-----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, NFxLRLhjyv6LJMyoyAfUsxhsbyZTObVoa9g9lZY3LsbyEm4/EwAL+JPUnMI2S5Op SJrUKLOXUAEUxXCS1tAIFA== 0000943374-07-000551.txt : 20070406 0000943374-07-000551.hdr.sgml : 20070406 20070406151300 ACCESSION NUMBER: 0000943374-07-000551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070405 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070406 DATE AS OF CHANGE: 20070406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001178970 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421547151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31566 FILM NUMBER: 07754333 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 form8k_merger-040607.txt 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): April 5, 2007 PROVIDENT FINANCIAL SERVICES, INC. ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-31566 42-1547151 - ---------------------------- ---------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 830 Bergen Avenue, Jersey City, New Jersey 07306-4599 - ------------------------------------------ ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 333-1000 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events ------------ On April 5, 2007, Provident Financial Services, Inc. (the "Company") announced results of elections made by stockholders of First Morris Bank & Trust ("First Morris") as to the form of merger consideration to be received in the April 1, 2007 merger of First Morris with and into The Provident Bank, the savings bank subsidiary of the Company. Under the terms of the Agreement and Plan of Merger, 50% of First Morris common shares are to be converted into Company common stock and the remaining 50% will be converted into cash. Because the cash election option was oversubscribed by First Morris stockholders, stockholders who made a cash election for all or a portion of their shares of First Morris common stock will receive the cash consideration of $39.75 per share for approximately 66.46% of their cash election shares and will receive 2.1337 shares of Company common stock per share for approximately 33.54% of their cash election shares. First Morris stockholders who elected stock or made no election will receive 2.1337 shares of Company common stock for each of their stock election or no election shares. A press release announcing the merger consideration election is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits --------------------------------- (a) Financial Statements of businesses acquired: Not Applicable. (b) Pro forma financial information: Not Applicable. (c) Shell company transactions: Not Applicable (d) Exhibits: The following Exhibit is attached as part of this report: 99.1 Press Release dated April 5, 2007 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, hereunto duly authorized. PROVIDENT FINANCIAL SERVICES, INC. DATE: April 6, 2007 By: /s/ Paul M. Pantozzi ----------------------------------- Paul M. Pantozzi Chairman and Chief Executive Officer EX-99.1 2 form8k_pr-040607.txt PRESS RELEASE PROVIDENT FINANCIAL SERVICES, INC. ANNOUNCES MERGER CONSIDERATION ELECTION, ALLOCATION AND PRORATION RESULTS FOR THE FIRST MORRIS BANK & TRUST ACQUISITION JERSEY CITY, N.J., April 5, 2007 / PRNewswire-First Call/ -- Provident Financial Services, Inc. (NYSE: PFS) ("Provident") today announced results of elections made by stockholders of First Morris Bank & Trust ("First Morris") as to the form of merger consideration to be received in the April 1, 2007 merger of First Morris with and into The Provident Bank, the savings bank subsidiary of Provident. Under the terms of the Agreement and Plan of Merger dated October 15, 2006, 50% of First Morris common shares will be converted into Provident common stock and the remaining 50% will be converted into cash. First Morris' stockholders were given the option to receive either 2.1337 shares of Provident common stock, $39.75 in cash, or a combination of Provident common stock and cash for each First Morris common share owned, subject to proration to ensure that in the aggregate 50% of the First Morris shares will be converted into Provident common stock. In accordance with the terms of the Agreement and Plan of Merger, and based upon the election results and allocation procedures: o First Morris stockholders who made a stock election for all or a portion of their shares of First Morris common stock will receive 2.1337 shares of Provident common stock for each of their stock election shares. o Since the cash merger consideration was oversubscribed, First Morris stockholders who made a cash election for all or a portion of their shares of First Morris common stock will receive the cash consideration of $39.75 per share for approximately 66.46% of their cash election shares and will receive 2.1337 shares of Provident common stock per share for approximately 33.54% of their cash election shares. o First Morris stockholders who did not make a valid election prior to 5:00 p.m. on March 29, 2007 will receive 2.1337 shares of Provident common stock for each of their shares of First Morris common stock, upon completion of a letter of transmittal being mailed to them. No fractional shares of Provident common stock shall be issued. In lieu of such fractional shares Provident will pay to each former holder of First Morris common stock an amount in cash without interest, equal to $17.427. Please call Registrar and Transfer Company at 1-800-368-5948 for information regarding individual allocation results. About Provident Provident Financial Services, Inc. is the holding company for The Provident Bank. Originally established in 1839, The Provident Bank is a New Jersey-chartered capital stock savings bank headquartered in Jersey City, New Jersey. The Bank now operates 84 full-service branches in Hudson, Bergen, Essex, Mercer, Middlesex, Monmouth, Morris, Ocean, Somerset and Union counties after giving effect to the First Morris merger. This news release may contain a number of forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by Provident with the Securities and Exchange Commission from time to time. Provident undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. You may access the filings and other financial and business information regarding Provident at www.providentnj.com. SOURCE: Provident Financial Services, Inc. CONTACT: Provident Financial Services, Inc.: Kenneth J. Wagner, SVP - Investor Relations (201) 915-5344 Ken.Wagner@providentnj.com -----END PRIVACY-ENHANCED MESSAGE-----