-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QXDiWY7ZoPNmjjuSc8Ekb0UXeeB21nD8N2ztO6+5xFNDAVJ8OzE/UNcFZ7RxtOkG Vb8WDhhM20TJPInE3+QRkA== 0000950159-96-000178.txt : 19960911 0000950159-96-000178.hdr.sgml : 19960911 ACCESSION NUMBER: 0000950159-96-000178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960828 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960910 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT BANCORP/NJ/ CENTRAL INDEX KEY: 0000101320 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 221903313 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06451 FILM NUMBER: 96627976 BUSINESS ADDRESS: STREET 1: 301 CARNEGIE CENTER STREET 2: P O BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 BUSINESS PHONE: 6099873200 MAIL ADDRESS: STREET 1: PO BOX 2066 CITY: PRINCETON STATE: NJ ZIP: 08543-2066 FORMER COMPANY: FORMER CONFORMED NAME: UJB FINANCIAL CORP /NJ/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED JERSEY BANKS DATE OF NAME CHANGE: 19890815 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 28, 1996 Summit Bancorp. (Exact name of registrant as specified in its charter) NEW JERSEY 1-6451 22-1903313 (State or other juris- (Commission (IRS Employer diction of incorporation File No.) Identification No.) or organization) 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066 (Address of principal executive offices) Registrant's telephone number, including area code (609) 987-3200 1 Item 5. Other Information. Agreement and Plan of Merger On August 28, 1996, Summit Bancorp. ("Registrant" or "Summit") and B.M.J. Financial Corp. ("B.M.J.") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for, among other things, (i) the merger of B.M.J. into Summit (the "Merger") and (ii) the exchange of each outstanding share of the Common Stock of B.M.J. ("B.M.J. Common") for .56 shares of the Common Stock of Summit ("Summit Common") and cash in lieu of any fractional shares of Summit Common, all upon the satisfaction of the terms and conditions set forth in the Merger Agreement, including the receipt of approval from the shareholders of B.M.J. the Board of Governors of the Federal Reserve System and the Commissioner of Banking and Insurance of the State of New Jersey. In connection with the execution of the Merger Agreement, Summit and B.M.J. entered into a stock option agreement pursuant to which B.M.J. granted to Summit an option to purchase, under certain circumstances, up to 1,490,000 shares of B.M.J. Common at an exercise price equal to last sale price of the B.M.J. Common on the trading day immediately preceding the date of the Merger Agreement. B.M.J. operates the Bank of Mid-Jersey and is headquartered in Bordentown, New Jersey. It has $650 million in assets and operates twenty community branches in Burlington, Mercer and Ocean Counties. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description (2) Agreement and Plan of Merger, dated August 28, 1996, between the Registrant and B.M.J. Financial Corp. (Incorporated by reference to Exhibit 10(a) to the Schedule 13D dated August 29, 1996 filed by Summit Bancorp. with respect to the Common Stock, $1.00 par value, of B.M.J. Financial Corp. (SEC File No. 0-13440). (99) (a) B.M.J. Stock Option Agreement dated as of August 29, 1996, by and between the Registrant and B.M.J. Financial Corp. (Incorporated by reference to Exhibit 10(b) to the Schedule 13D dated August 29, 1996 filed by Summit Bancorp. with respect to the Common Stock, $1.00 par value, of B.M.J. Financial Corp. (SEC File No. 0-13440). (b) News Release dated August 29, 1996. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. Date: September 10, 1996 SUMMIT BANCORP. By: /s/ DENNIS A. WILLIAMS Dennis A. Williams Senior Vice President 3 EXHIBIT INDEX Ex. No. Description (2) Agreement and Plan of Merger, dated August 28, 1996, between the Registrant and B.M.J. Financial Corp. (Incorporated by reference to Exhibit 10(a) to the Schedule 13D dated August 29, 1996 filed by Summit Bancorp. with respect to the Common Stock, $1.00 par value, of B.M.J. Financial Corp. (SEC File No. 0-13440) (99) (a) B.M.J. Stock Option Agreement dated as of August 29, 1996, by and between the Registrant and B.M.J. Financial Corp. (Incorporated by reference to Exhibit 10(b) to the Schedule 13D dated August 29, 1996 filed by Summit Bancorp. with respect to the Common Stock, $1.00 par value, of B.M.J. Financial Corp. (SEC File No. 0-13440) (b) News Release dated August 29, 1996. 4 EX-2 2 Exhibit (2) AGREEMENT AND PLAN OF MERGER (Incorporated by reference to Exhibit 10(a) to the Schedule 13D dated August 29, 1996 filed by Registrant with respect to the Common Stock, par value $1.00, of B.M.J. Financial Corp.) EX-99.A 3 Exhibit 99(a) B.M.J. FINANCIAL CORP. STOCK OPTION AGREEMENT (Incorporated by reference to Exhibit 10(b) to the Schedule 13D dated August 29, 1996 filed by the Registrant with respect to the Common Stock, par value $1.00, of B.M.J. Financial Corp.) EX-99.B 4 EXHIBIT (99)(b) Press Release Release: Immediate Contact: At Summit Bancorp: C. Scott Rombach, SVP Corporate Communications (609) 987-3350 At B.M.J. Financial Corp.: John F. Tremblay, President and CEO The Bank of Mid-Jersey (609) 291-5117 SUMMIT BANCORP TO ACQUIRE B.M.J. FINANCIAL CORP. Princeton, New Jersey, August 29, 1996 -- Summit Bancorp (NYSE: SUB) and B.M.J. Financial Corp. (NASDAQ:BMJF) jointly announced today that they have entered into a definitive merger agreement in which Summit will acquire B.M.J. Financial, in a tax-free exchange of stock. B.M.J. Financial, which operates The Bank of Mid-Jersey, has assets of $650 million in 20 community branches throughout Burlington, Mercer, and Ocean counties. T. Joseph Semrod, Summit chairman and chief executive officer, said, "This acquisition will enhance Summit's presence in key central and southern New Jersey counties comprising nearly 5,000 businesses and half a million households." Summit Bancorp will improve its market share position to number three in Burlington County among commercial banks and thrifts while strengthening its number two rank in Mercer and Ocean counties. Burlington and Mercer rank among the nation's top 100 counties in per capita income, and are among New Jersey's top ten. This acquisition complements our recent announcement to acquire Central Jersey Financial Corp. in Middlesex County. Edwin W. Townsend, B.M.J. Financial Corp. chairman, said "The opportunity to join with the Summit organization is beneficial to our shareholders, customers, and employees. In addition, our customers will benefit from Summit's extensive products and services. Both banks are already regional leaders in supermarket banking." 1 The agreement contemplates that each share of B.M.J. Financial common stock will be exchanged for 0.560 of a share of Summit common stock. Summit will receive an option to purchase up to 19.9% percent of B.M.J. Financial's common stock if certain conditions occur. Based on Summit's closing stock price last night of $38.875, this transaction is valued at approximately $164.5 million, or $21.77 for each B.M.J. Financial share. B.M.J. Financial had 7.56 million common shares outstanding on June 30, 1996. Additionally, the agreement allows for B.M.J. Financial to declare quarterly common dividends until the closing date in an amount equivalent to the common dividend rate declared by Summit Bancorp. The transaction is expected to be completed in the first quarter of 1997, subject to B.M.J. Financial shareholder and regulatory approvals. It is anticipated that it will be accounted for as a pooling-of-interests. Summit Bancorp, headquartered in Princeton, is New Jersey's largest bank with $22 billion in assets, 328 community banking offices and six supermarket branches of Summit Bank in New Jersey and Pennsylvania, and 500 ATMs. Its major lines of business include commercial, retail and mortgage banking, investment management, and private banking. These core businesses and non-bank subsidiaries offer a full array of financial services. # -----END PRIVACY-ENHANCED MESSAGE-----