for the nine months ended September 30, 1993, an increase of $22.5 million or 5.1 percent. The net interest spread percentage on a tax-equivalent basis (the difference between the rate earned on average interest earning assets and the rate paid on average interest bearing liabilities) was 3.97 percent for the nine months ended September 30,1994 compared to 3.99 for the prior year period. Net interest margin (net interest income on a tax-equivalent basis as a percentage of average interest earning assets) was 4.63 percent during the nine months of 1994 compared with 4.62 percent during the same period in 1993. The provision for loan losses for the quarter ended September 30, 1994 was reduced 22.9 percent to $18.5 million compared to $24.0 million for the same period a year earlier. On a year-to-date basis, the provision was $55.5 million, a decline of $18.7 million or 25.2 percent, compared with the first nine months of 1993. Non-interest income including security transactions, when compared to prior year, was slightly higher for the third quarter but slightly lower for the nine month period. Categories showing positive growth for the quarter and year-to-date included service charges on deposits and service and loan fee income. This was offset by lower other income. Additionally, there was a decrease in investment securities gains (losses) which impacted the nine month comparison. For the first nine months of 1994, net gains were $1.8 million, -5- compared with net gains of $6.8 million in 1993. These gains were recognized as securities were sold out of the available for sale portfolio. For the third quarter of 1994, service charges on deposits were $16.1 million, an increase of $1.3 million or 8.7 percent over the prior year period. Service charges on deposits increased $4.0 million or 8.9 percent during the nine month period ended September 30, 1994 compared to the corresponding period in 1993. The increase for the quarter and year-to-date in service charges was primarily due to price increases implemented after September 30, 1993. Service and loan fee income for the third quarter increased $2.2 million or 24.5 percent compared with the quarter ended September 30, 1993 and $5.4 million or 21.5 percent compared to the nine months ended September 30, 1993. These increases were primarily due to higher merchant credit card and commercial loan fees. During the third quarter of 1994, other income decreased $3.1 million or 20.7 percent from the third quarter in 1993. On a year-to-date basis, other income declined $4.7 million or 11.9 percent compared to the nine months ended September 30, 1993. These declines were attributable to lower secondary market mortgage fees and brokerage fees recorded during the three months and nine months ended September 30, 1994 compared to the 1993 periods. Non-interest expenses for the third quarter of 1994 totaled $125.9 million, down $26.5 million, or 17.4 percent compared to the third quarter of 1993 and for the nine months ended September 30, 1994 were $378.5 million, down $42.2 million or 10.0 percent from the year ago period. Included in non-interest expenses for the third quarter of 1993 and the nine months ended September 30, 1993 was a restructuring charge of $21.5 million . Excluding the restructuring charge non-interest expenses for the quarter and nine months ended September 30, 1994 decreased 3.8 percent and 5.2 percent, respectively. Salaries expense decreased $.9 million or 2.0 percent during the third quarter of 1994 compared to the third quarter of 1993 and declined $2.9 million or 2.1 percent during the first nine months of 1994 compared to the corresponding period of 1993. Pension and other employee benefits for the third quarter were $14.3 million, down $.8 million or 5.0 percent compared with the third quarter of 1993. These expenses were $41.7 million for the nine months ended September 30, 1994, down $2.5 million or 5.7 percent compared to the corresponding period in 1993. The decrease in salaries and benefit expense is primarily attributable to the staff savings realized from the restructuring program. Occupancy expense for the third quarter of 1994 increased $.4 million or 3.4 percent compared to the prior year period. This expense was $38.5 million for the nine months ended September 30, 1994 and rose $1.8 million or 4.9 percent compared to the corresponding period in 1993. The year-to-date increase was principally due to higher snow removal costs as a result of severe weather conditions during the first quarter of 1994. Furniture and equipment expense rose $.7 million or 5.7 percent -6- for the quarter, and rose $2.5 million or 7.4 percent during the first nine months of 1994. The increase over the prior year period resulted from increased equipment rentals and maintenance expenses related to the installation of new on-line equipment to support branch automation. The FDIC insurance assessment increased $1.4 million or 25.2 percent during the third quarter of 1994 compared to the third quarter of 1993 but was down $1.1 million or 5.2 percent during the first nine months of 1994 compared to the corresponding period in 1993. The increase during the quarter was mainly due to a $1.6 million rebate received in July 1993 resulting from reduced assessment rates under the risk-based assessment system implemented in accordance with the Federal Deposit Insurance Corporation Improvement Act of 1991. Other real estate expenses were $4.9 million for the third quarter of 1994, a decrease of $3.7 million or 42.9 percent from the third quarter of 1993. On a year -to-date basis, other real estate expenses were $14.5 million, a decrease of $17.6 million or 54.8 percent, compared to the nine months ended September 30, 1993. Included in these amounts is a provision for losses on other real estate and expenses related to holding and operating foreclosed property. A provision of $3.1 million for the third quarter and $8.9 million for the first nine months of 1994 was added to the allowance for other real estate. This compares to a provision of $6.8 million for the third quarter of 1993 and $25.8 million for the first nine months of 1993. Expenses for operating and maintaining other real estate amounted to $1.8 million for the third quarter and $5.5 million for the nine months ended September 30, 1994 compared with $1.8 million and $6.3 million for the first nine months of 1993. Liquidity Liquidity is the ability to meet the borrowing needs and deposit withdrawal requirements of customers and to support asset growth. Principal sources of liquidity are deposit generation, access to purchased funds, maturities and repayments of loans and investment securities, and interest and fee income. The consolidated statements of cash flows present the change in cash and cash equivalents from operating, investing and financing activities. During the nine months of 1994, net cash provided by operating activities totaled $209.1 million. This amount was primarily attributable to results of operations adjusted for the provision for loan losses and other real estate owned, and proceeds from the sales of mortgages held for sale. Net cash used in investing activities totaled $1.6 billion and was the result of investment and loan activity. Net cash provided by financing activities totaled $1.6 billion, reflecting the increases in short-term borrowings. During the first nine months of 1994, proceeds of $1.1 billion from maturities in the investment portfolio, including investment securities available for sale, contributed to liquidity. Borrowed funds, which includes Federal funds and -7- repurchase agreements and commercial paper increased $1.2 billion since December 31, 1993 and provided another source of liquidity. Offsetting these sources were purchases of $1.6 billion of investment securities and an increase of $855.9 million in loans since year-end 1993. Demand deposits increased $262.5 million to $3.1 billion from year-end 1993 and savings and time deposits increased $25.8 million from December 31, 1993 which provided additional liquidity. Additional liquidity is generated from maturities and principal repayments in the investments portfolio. Scheduled maturities and anticipated principal repayments of the investment portfolio will approximate $140 million throughout the balance of 1994. In addition, all or part of the investment securities available for sale of $317.5 million could be sold to provide liquidity. These sources can be used to meet the funding needs during periods of loan growth. Liquidity is also available through the recent affiliation with the Federal Home Loan Bank of New York , additional lines of credit and the ability to incur additional debt. At September 30, 1994, there were $40.0 million of short-term lines of credit available for general corporate purposes, with no outstandings. -8- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In re UJB Financial Corp. Shareholder Litigation. - ------------------------------------------------- Reported on Form 10-K for the period ended December 31, 1993 and on Form 10-Q for the period ended March 31, 1994. Following pre-trial discovery, the parties agreed in principle to settle the action for $3.65 million, subject, among other things, to execution of documentation acceptable to the parties and approval by the court. A portion of this settlement is expected to be recovered through insurance carried by the Company and the remaining balance has been fully reserved. Therefore, the effect of this settlement will have no significant impact on the financial operating results of the Company. Poseidon Pools, Inc. Suits - -------------------------- Reported on Form 10-K for the period ended December 31, 1993 and on Form 10-Q for the period ended June 30, 1994. The plaintiffs in Richard Fleck and Diane Fleck v. Atreo Manufacturing Co., Inc. et al. filed a Praecipe for Discontinuance in the Court of Common Pleas in Pennsylvania on April 30, 1994. The filing of this document concluded this matter. All of the Poseidon Pools, Inc. lawsuits are now concluded. McAdoo CERCLA Matter - -------------------- Reported on Form 10-K for the period ended December 31, 1993 and on Form 10-Q for the periods ended March 31, 1994 and June 30, 1994. A case management conference was held on August 4, 1994 and settlement negotiations between the parties are proceeding with the assistance of the Court. In re Payroll Express Corporation of New York and Payroll - --------------------------------------------------------- Express Corporation, United States Bankruptcy Court for the - -------------------- Southern District of New York, Case Nos. 92-B-43149 (CB) and 92-B-43150 (CB), filed June 5, 1992. Reported on Form 10-K for the period ended December 31, 1993 and on Form 10-Q for the period ended June 30, 1994. Judge Bassler previously entered an order staying the Frederick Goldman and the Beth Israel customer actions pending in the District of New Jersey until the United States District Court for the Southern District of New York decided another UJB motion (described below) to withdraw the reference of an adversary proceeding from the bankruptcy court to the District Court for the Southern District of New York. The actions were stayed so that if the -9- motion was granted, UJB would be given the opportunity to move for a transfer and consolidation of the Frederick Goldman and the Beth Israel actions with the action in the Southern District of New York. The motion to withdraw the reference was granted, and the parties in the Frederick Goldman and the Beth Israel actions have submitted to Judge Bassler a proposed consent order transferring the matters to the Southern District of New York. The order should be entered shortly. UJB's motion to withdraw the reference of the Trustee's preference complaint captioned John S. Pereira, as Chapter 11 Trustee of the Estate of Payroll Express Corporation et al. v. United Jersey Bank (the "Preference Complaint") from the bankruptcy court to the United States District Court for the Southern District of New York was granted on October 12, 1994. No other activity is pending in this case. UJB filed an Answer denying the material allegations of the Trustee's second adversary complaint (the "Fraudulent Conveyance Complaint"). A discovery schedule has been established by the Court in the Fraudulent Conveyance action and a pretrial conference is scheduled for November 17, 1994. -10- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. - ------------------------------------------ (a) Exhibits (3)B.(i) By-Laws of UJB Financial Corp., as amended through October 19, 1994. (ii) Amendment, dated October 19, 1994, to the By-Laws of UJB Financial Corp. (11) UJB Financial Corp. computation of net income per common share for the nine months and for the three months ended September 30, 1994 and 1993. (27) UJB Financial Corp. Financial Data Schedule - September 30, 1994. (28)A UJB Financial Corp. consolidated balance sheets as of September 30, 1994, December 31, 1993 and September 30, 1993. (28)B UJB Financial Corp. consolidated statements of income for the nine months and three months ended September 30,1994 and 1993. (28)C UJB Financial Corp. consolidated statements of cash flows for the nine months ended September 30, 1994 and 1993. (28)D UJB Financial Corp. consolidated statements of shareholders' equity as of September 30, 1994 and 1993. (28)E UJB Financial Corp. consolidated average balance sheets with resultant interest and rates for the nine months ended September 30, 1994 and 1993. (28)F UJB Financial Corp. consolidated reconciliation of allowance for loan losses for the nine months ended September 30, 1994 and 1993. -11- (b) Reports on Form 8-K In a current report on Form 8-K, dated July 31, 1994, the Company under Item 5- Other Events voluntarily reported on a pro forma combined basis (of UJB and VSB) the results of operations for three months ended March 31, 1994 and June 30, 1994 , six months ended June 30, 1994 and the required 30 days of post-merger combined operations as required by SEC Accounting Series Release 135 for the month ended July 31, 1994. -12- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UJB FINANCIAL CORP. ------------------- Registrant DATE: November 14, 1994 BY: s/WILLIAM J. HEALY ------------------ William J. Healy Executive Vice President and Comptroller (Chief Accounting Officer) -13- EXHIBIT INDEX Exhibit No. (3)B.(i) By-Laws of UJB Financial Corp. as amended through October 19, 1994. (ii) Amendment, dated October 19, 1994 to the By-Laws of UJB Financial Corp. (11) UJB Financial Corp. computation of net income per common share for the nine months and for the three months ended September 30, 1994 and 1993. (27) UJB Financial Corp. Financial Data Schedule - September 30, 1994. (28)A UJB Financial Corp. consolidated balance sheets as of September 30, 1994, December 31, 1993 and September 30, 1993. (28)B UJB Financial Corp. consolidated statements of income for the nine months and three months ended September 30, 1994 and 1993. (28)C UJB Financial Corp. consolidated statements of cash flows for the nine months ended September 30, 1994 and 1993. (28)D UJB Financial Corp. consolidated statements of shareholders' equity as of September 30, 1994 and 1993. (28)E UJB Financial Corp. consolidated average balance sheets with resultant interest and rates for the nine months ended September 30, 1994 and 1993. (28)F UJB Financial Corp. consolidated reconciliation of allowance for loan losses for the nine months ended September 30, 1994 and 1993. EX-3 2 EXHIBIT (3)B.I EXHIBIT (3)B.(i) As Amended through 10/19/94 BY-LAWS of UJB FINANCIAL CORP. ARTICLE I. OFFICES. Section 1. Registered Office. The registered office of UJB Financial Corp. (the "Corporation") shall be at 301 Carnegie Center, Princeton, New Jersey. ARTICLE II. MEETING OF STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held in each calendar year. Unless the Board of Directors fixes another date or time, which the Board is hereby authorized to do, the annual meeting shall be held at 3:00 P.M. on the third Tuesday in April of each year, if not a legal holiday, and if a legal holiday, the next business day not a legal holiday. Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman, the President or the Board of Directors and shall be called by the Secretary upon the written request, stating the purpose or purposes of any such meeting, of stockholders entitled to cast at least one-third of the votes which all stockholders are entitled to cast at the meeting. Unless limited by law, the Certificate of Incorporation, the By-Laws, or by the terms of the notice thereof, any and all business properly before the meeting pursuant to Section 4 hereof may be transacted at any special meeting of stockholders. Section 3. Place of Meetings. Each meeting of stockholders shall be held at such place either within or outside the State of New Jersey as may be designated by the Board of Directors. Section 4. Notice of Meetings. Except as otherwise provided or permitted by law, the Certificate of Incorporation, or the By-Laws, notice of each meeting of stockholders shall be given to each stockholder of record entitled to vote either by delivering such notice to the stockholder personally or by mailing the same to the stockholder. If mailed, the notice shall be directed to the stockholder in a postage-prepaid envelope at the stockholder's address as it appears on the records of the Corporation. Notice of each meeting shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, and shall be given or mailed not less than ten nor more than sixty days before the date of the meeting. No notice of the time and place of an adjourned annual or special meeting of stockholders need be given other than by announcement at the meeting at which such adjournment is taken, unless a new record date is fixed by the Board. -1- At any meeting of stockholders only such business shall be conducted as shall have been properly brought before the meeting. No matter (other than a procedural matter incident to the conduct of the meeting) shall have been properly brought before a meeting, unless such matter shall have been identified in the notice of the meeting given by or at the direction of the Board of Directors or in written notice given by or at the direction of the Board of Directors to the stockholders in accordance with the foregoing provisions of this Section at least 10 days before the date of the meeting (or any adjournment thereof) and, in the case of any matter proposed by any stockholder, written notice thereof shall have been received by the Secretary of the Corporation not less than 60 days [70 days effective for any stockholders meeting after April 30, 1993] and not more than 90 days before the date of the meeting; provided, however, that, if less than 70 days' [80 days effective for any stockholders meeting after April 30, 1993] notice or prior public disclosure of the date of the meeting has been given to stockholders, such notice, to be timely, must have been received by the Secretary of the Corporation not later than the close of business on the tenth day following the day on which notice of the meeting or such public disclosure was made, whichever first occurs. Any such notice by a stockholder to the Secretary of the Corporation should be accompanied by (a) the name and address of the stockholder who intends to present the matter for a vote, (b) a representation that such stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting, (c) a description of all agreements, arrangements or understandings between such stockholder and any other stockholder relating to the matter to be voted on and any financial or contractual interest of such stockholder in the outcome of such vote and (d) such other information regarding the matter to be voted on and the stockholder intending to present the matter for a vote as would be required to be included in a proxy statement soliciting the vote of stockholders in respect of such matter pursuant to the proxy rules of the Securities and Exchange Commission. Any stockholder proposal which complies with Rule 14a-8 (or any successor rule) (including the greater advance notice required by such rule) under the Securities Exchange Act of 1934, as amended, and is included in a proxy statement for a meeting of stockholders sent by or on behalf of the Corporation shall be deemed to comply with the requirements of this Section. The chairman of the meeting may refuse to permit any matter as to which such notice to the Secretary of the Corporation was required to be given and was not given to be voted on at the meeting. Section 5. Conduct of Meeting. At each meeting of stockholders, unless otherwise determined by the Board of Directors, the Chairman, or if the Chairman is not present, the Vice Chairman, or if a Vice Chairman is not present the President, or if none of the foregoing is present the Chairman of the Executive Committee, or in the absence of all of the afore- mentioned, a chairman chosen by the vote of the stockholders present in person or represented by proxy at the meeting and entitled to cast a majority of the votes which might be cast at such meeting for the election of directors or, if in the case of a special meeting at which directors are not to be elected, the matter to be voted on at the meeting on which the greatest number of stockholders are entitled to vote, shall act as chairman. The Secretary, or in the Secretary's absence an Assistant Secretary, or in the absence of the Secretary and all Assistant Secre- taries, a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof. -2- The Board of Directors of the Corporation shall be entitled to make such rules, regulations and procedures for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules, regulations and procedures for maintaining order at the meeting and the safety of those present, limitations on entry to and participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless, and except to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. Section 6. Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the shares of stock entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders. Section 7. Vote of Stockholders. Except as otherwise required by law or the Certificate of Incorporation, all action by stockholders shall be taken at a stockholders' meeting unless the Board of Directors shall determine that such action shall be taken by written consent of stockholders. Except as otherwise required by law or by the Certificate of Incorporation, directors to be elected at a meeting of stockholders shall be elected by plurality of the votes cast at such meeting by the holders of shares entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the stockholders at a meeting thereof, it shall be authorized by a majority of the votes cast at such meeting by the holders of stock entitled to vote thereon. ARTICLE III. BOARD OF DIRECTORS Section 1. Number. The number of directors constituting the Board of Directors of the Corporation shall be such number as is fixed from time to time in accordance with Articles 5 and 8 of the Restated Certificate of Incorporation of the Corporation by resolution adopted by the Board of Directors or by the stockholders, but in no event shall be less than five nor more than forty. Each director elected by the stockholders shall hold office until the next annual meeting of stockholders at which directors of the class to which such director was apportioned are to be elected and until that director's successor shall have been elected and qualified, unless such director resigns, becomes disqualified, or is removed. -3- Section 2. General Powers. The business, properties and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which, without limiting the generality of the foregoing, shall have power to appoint the officers of the Corporation, to appoint and direct agents, and to grant general or limited authority to officer, employees and agents of the Corporation to make, execute and deliver contracts and other instruments and documents in the name and on behalf of the Corporation and over its seal, without specific authority in each case. In addition, the Board of Directors may exercise all the powers of the Corporation and do all lawful acts and things which are not reserved to the stockholders by law or the Certificate of Incorporation. Section 3. Place of Meetings. Meetings of the Board of Directors shall be held at the principal office of the Corporation, or at such other place within or without the State of New Jersey as may, from time to time, be fixed by resolution of the Board of Directors, or in the absence of such resolution, as may be fixed by the Chairman or President. Section 4. Organization Meeting. A newly elected Board of Directors shall meet and organize, as soon as practicable, after each annual meeting of stockholders, at the place of such annual meeting, without notice of such meeting, provided a majority of the whole Board of Directors is present. If such a majority is not present, such organization meeting may be held at any other time or place which may be specified in a notice given as provided in Section 6 of this Article III for special meetings of the Board of Directors. Section 5. Regular Meetings. The Board of Directors shall meet without notice at lease five times each calendar year at such times and places as shall have been previously fixed by resolution of the Board of Directors. Section 6. Special Meetings: Notice. Special meetings of the Board of Directors shall be called by the Secretary on the request of the Chairman, any Vice Chairman, the President, or the Chairman of the Executive Committee, or on the request in writing of any five directors. Notices of special meetings shall be mailed to each director, addressed to the director's residence or usual place of business, not later than five days before the day on which the meeting is to be held, or shall be sent to the director at such place by telegraph, or be delivered personally or by telephone, not later than twelve hours before the time and day of meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting, although in the ordinary course of events the purpose of the meeting will be indicated in the notice. Unless limited by law, the Certificate of Incorporation, the By-Laws or by the terms of the notice thereof, any and all business may be transacted at any special meeting. Section 7. Quorum and Manner of Acting. At every meeting of the Board of Directors or a Committee thereof, a majority of the entire Board of Directors or Committee, as the case may be, shall constitute a quorum; and except as otherwise provided by law, the vote of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors or the Committee. Any or all of the Directors may participate in a meeting of the Board or a Committee of the Board of which the director is a member by any means of communication by which all persons participating in the meeting are able to hear each other. Directors so participating will be deemed present. -4- Section 8. Voting. On any question on which the Board of Directors or any Committee thereof shall vote, the names of those voting and their votes shall be entered in the minutes of the meeting when any member of the Board or such Committee so requests. A director present at any meeting of the Board of Directors or any Committee thereof at which any corporate action is taken shall be presumed to have concurred in the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as the secretary of the meeting before or promptly after adjournment thereof. Such right to dissent shall not apply to any director who voted in favor of such action. A director who is absent from a meeting of the Board, or any Committee thereof of which such director is a member, at which any such action is taken shall be presumed to have concurred in the action unless such director shall file a dissent with the Secretary of the Corporation within a reasonable time after learning of such action. Section 9. Directors' Compensation. The Board of Directors shall have authority to determine, from time to time, the amount of compensation which shall be paid to any of its members. Section 10. Action Without Meeting. The Board of Directors or any Committee thereof may act without a meeting if, prior or subsequent to such action, all members of the Board of Directors or of such Committee consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors or such Committee. Section 11. Resignations. Any director may resign at any time by giving written notice thereof to the Corporation. Any resignation shall be effective immediately unless a date certain is specified for it to take effect. Section 12. Vacancies. Any vacancy in the Board of Directors, including a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board of Directors. Section 13. Eligibility. A person at the time of election to the Board of Directors, at the time of any nomination pursuant to Section 14 of this Article III, and during the continuation of directorship, must have legal ownership, individually or jointly with another, of 1000 shares of Common Stock of the Corporation. No person shall be eligible for election or reelection to the Board of Directors after attaining age 73. [Amended 10/19/94] Section 14. Notification of Nominations. Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of the directors. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such stockholder's intent to make such nomination shall have been received by the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders, 60 days [70 days -5- effective for any stockholders meeting after April 30, 1993] in advance of such meeting and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated, (b) a representation that such stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder, (d) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors and (e) the consent of each nominee to serve as a director of the Corporation if so elected and a representation by such nominee that such person, at the time of notification satisfies, and, on the date of the Annual Meeting and thereafter during the continuation of directorship, will satisfy, the qualifications for service as a director of Section 13 of this Article III. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing provisions, and, upon the chairman's instructions, the inspectors of election may disregard all votes cast for each such nominee. ARTICLE IV. COMMITTEES OF THE BOARD: EXECUTIVE COMMITTEE Section 1. Constitution and Powers. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, shall appoint from among its members an Executive Committee and an Audit Committee and may appoint one or more other Committees, may appoint one of its members to serve as Chairman of any such Committee, and may appoint one or more directors to serve as alternate members of any such Committee. Each Committee shall have such powers as provided in such resolution or in the By-Laws, except that no such Committee shall: (a) make, alter or repeal any By-Law of the Corporation; (b) elect or appoint any director, or remove any officer or director; (c) submit to the stockholders any action which requires approval of the stockholders; or (d) amend or repeal any resolution theretofore adopted by the Board of Directors which by its terms is amendable or repealable only by the Board of Directors. Section 2. Regular Meetings. Meetings of a Committee of the Board of Directors shall be held at such times and places as shall have been previously fixed by resolution of the Committee. -6- Section 3. Special Meetings. A special meeting of a Committee may be called at any time by the Chairman of the Committee, the Chairman, or the President; on the written request of any three members of a Committee such meeting shall be called by one of said officers or by the Secretary. Notice of any such special meeting shall be given to each member in the manner provided in Section 6 of Article III for the giving of notice of a special meeting of the Board of Directors. Section 4. Records. Each Committee shall keep minutes of its acts and proceedings, which shall be submitted to the Board of Directors no later than the next meeting of the Board of Directors occurring more than two days after the Committee meeting. Any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors. Section 5. Executive Committee. The Executive Committee shall have and may exercise, when the Board of Directors is not in session, all the powers of the Board of Directors in the management of the business and affairs of the Corporation including authority to take all action provided in the By-Laws to be taken by the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except as provided in Section 1 of this Article IV. ARTICLE V. AUDIT COMMITTEE Section 1. Appointment. The Board of Directors shall appoint an Audit Committee consisting of not less than three directors who are not officers of the Corporation or of any of its subsidiaries, and may appoint one of the members of such Committee to be its Chairman. Section 2. Selection of Certified Public Accountants: Conferences Therewith. The Audit Committee shall select and employ on behalf of the Corporation, subject to ratification by the stockholders, a firm of certified public accountants whose duty it shall be to audit the books and accounts of the Corporation for the fiscal years in which they are appointed, and who shall report to said Committee. The Audit Committee shall confer with the auditors and shall determine, and from time to time shall report to the Board of Directors, upon the scope of the auditing of the books and accounts of the Corporation. Section 3. Conferring with Officers of the Corporation. In general, the Committee shall have the power to confer with and direct the officers of the Corporation to the extent necessary to carry out the purposes of this Article V. -7- ARTICLE VI. OFFICERS Section 1. Officers. The Corporation shall have a Chairman of the Board, who may be referred to by the title of Chairman, a President, a Chairman of the Executive Committee, a Treasurer, a Secretary and an Auditor, and may have one or more Vice Chairmen, and one or more Vice Presidents and a Comptroller; and such officers shall be appointed by the Board of Directors. The Board of Directors may also appoint such other officers and agents as in their judgment the business of the Corporation may require. A vacancy in any office other than that of Chairman or President may be filled by the Chief Executive Officer until the next meeting of the Board of Directors. The Chief Executive Officer shall also have authority to appoint Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Comptrollers. Section 2. Term of Office. The Chairman and the President each shall hold office (unless disqualified or removed by a two-thirds vote of the members of the Board of Directors) until the next Organization Meeting of the Board of Directors. All other officers shall hold office at the pleasure of and until removed by the Board of Directors. Any officer may resign at any time by giving written notice thereof to the Corporation. Any resignation shall be effective immediately unless a date certain is specified for it to take effect. Section 3. Chief Executive Officer. The Board of Directors of the Corporation may designate either the Chairman or the President to act as Chief Executive Officer of the Corporation. The Chief Executive Officer shall supervise the carrying out of the policies adopted or approved by the Board of Directors and, subject to the authority of the Board of Directors, the Chief Executive Officer shall be responsible for formulation and execution of policy for the Corporation, and shall have authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, and in general to exercise all powers generally appertaining to the chief executive officer of a corporation. Section 4. Chairman. The Chairman shall act as chairman at meetings of the stockholders and preside at meetings of the Board of Directors and stockholders. The Chairman shall exercise all powers generally pertaining to the chairman of a corporation, and shall have such further powers and duties as may from time to time be assigned by the Board of Directors. Section 5. President. The President, in the absence of the Chairman, shall preside at all meetings of the Board of Directors and the stockholders. In the absence of the Chairman, the President shall exercise the powers and duties of the Chairman. The President shall exercise all powers generally appertaining to the president of a corporation, and shall also have such further powers and duties as may from time to time be assigned by the Board of Directors. -8- Section 6. Chairman of the Executive Committee. The Chairman of the Executive Committee, in the absence of the Chairman and the President, shall act as chairman at meetings of the stockholders and of the Board of Directors and shall preside at meetings of the Executive Committee and shall also have such further powers and duties as may from time to time be assigned by the Board of Directors. Section 7. Vice Chairmen. The Board of Directors may appoint one or more Vice Chairmen of the Corporation. In the absence of the President, the Chairman, and the Chairman of the Executive Committee, their powers and duties shall be exercised by the Vice Chairman, or if there be more than one Vice Chairman present, by the one of them first appointed to such office. In the absence or unavailability of the Chairman or the President, each Vice Chairman shall have general authority to execute bonds, deeds and contracts in the name and on behalf of the Corporation. Each of them shall also have such further powers and duties as may from time to time be assigned by the Board of Directors or Chairman. Section 8. Vice Presidents. Vice Presidents shall perform such duties and have such powers as may, from time to time, be assigned to them by the Board of Directors or the Chief Executive Officer. Section 9. Secretary, Treasurer and Comptroller. The Secretary, Treasurer and Comptroller shall generally have such powers and perform all the duties usually appertaining to their respective offices. In the absence of the Secretary, Treasurer or Comptroller such person as shall be designated by the Chief Executive Officer shall perform the duties of the absent officer. Section 10. Auditor. The Auditor is responsible for all matters relating to accounting controls, financial controls and asset controls of the Corporation and its subsidiaries, under direction of the Audit Committee of the Board of Directors and the general supervision of the Chief Executive Officer. The Auditor shall perform such additional duties as shall be assigned by the Board of Directors, the Audit Committee, the Chairman of the Audit Committee, and the Chief Executive Officer. In the absence of the Auditor, such other person as shall be designated by the Chairman of the Audit Committee shall perform the duties of the Auditor. Section 11. Compensation. The compensation of the Chairman, the President, the Chairman of the Executive Committee, the Vice Chairmen, and the Auditor shall be fixed by the Board of Directors. The compensation of all other officers and other employees and agents of the Corporation may be fixed by the Chief Executive Officer unless determined to the contrary by the Board of Directors. -9- ARTICLE VII. STOCK AND TRANSFERS OF STOCK Section 1. Stock Certificates. The stock of the Corporation shall be represented by certificates signed by the Chairman or a Vice Chairman of the Board of Directors or the President or a Vice President and may be countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all signatures may be facsimiles. In case any officer, Transfer Agent or Registrar who signed or whose facsimile signature has been placed upon any certificate shall have ceased to hold such position before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, Transfer Agent or Registrar held such position at the date of its issue. The certificates representing the stock of the Corporation shall be in such form as shall be approved by the Board of Directors. Section 2. Transfer Agents and Registrars. The Board of Directors may, in its discretion, appoint one or more banks or trust companies in the Borough of Manhattan, City, County and State of New York, and in such other city or cities as the Board of Directors may deem advisable, including any banking subsidiaries of the Corporation, from time to time, to act as Transfer Agents and Registrars of the stock of the Corporation; and upon such appointments being made, no stock certificate shall be valid until countersigned by one of such Transfer Agents and registered by one of such Registrars. Any or all of such signatures may be facsimiles. Section 3. Transfers of Stock. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate, or by an attorney lawfully constituted in writing, and upon surrender and cancellation of a certificate or certificates for a like number of shares of the same class of stock, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require. No transfer of stock other than on the records of the Corporation shall affect the right of the Corporation to pay any dividend upon the stock to the holder of record thereof or to treat the holder of record as the holder in fact thereof for all purposes, and no transfer shall be valid, except between the parties thereto, until such transfer shall have been made upon the records of the Corporation. Section 4. Lost Certificate. In case any certificate of stock shall be lost, stolen or destroyed, the Board of Directors, in its discretion, the Chairman, President, or Secretary or any other officer or officers or any agent or agents thereunto duly authorized by the Board of Directors, may authorize the issuance of a substitute certificate in place of the certificate so lost, stolen or destroyed, and may cause or authorize such substitute certificate to be countersigned by the appropriate Transfer Agent (or where such duly authorized agent is the Transfer Agent may itself countersign) and registered by the appropriate Registrar; provided, however, that, in each such case, the applicant for a substitute certificate shall furnish to the Corporation and to such of its Transfer Agents and Registrars as may require the same evidence to their satisfaction, in their discretion, of the loss, theft or destruction of such certificate and of the ownership thereof, and also such security or indemnity as may by them be required. -10- ARTICLE VIII. CORPORATE SEAL Section 1. Seal. The seal of the Corporation shall be in such form as may be approved, from time to time, by the Board of Directors. Section 2. Affixing and Attesting. The seal of the Corporation shall be in the custody of the Secretary, who shall have power to affix it to the proper corporate instruments and documents, and who shall attest it. In the absence of Secretary, it may be affixed and attested by an Assistant Secretary, or by the Treasurer or an Assistant Treasurer or by any other person or persons as may be designated by the Board of Directors. ARTICLE IX. MISCELLANEOUS Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year. Section 2. Signatures on Negotiable Instruments. All bills, notes, checks, or other instruments for the payment of money shall be signed or countersigned by such officers or agents and in such manner as, from time to time, may be prescribed by resolution (whether general or special) of the Board of Directors, or may be prescribed by any officer or officers, or any officer and agent jointly, thereunto duly authorized by the Board of Directors. Section 3. Shares of Other Corporations. The Chief Executive Officer, or in the Chief Executive Officer's absence, the Secretary is authorized to vote, represent and exercise on behalf of the Corporation, all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted to said officer to vote or present on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised either by said officer in person or by any person authorized so to do by proxy or power of attorney duly executed by said officer. Notwithstanding the above, however, the Board of Directors, in its discretion, may designate by resolution the person to vote or represent said shares of other corporations. Section 4. References to Article and Section Numbers and to the Certificate of Incorporation. Whenever in the By-Laws reference is made to an Article or Section number, such reference is to the number of an Article or Section of the By-Laws. Whenever in the By-Laws reference is made to the Certificate of Incorporation, such reference is to the Restated Certificate of Incorporation, as may be amended from time to time. Section 5. Indemnification. Each person who was or is a party and each person who is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or arbitrative, by reason of the fact that such person is, or was, a director, officer or employee of the Corporation, -11- or is or was serving at the request of the Corporation as a director, officer, trustee, agent, or employee of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, shall be indemnified and reimbursed by the Corporation for liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) and expenses (including reasonable costs, disbursements and counsel fees) to the fullest extent permitted by the laws of the State of New Jersey as in effect at the time of such indemnification. The foregoing right of indemnification shall inure to the benefit of the heirs, executors, and administrators of each such person, shall not be exclusive of any other rights or indemnification to which any director, officer, employee or other person may be entitled in any capacity as a matter of law or under any by-law, agreement, vote of shareholders or directors, insurance policy, or otherwise; and shall continue as to each such person who has ceased to be a director, officer or employee. This By-Law shall be implemented and construed to provide any director, officer, employee, or other person described above who is found to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation the maximum indemnification, advancement of expenses, and reimbursement for liabilities and expenses allowed by law, provided, however, that advancement of counsel fees will be made only when the Board of Directors determines that arrangements for counsel are satisfactory to the Board. Section 6. Waiver of Notice. Any notice required by these By-Laws, by the Certificate of Incorporation, or by law may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before or after the event with respect to which notice is waived. Each director or stockholder attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting. ARTICLE X. AMENDMENTS The By-Laws may be altered, amended or repealed, and new By-Laws adopted from time to time, by the Board of Directors at any regular or special meeting. bylaws 10/19/94 -12- EX-3 3 EXHIBIT (3)B.II EXHIBIT (3)B.(ii) UJB FINANCIAL CORP. BOARD OF DIRECTORS MEETING October 19, 1994 RESOLVED, that the retirement age provided for in the By-Laws of the Corporation be, and it hereby is, increased from 70 to 73, the sentence dealing with retirement from occupation be deleted as limiting the Board's flexibility, and the sentence dealing with the 1990 Annual Meeting be deleted as out-of-date, and that, accordingly, Article III, Section 13 of the By-Laws of the Corporation be, and it hereby is, amended to read in its entirety as follows: Section 13. Eligibility. A person at the time of election to the Board of Directors, at the time of any nomination pursuant to Section 14 of this Article III, and during the continuation of directorship, must have legal ownership, individually or jointly with another, of 1000 shares of Common Stock of the Corporation. No person shall be eligible for election or reelection to the Board of Directors after attaining age 73. -1- EX-11 4 EXHIBIT (11) UJB FINANCIAL CORP. Exhibit (11) COMPUTATION OF NET INCOME PER COMMON SHARE (dollars in thousands, except per share data)
Nine Months Ended Three Months Ended September 30, September 30, ------------------- --------------------- 1994 1993 1994 1993 --------- --------- --------- --------- Average number of common shares outstanding (in thousands) (A) 54,604 53,819 54,797 53,990 ========= ========= ========= ======== Net income $95,827 $57,758 $38,571 $13,010 less: Preferred dividends 1,358 1,350 458 450 --------- --------- --------- -------- Net income available to common shareholders (B) $94,469 $56,408 $38,113 $12,560 ========= ========= ========= ======== Net income per common share (B)/(A) $1.73 $1.05 $0.70 $0.23 ========= ========= ========= ========= Note: The dilutive effect of stock options and equity contracts in 1994 and 1993 was not material for all periods shown.
EX-28 5 EXHIBIT (28)A UJB FINANCIAL CORP. Exhibit (28)A CONSOLIDATED BALANCE SHEETS (dollars in thousands)
September 30, December 31, September 30, 1994 1993 1993 Assets -------------- -------------- -------------- Cash and cash equivalents: Cash and due from banks $ 1,035,023 $ 725,174 $ 745,769 Federal funds sold and securities purchased under agreements to resell 3,425 99,500 - -------------- -------------- -------------- Total cash and cash equivalents 1,038,448 824,674 745,769 Interest bearing deposits with banks 18,844 19,962 18,989 Trading account securities 18,442 29,735 33,176 Investment securities available for sale 317,508 1,162,088 807,061 Investment securities: U.S. Government and Federal agencies 1,995,798 1,485,425 2,040,362 States and political subdivisions 353,796 308,004 324,495 Other securities 1,790,212 892,221 768,652 -------------- -------------- -------------- Total investment securities 4,139,806 2,685,650 3,133,509 Loans (net of unearned discount): Commercial 4,633,600 4,235,845 4,365,721 Mortgage 2,760,631 2,493,661 2,450,428 Instalment 2,205,327 2,014,202 2,029,746 -------------- -------------- -------------- Total loans 9,599,558 8,743,708 8,845,895 Less: Allowance for loan losses 237,745 244,154 248,886 -------------- -------------- -------------- Net loans 9,361,813 8,499,554 8,597,009 Premises and equipment 167,178 171,439 172,267 Other real estate owned, net of allowance 66,679 74,780 96,754 Accrued interest receivable 85,943 74,487 77,750 Due from customers on acceptances 25,159 20,126 19,590 Other assets 278,040 227,146 261,317 -------------- -------------- -------------- Total Assets $ 15,517,860 $ 13,789,641 $ 13,963,191 ============== ============== ============== Liabilities and Shareholders' Equity Deposits: Non-interest bearing demand deposits $ 3,068,346 $ 2,805,819 $ 2,725,175 Interest bearing deposits: Savings and time deposits 8,744,877 8,719,094 8,756,048 Commercial certificates of deposit of $100,000 and over 354,112 226,586 218,376 -------------- -------------- -------------- Total deposits 12,167,335 11,751,499 11,699,599 Commercial paper 45,360 33,359 54,061 Other borrowed funds 1,792,679 586,328 775,009 Long-term debt 206,252 208,654 212,936 Accrued interest payable 29,615 23,340 36,686 Bank acceptances outstanding 25,159 20,126 19,590 Accrued expenses and other liabilities 166,469 147,083 162,633 -------------- -------------- -------------- Total liabilities 14,432,869 12,770,389 12,960,514 Shareholders' equity : Preferred stock: Authorized 4,000,000 shares without par value: Series B: Authorized 1,200,000 shares; issued and outstanding 600,166 in 1994 and 1993, adjustable-rate cumulative, $50 stated value 30,008 30,008 30,008 Common stock par value $1.20: Authorized 130,000,000 shares; issued and outstanding 54,921,409 at September 30, 1994, 54,260,768 at December 31, 1993 and 54,146,002 at September 30, 1993 65,905 65,113 64,975 Surplus 409,798 398,723 395,377 Retained earnings 584,506 525,408 512,317 Net unrealized loss on investment securities available for sale (5,226) - - -------------- -------------- -------------- Total shareholders' equity 1,084,991 1,019,252 1,002,677 -------------- -------------- -------------- Total Liabilities and Shareholders' Equity $ 15,517,860 $ 13,789,641 $ 13,963,191 ============== ============== ==============
EX-28 6 EXHIBIT (28)B UJB FINANCIAL CORP. Exhibit (28)B CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data)
Nine Months Ended Three Months Ended September 30, September 30, ----------------- ----------------- 1994* 1993** 1994 1993 -------- -------- -------- -------- Interest Income Interest and fees on loans $510,472 $505,135 $183,004 $167,901 Interest on investment securities: Taxable 140,867 137,152 55,413 45,285 Tax-exempt 17,175 19,377 5,911 6,230 Interest on investment securities available for sale 30,442 24,304 3,651 7,368 Interest on Federal funds sold and securities purchased under agreements to resell 255 693 12 82 Interest on trading account securities 557 1,053 120 328 Interest on deposits with banks 434 342 174 159 -------- -------- -------- -------- Total interest income 700,202 688,056 248,285 227,353 Interest Expense Interest on savings and time deposits 173,752 211,207 59,767 65,795 Interest on commercial certificates of deposit $100,000 and over 8,256 5,624 3,648 1,870 Interest on borrowed funds 62,890 40,017 25,887 13,693 -------- -------- -------- -------- Total interest expense 244,898 256,848 89,302 81,358 -------- -------- -------- -------- Net interest income 455,304 431,208 158,983 145,995 Provision for loan losses 55,500 74,185 18,500 24,000 -------- -------- -------- -------- Net interest income after provision for loan losses 399,804 357,023 140,483 121,995 Non-Interest Income Service charges on deposit accounts 48,474 44,509 16,093 14,801 Service and loan fee income 30,674 25,240 11,310 9,087 Trust income 16,410 16,135 5,324 5,410 Investment securities gains (losses) 1,846 6,769 58 (4) Trading account gains 522 1,352 434 492 Other 34,854 39,548 11,834 14,931 -------- -------- -------- -------- Total non-interest income 132,780 133,553 45,053 44,717 Non-Interest Expenses Salaries 135,521 138,401 46,312 47,258 Pension and other employee benefits 41,721 44,230 14,292 15,042 Occupancy, net 38,492 36,680 12,363 11,953 Furniture and equipment 36,170 33,676 12,130 11,472 Other real estate provision and operating expenses 14,467 32,023 4,902 8,579 FDIC insurance assessment 20,815 21,952 6,989 5,584 Advertising and public relations 8,039 8,069 2,523 2,673 Restructuring charges - 21,500 - 21,500 Other 83,262 84,182 26,415 28,388 -------- -------- -------- -------- Total non-interest expenses 378,487 420,713 125,926 152,449 -------- -------- -------- -------- Income before income taxes 154,097 69,863 59,610 14,263 Federal and state income taxes 56,539 15,921 21,039 1,253 -------- -------- -------- -------- Income before cumulative effect of a change in accounting principle 97,558 53,942 38,571 13,010 Cumulative effect of a change in accounting principle (1,731) 3,816 - - -------- -------- -------- -------- Net Income $ 95,827 $ 57,758 $ 38,571 $ 13,010 ======== ======== ======== ======== Net Income Per Common Share: Income before cumulative effect of a change in accounting principle $ 1.76 $ 0.98 $ 0.70 $ 0.23 Cumulative effect of a change in accounting principle (0.03) 0.07 - - -------- -------- -------- -------- Net Income Per Common Share $ 1.73 $ 1.05 $ 0.70 $ 0.23 ======== ======== ======== ======== Average Common Shares Outstanding (in thousands) 54,604 53,819 54,797 53,990 ======== ======== ======== ======== * Effective January 1994, the company adopted SFAS No.112, Accounting for Postemployment Benefits. ** Effective January 1993, the company adopted SFAS No.109, Accounting for Income Taxes.
EX-28 7 EXHIBIT (28)C UJB FINANCIAL CORP. Exhibit (28)C CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands)
Nine Months Ended September 30, ----------------------- 1994 1993 ----------- ----------- OPERATING ACTIVITIES Net income $ 95,827 $ 57,758 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses and other real estate 64,426 99,946 Depreciation, amortization and accretion 23,667 19,679 Restructuring charges - 21,500 Gains on sales of investment and trading account securities (2,368) (8,121) Gains on sales of mortgages held for sale (440) (2,798) Gains on the sales of other real estate owned (483) (720) Proceeds from the sales of other real estate owned 27,355 38,192 Proceeds from the sales of mortgages held for sale 134,651 232,208 Originations of mortgages held for sale (108,177) (223,694) Net decrease (increase) in trading account securities 11,815 (9,863) Increase in accrued interest receivable and other assets (67,853) (68,038) Increase in accrued interest payable, accrued expenses and other liabilities 30,694 59,505 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 209,114 215,554 ----------- ----------- INVESTING ACTIVITIES Proceeds from maturities of investment securities 837,588 712,814 Purchases of investment securities (1,601,235) (1,111,927) Purchases of investment securities available for sale (121,594) (316,303) Proceeds from maturities of investment securities available for sale 256,557 131,077 Proceeds from the sales of investment securities available for sale 5,109 337,000 Net decrease (increase) in interest bearing deposits with banks 1,118 (5,170) Proceeds from the sales of loans - 84,836 Net increase in loans (969,219) (137,194) Purchases of premises and equipment, net (10,588) (10,074) ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (1,602,264) (314,941) ----------- ----------- FINANCING ACTIVITIES Net increase in demand and savings deposits 270,843 105,794 Net increase (decrease) in time deposits 144,993 (493,523) Net increase in short-term borrowings 1,220,492 123,865 Principal payments on long-term debt (5,582) (22,849) Proceeds from the issuance of long-term debt 1,040 20,000 Dividends paid (35,068) (25,916) Proceeds from issuance of common stock under dividend reinvestment and other stock plans 11,524 11,527 Adjustment for pooling of a company with a different fiscal year end 2,112 - Other, net (3,430) (445) ----------- ----------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 1,606,924 (281,547) ----------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 213,774 (380,934) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 824,674 1,126,703 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,038,448 $ 745,769 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid: Interest payments $ 238,623 $ 257,561 Income tax payments 43,054 19,617 Noncash investing activities: Loans made in conjunction with the sale of other real estate owned 7,939 13,421 Transfer of loans to other real estate 32,905 42,305 Transfer of investment securities available for sale to investment securities 707,808 70,788
EX-28 8 EXHIBIT (28)D UJB FINANCIAL CORP. Exhibit (28)D CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (dollars in thousands)
Net Total Preferred Common Retained Unrealized Shareholders' Stock Stock Surplus Earnings (Loss) Equity -------- -------- --------- --------- --------- ----------- Balance, December 31, 1992 $30,008 $64,191 $384,459 $480,834 $ - $959,492 Net Income - - - 57,758 - 57,758 Cash dividends declared: Preferred stock - Series B - - - (1,350) - (1,350) Common Stock - - - (25,185) - (25,185) Common stock issued: Dividend reinvestment and other stock plans (382,111 shares) - 459 7,864 - - 8,323 Exercise of stock options, net (270,948 shares) - 325 3,054 - - 3,379 Change in valuation allowance for marketable equity securities - - - 260 - 260 -------- -------- --------- --------- --------- ----------- Balance, September 30, 1993 $30,008 $64,975 $395,377 $512,317 $ - $1,002,677 ======== ======== ========= ========= ========= =========== Balance, December 31, 1993 $30,008 $65,112 $398,724 $525,408 $ - $1,019,252 Adjustment for the pooling of a company with a different fiscal year end - - 343 1,769 - 2,112 Net Income - - - 95,827 - 95,827 Cash dividends declared: Preferred stock - Series B - - - (1,358) - (1,358) Common Stock - - - (37,140) - (37,140) Common stock issued: Dividend reinvestment and other stock plans (313,938 shares) - 377 7,667 - - 8,044 Exercise of stock options, net (346,703 shares) - 416 3,064 - - 3,480 Net unrealized loss on investment securities available for sale - - - - (5,226) (5,226) -------- -------- --------- --------- --------- ----------- Balance, September 30, 1994 $30,008 $65,905 $409,798 $584,506 ($5,226) $1,084,991 ======== ======== ========= ========= ========= ===========
EX-28 9 EXHIBIT (28)E UJB FINANCIAL CORP. Exhibit (28)E CONSOLIDATED AVERAGE BALANCE SHEETS WITH RESULTANT INTEREST AND RATES (Tax-Equivalent Basis, dollars in thousands)
Nine Months Ended September 30 ------------------------------------------------------------- 1994 1993 ----------------------------- ----------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate ------------ -------- ------- ------------ -------- ------- ASSETS Interest earning assets: Federal funds sold and securities purchased under agreements to resell $ 11,308 $ 255 3.01 % $ 28,609 $ 693 3.24 % Interest bearing deposits with banks 16,700 434 3.47 15,283 342 2.99 Trading account securities 28,862 640 2.96 31,526 1,113 4.72 Investment securities available for sale 742,865 30,442 5.46 787,023 24,304 4.12 Investment securities: U.S. Government and Federal agencies 1,814,563 78,520 5.77 2,307,685 115,979 6.70 States and political subdivisions 318,857 25,614 10.71 348,461 28,992 11.09 Other securities 1,546,233 62,628 5.40 464,819 21,345 6.12 ------------ -------- ------- ------------ -------- ------- Total investment securities 3,679,653 166,762 6.04 3,120,965 166,316 7.11 ------------ -------- ------- ------------ -------- ------- Loans: Commercial 4,392,664 242,739 7.39 4,359,674 228,496 7.01 Mortgage 2,504,403 146,090 7.78 2,461,048 152,186 8.25 Instalment 2,089,200 124,344 7.96 2,055,066 127,740 8.31 ------------ -------- ------- ------------ -------- ------- Total loans 8,986,267 513,173 7.64 8,875,788 508,422 7.66 ------------ -------- ------- ------------ -------- ------- Total interest earning assets 13,465,655 711,706 7.07 12,859,194 701,190 7.29 ------------ -------- ------- ------------ -------- ------- Non-interest earning assets: Cash and due from banks 886,278 839,095 Allowance for loan losses (248,906) (264,867) Other assets 587,185 620,313 ------------ ------------ Total non-interest earning assets 1,224,557 1,194,541 ------------ ------------ TOTAL ASSETS $ 14,690,212 $ 14,053,735 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Interest bearing liabilities: Savings and time deposits $ 5,588,683 85,891 2.05 $ 5,450,068 96,088 2.36 Other time deposits 3,033,907 87,861 3.87 3,589,757 115,119 4.29 Commercial certificates of deposit $100,000 and over 304,773 8,256 3.62 260,891 5,624 2.88 ------------ -------- ------- ------------ -------- ------- Total interest bearing deposits 8,927,363 182,008 2.73 9,300,716 216,831 3.12 ------------ -------- ------- ------------ -------- ------- Commercial paper 45,666 1,280 3.75 64,715 1,427 2.95 Other borrowed funds 1,377,173 47,916 4.65 820,564 24,065 3.92 Long-term debt 213,209 13,694 8.56 216,213 14,525 8.96 ------------ -------- ------- ------------ -------- ------- Total interest bearing liabilities 10,563,411 244,898 3.10 10,402,208 256,848 3.30 ------------ -------- ------- ------------ -------- ------- Non-interest bearing liabilities: Demand deposits 2,861,635 2,503,904 Other liabilities 206,553 154,641 ------------ ------------ Total non-interest bearing liabilities 3,068,188 2,658,545 Shareholders' equity 1,058,613 992,982 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,690,212 $ 14,053,735 ============ ============ Net interest income (tax-equivalent basis) 466,808 3.97 % 444,342 3.99 % ======= ======= Tax-equivalent basis adjustment (11,504) (13,134) --------- --------- Net Interest Income $ 455,304 $ 431,208 ========= ========= Net Interest Income as a Percent of Interest Earning Assets (tax-equivalent basis) 4.63 % 4.62 % ======= ======= Note: -The tax-equivalent adjustment was computed based on a Federal income tax rate of 35% for 1994 and 1993.
EX-28 10 EXHIBIT (28)F UJB FINANCIAL CORP. Exhibit (28)F CONSOLIDATED RECONCILIATION OF ALLOWANCE FOR LOAN LOSSES (dollars in thousands)
Nine Months Ended September 30 --------------------- 1994 1993 --------- --------- Balance, January 1 $244,154 $277,449 Purchase accounting adjustment 1,833 - Provision charged to expense 55,500 74,185 --------- --------- 301,487 351,634 --------- --------- Net charge offs: Loans charged off 74,458 112,101 Less recoveries 10,716 9,353 --------- --------- Net loans charged off 63,742 102,748 --------- --------- Balance, September 30 $237,745 $248,886 ========= =========
EX-27 11 FINANCIAL DATA SCHEDULE
9 1000 9-MOS DEC-31-1994 SEP-30-1994 1035023 18844 3425 18442 317508 4139806 4030088 9599558 237745 15517860 12167335 1838039 221243 206252 65905 0 30008 989078 15517860 510472 188484 1246 700202 182008 244898 455304 55500 1846 378487 154097 97558 0 (1731) 95827 1.73 1.73 4.63 211155 4494 2761 38533 245987 74458 10716 237745 144570 0 93175
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