0000943374-15-000006.txt : 20150105 0000943374-15-000006.hdr.sgml : 20150105 20150105171622 ACCESSION NUMBER: 0000943374-15-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150105 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150105 DATE AS OF CHANGE: 20150105 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: 15506353 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 form8k_mde-010515.htm FORM 8-K ANNOUNCING MDE form8k_mde-010515.htm
UNITED STATES
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): January 5, 2015


         
PROVIDENT FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
Delaware
 
001-31566
 
42-1547151
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

239 Washington Street, Jersey City, New Jersey
 
07302
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (732) 590-9200

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 January 5, 2015, Beacon Trust Company, a wholly owned subsidiary of The Provident Bank, a wholly owned subsidiary of Provident Financial Services, Inc. (the “Company”) issued a press release announcing that Beacon Trust Company agreed to acquire The MDE Group, Inc. and its affiliate, Acertus Capital Management, LLC.  A copy of the press release is attached as Exhibit 99.1 to this report.

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.

Exhibit No.                  Description

 
99.1
Press release issued by the Company’s wholly owned subsidiary, Beacon Trust Company on January 5, 2015 announcing that it agreed to acquire The MDE Group, Inc. and its affiliate, Acertus Capital Management, LLC.

 
 

 

 
 
 
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:  January 5, 2015                                             By: /s/ Christopher Martin 
Christopher Martin
Chairman, President and
Chief Executive Officer

 
 

 

EXHIBIT INDEX



EXHIBIT                                               Description

99.1
Press release issued by the Company’s wholly owned subsidiary, Beacon Trust Company on January 5, 2015 announcing that it agreed to acquire The MDE Group, Inc. and its affiliate, Acertus Capital Management, LLC.

EX-99.1 2 form8k_exh991-010515.htm PRESS RELEASE form8k_exh991-010515.htm
Beacon Trust Company Announces Agreement to Acquire The MDE Group, Inc.
 
 
MORRISTOWN N.J., January 5, 2015/Globe Newswire/ -- Beacon Trust Company today announced the signing of a definitive agreement under which it will acquire The MDE Group, Inc., a nationally ranked, SEC-registered investment advisor also based in Morristown, and its affiliate, Acertus Capital Management, LLC.
 
Financial terms of the transaction were not disclosed.
 
"We're excited about this opportunity to add the talented wealth advisors, financial planners and tax professionals who have made MDE a recognized market leader since its founding in 1987, which has grown to become one of the largest independent firms in New Jersey," said Beacon’s President James D. Nesci. "This transaction will serve to significantly expand our wealth management business throughout New Jersey, as well as in Florida and New York, all of which will continue to be overseen from our offices in Morris County, New Jersey and Suffolk County, New York. MDE’s wealth management relationships will dramatically enhance our market share and earnings growth."
 
Mitchell D. Eichen, founder of The MDE Group and Acertus Capital Management, commented: "Beacon's business model of delivering exceptional client service and personalized asset management is a perfect fit for both MDE and Acertus which together have a long history of providing clients with “peace of mind” and managing risk in all areas of their financial lives. Our clients will greatly benefit from this combination of resources and talent."
 
“This in-market expansion of our wealth management business continues our focus on serving our clients' financial needs. We believe that our philosophy of providing exceptional service is shared by MDE and its talented staff," said Mr. Nesci. "We also look forward to introducing Beacon’s clients to MDE’s sophisticated array of wealth management solutions."
 
When the transaction closes, the assets under management of the combined entities, on a pro forma basis, will be approximately $2.5 billion, making Beacon one of New Jersey’s largest providers of trust and wealth management services.
 
The definitive agreement has been approved by the boards of directors of both MDE and Beacon. The completion of the transaction is subject to receipt of regulatory approvals, and is expected to be consummated during the second quarter of 2015.
 
Luse Gorman Pomerenk & Schick, P.C. served as legal counsel to Beacon. Sandler O’Neill + Partners, L.P. served as financial advisor to Beacon.
 


 
 

 


Morgan, Lewis & Bockius LLP served as legal counsel to MDE. Park Sutton Advisors, LLC served as financial advisor to MDE and Acertus.
 
About Beacon Trust
 
Beacon Trust Company was established in 1988, and is headquartered in Morristown, New Jersey. Beacon's trust professionals assist with developing an integrated long-term strategy for preserving family wealth, in addition to offering a full range of trust and estate administration services. Beacon’s portfolio managers assist clients in reaching their financial goals through asset allocation strategies based upon their individual risk preferences.
 
Beacon Trust Company is a wholly owned subsidiary of The Provident Bank which, in turn, is a subsidiary of Provident Financial Services, Inc. (NYSE:PFS), which reported assets of $8.4 billion as of September 30, 2014. The Provident Bank maintains a network of full service branches throughout northern and central New Jersey as well as eastern Pennsylvania.
 
Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements about (i) the benefits of the purchase of The MDE Group, Inc. and Acertus Capital Management, LLC by Beacon Trust Company, a wholly owned subsidiary of The Provident Bank, a wholly owned subsidiary of Provident Financial Services, Inc. (“Provident”), including future financial and operating results, cost savings and accretion to reported earnings that may be realized from the transaction; (ii) Beacon's plans, objectives, expectations and intentions and other statements contained herein that are not historical facts; and (iii) other statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Beacon's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.
 


 
 

 
 
 
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Beacon and The MDE Group may not be combined successfully, or such combination may take longer to accomplish than expected; (2) operating costs, client loss and business disruption following the transaction, including adverse effects on relationships with employees, may be greater than expected; (3) regulatory approvals of the transaction may not be obtained, or adverse regulatory conditions may be imposed in connection with such approvals of the transaction; (4) adverse governmental or regulatory policies may be enacted; (5) the risks associated with continued diversification of assets; (6) difficulties associated with achieving expected future financial results; and (7) competition from other financial services companies in Beacon's markets. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Provident's reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC's Internet Site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Provident or Beacon or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Provident and Beacon do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
 
 
SOURCE: Provident Financial Services, Inc.
 

Contact: Investor Relations, +1-732-590-9300; www.investorrelations@providentnj.com