-----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, UV7Zproj6ONB9YOw1zJNntgL4J1ahbFXDFnidwSA7L7T2r2YIGU6xo6M/qiCckkw GZ5dNrg6h2/zUNu0h2ALkg== 0000755933-98-000008.txt : 19980318 0000755933-98-000008.hdr.sgml : 19980318 ACCESSION NUMBER: 0000755933-98-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980317 ITEM INFORMATION: FILED AS OF DATE: 19980317 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP /NJ/ CENTRAL INDEX KEY: 0000755933 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222553159 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10518 FILM NUMBER: 98566828 BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2017034595 MAIL ADDRESS: STREET 1: PARK 80 WEST STREET 2: PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGER STATE BANK DATE OF NAME CHANGE: 19870416 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19861209 8-K 1 FORM 8-K MERGER 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 Act of 1934 Date of Report: March 17, 1998 INTERCHANGE FINANCIAL SERVICES CORPORATION (Exact name of registrant as specified in its charter) NEW JERSEY 1-10508 22-2553159 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) PARK 80 WEST/PLAZA TWO, SADDLE BROOK, N.J. 07663 (Address of principal executive offices) (Zip Code) (201) 703-2265 (Registrant's telephone number, including area code) Item 5. Other Events On January 28, 1998, the registrant issued the following press release pertaining to the acquisition of The Jersey Bank for Savings by merger. SADDLE BROOK, N.J. - Interchange Financial Services Corporation (AMEX: ISB) ("Interchange"), which is the one-bank holding company for Interchange State Bank, its principal subsidiary, and The Jersey Bank for Savings ("Jersey") jointly announced today that they have signed a definitive agreement under which Interchange will acquire Jersey in a merger of Jersey into Interchange State Bank. As of 12/31/97 Interchange had $548 million in assets and operates 12 branches in Bergen County, New Jersey. The Merger is intended to be a share for share tax free transaction and will be treated as a pooling of interests. Each of the outstanding shares of Jersey will be exchanged for one (1) share of Interchange and the exchange ratio is fixed. Taking into account the conversion ratio of Jersey's convertible Preferred Stock, the transaction will involve the issuance of approximately 518,000 shares of Interchange's stock. Based on Interchange's closing stock price of $29.00 on 1/27/98, the transaction is valued at approximately $15 million . "We are pleased with this acquisition, which fits our expansion plans and reinforces our position as the largest independent community bank in Bergen County", stated Anthony S. Abbate, President and Chief Executive Officer of Interchange and Interchange State Bank. Richard A. Gilsenan, Chairman of the Board of Jersey, noted: "Interchange makes an ideal partner for us since they are a Bergen County based community bank with a presence in our service area. This clearly benefits our customers, our stockholders and our community". For the year ended 12/31/97, Jersey had $6.4 million in equity, $70 million in deposits and net income of approximately $425 thousand, excluding extraordinary items. Jersey is a $77 million asset savings bank with branches in Montvale and River Edge, New Jersey. The acquisition is conditioned upon the satisfaction of necessary bank regulatory approvals, the approval of the shareholders of Jersey and other customary conditions. The parties anticipate that the merger will be consummated late in the second, or early in the third, quarter of 1998. In connection with the merger agreement, Jersey granted Interchange an option to purchase 126,950 shares of Jersey's authorized but unissued common stock. 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. INTERCHANGE FINANCIAL SERVICES CORPORATION By: S/S ANTHONY LABOZZETTA Anthony Labozzetta, Executive Vice President and CFO Date: January 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----