-----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, LnQdWJ91DuFMbV8PTtv6QjgwvVj2yCeo1f6C2B56m+Xkbj7FC2gHA0CL3TUEWvfi eUpHldfOAprgzasnN8SPyg== 0000101320-94-000009.txt : 19940822 0000101320-94-000009.hdr.sgml : 19940822 ACCESSION NUMBER: 0000101320-94-000009 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940731 ITEM INFORMATION: Other events FILED AS OF DATE: 19940819 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06451 FILM NUMBER: 94545173 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 8-K/A 1 FORM 8-K DATED 7/31/94 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K -------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 31, 1994 -------------- UJB Financial Corp. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) New Jersey 1-6451 22-1903313 - ---------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File number) 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) Item 5 Other Events UJB Financial Corp. (UJB) voluntarily reports the following information: On December 16, 1993, UJB entered into an agreement to acquire VSB Bancorp, Inc. and its wholly owned subsidiary Valley Savings Bank (VSB). The transaction, accounted for as a pooling-of-interests, was consummated on July 1, 1994 and UJB stock was subsequently exchanged for VSB stock at the rate of .7727 shares of UJB common stock for each share of VSB common stock . There were 2,628,912 shares of UJB common stock issued for 3,402,619 shares of VSB common stock. Combined condensed results of operations of UJB and VSB on a pro forma basis is presented as follows (as reported in part on Form 10-Q for the period ended June 30, 1994) for the three months ended March 31,1994 and June 30, 1994, and the six months ended June 30, 1994 (dollars in thousands except per share):
Pro Forma Combined --------------------------------------------------- Three Months Ended Six Months Ended ------------------------------ ------------------- March 31, 1994 June 30,1994 June 30,1994 -------------- ------------ ------------ Net Interest Income $145,303 $151,018 $296,321 Non-Interest Income 44,078 43,656 87,734 Non-Interest Expense 126,646 128,585 255,231 Net Income 28,560 28,696 57,256 Net Income per Common Share .51 .52 1.03 Average Common Shares (in thousands) 54,401 54,610 54,506
One of the required criteria for pooling of interests accounting is that the parties to the business combination must share mutually in the combined risks and rights of the transaction. In order to satisfy this risk sharing criteria of pooling of interests accounting, Securities and Exchange Commission Accounting Series Release 135 provides that the risk sharing will have occurred if no affiliate of either party to the merger transaction sells or otherwise disposes of any common stock received in the transaction until such time as financial results covering 30 days of post-merger combined operations have been published. In order to satisfy the risk sharing criteria, and thereby allow affiliates of either party to the transaction to sell or otherwise dispose of UJB common stock acquired in the merger (in 1 compliance with SEC Rules 145 and 144 regarding resales of common stock acquired in a business combination) provided below are financial results which reflect the required 30 days of post-merger combined operations as required by SEC Accounting Series Release 135 ( dollars in thousands except per share):
Post Acquisition Month Ended July 31, 1994 ------------- Net Interest Income $52,455 Non-Interest Income 15,972 Non-Interest Expense 40,377 Net Incom 14,297 Net Income per Common Share .26 Average Common Shares (in thousands) 54,692 In the opinion of the management of UJB Financial Corp., the unaudited results for the three months ended March 31, 1994 and June 30, 1994, six months ended June 30, 1994, and the one month ended July 31, 1994 include all normal, recurring adjustments necessary to present fairly the results of operations for these periods. These results are not necessarily indicative of the results for the quarter or entire year. 2 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 19, 1994 UJB FINANCIAL CORP. By: /s/ William J. Healy -------------------- William J. Healy Executive Vice President and Comptroller 3
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