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As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OCEAN FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 22-3412577
(state or other (Primary Standard (IRS Employer
jurisdiction of Classification Identification No.)
incorporation or Code Number)
organization)
975 HOOPER AVENUE
TOMS RIVER, NEW JERSEY 08753-8396
(908) 240-4500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
OCEAN FINANCIAL CORP. 1997 INCENTIVE PLAN
(Full Title of the Plan)
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JOHN R. GARBARINO COPIES TO:
CHAIRMAN OF THE BOARD, JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER ANN E. COX, ESQUIRE
OCEAN FINANCIAL CORP. MULDOON, MURPHY & FAUCETTE
975 HOOPER AVENUE 5101 WISCONSIN AVENUE, N.W.
TOMS RIVER, NEW JERSEY 08753-8396 WASHINGTON, DC 20016
(908) 240-4500 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
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<TABLE>
<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock 838,807
$.01 par Value Shares (2) $29.13(3) $24,435,295 $7,405
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Common Stock 335,523
$.01 par Value Shares (4) $33 5/16(5) $11,177,109 $3,387
====================================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for
issuance pursuant to the Ocean Financial Corp. 1997 Incentive Plan (the "Plan") as the result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock of Ocean Financial Corp., pursuant to 17 C.F.R.ss.230.416(a).
(2) Represents the total number of shares currently reserved or available for issuance as options pursuant to the Plan.
(3) Weighted average price determined by the average exercise price of $28.89 per share at which options for 793,095 shares under
the Plan have been granted to date and by $33 5/16 the market value of the Common Stock on August 18, 1997 as determined by the
last sales price listed on the Nasdaq Stock Market as reported in the Wall Street Journal, for 45,712 shares for which options
have not yet been granted under the Plan.
(4) Represents the total number of shares currently reserved or available for issuance as stock awards under the Plan.
(5) The last sales price listed on the Nasdaq Stock Market on August 18, 1997 in accordance with Rule 457(c) under the Securities
Act of 1933, as amended.
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 15
Exhibit Index begins on Page 10
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OCEAN FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Ocean Financial
Corp. (the "Company" or the "Registrant") 1997 Incentive Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such document is not
filed with the Securities and Exchange Commission (the "SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, which includes the consolidated statements of financial
condition of the Company and subsidiary as of December 31, 1996 and 1995, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996, together with the related notes (File No. 0-27428) filed with the SEC on
March 25, 1997.
(b) The Form 10-Q reports filed by the Registrant for the fiscal
quarters ended March 31, 1997 (File No. 0-27428), filed with the SEC on May
15, 1997, and June 30, 1997, filed with the SEC on August 14, 1997.
(c) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 0-27428), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder on May 8, 1996 and declared effective on May
13, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC file No. 33-81023) declared effective on May 13, 1996.
(d) All documents filed by the Registrant pursuant to Section 13(a)
and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The consolidated statements of financial condition of the Company and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1996, together with the
related notes and the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference in this Registration Statement,
have been incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, D.C., special counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held
harmless against liability to the fullest extent permissible by the general
corporation law of Delaware as it currently exists or as it may be amended
provided any such amendment provides broader indemnification provisions than
currently exists. This indemnification applies to the Board of Directors who
administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
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A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
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B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that; and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
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F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
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A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of Ocean Financial Corp.1
5 Opinion of Muldoon, Murphy & Faucette as to the legality of
the Common Stock to be issued.
23.0 Consent of Muldoon, Murphy & Faucette (contained in the
opinion included in Exhibit 5).
23.1 Consent of KPMG Peat Marwick LLP.
5
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24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No. 33-80123), as
amended, filed with the SEC on December 7, 1995 and declared effective on May
13, 1996.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) Include any additional or changed material information
on the plan of distribution not previously disclosed
in the Registration Statement or any material change to
such information in the Registration Statement unless the
information required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's or the Plan's
annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such
6
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indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act will be governed by the final adjudication of
such issue.
7
<PAGE> 8
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act, Ocean
Financial Corp. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toms River, State of New Jersey, on August 22,
1997.
OCEAN FINANCIAL CORP.
By: /s/ John R. Garbarino
------------------------------------------
John R. Garbarino
Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Garbarino) constitutes and appoints John R. Garbarino and
Mr. Garbarino hereby constitutes and appoints Michael J. Fitzpatrick, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him (or her) and in his name, place and stead, in any and
all capacities to sign any or all amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
---- ----- ----
/s/ John R. Garbarino Chairman of the Board, President August 22, 1997
- -------------------------- and Chief Executive Officer
John R. Garbarino (principal executive officer)
/s/ Michael J. Fitzpatrick Executive Vice President August 22, 1997
- -------------------------- and Chief Financial Officer
Michael J. Fitzpatrick (principal accounting and
financial officer)
/s/ Michael E. Barrett Director August 22, 1997
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Michael E. Barrett
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/s/ Thomas F. Curtin Director August 22, 1997
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Thomas F. Curtin
/s/ Carl Feltz, Jr. Director August 22, 1997
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Carl Feltz, Jr.
/s/ Robert E. Knemoller Director August 22, 1997
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Robert E. Knemoller
/s/ Donald E. McLaughlin Director August 22, 1997
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Donald E. McLaughlin
/s/ Diane F. Rhine Director August 22, 1997
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Diane F. Rhine
/s/ Frederick E. Schlosser Director August 22, 1997
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Frederick E. Schlosser
/s/ James T. Snyder Director August 22, 1997
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James T. Snyder
9
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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<S> <C> <C> <C>
4 Stock Certificate of Incorporated herein by reference --
Ocean Financial from the Exhibits of the Registrant's
Corp. Registration Statement on Form S-1
filed with the SEC on December 7, 1995
and declared effective on May 13, 1996.
5 Opinion of MM&F Filed herewith. 12
23.0 Consent of MM&F Contained in Exhibit 5.
23.1 Consent of KPMG Filed herewith. 14
Peat Marwick LLP
24 Power of Attorney Located on the signature page. --
</TABLE>
<PAGE> 1
Exhibit 5 Opinion of Muldoon, Murphy & Faucette
<PAGE> 2
August 22, 1997
Board of Directors
Ocean Financial Corp..
975 Hooper Avenue
Toms River, New Jersey 08753-8396
Re: Ocean Financial Corp. 1997 Incentive Plan -
Registration Statement on Form S-8 for Offer and Sale of
1,174,330 Additional Shares of Common Stock
Lady and Gentlemen:
We have acted as counsel for Ocean Financial Corp. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 1,174,330 shares of the Company's Common Stock, $.01 par value
(the "Shares"), to be issued under the Ocean Financial Corp. 1997 Incentive Plan
(the "Plan").
As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion. In
our examination, we have assumed and have not verified (i) the genuineness of
all signatures, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary.
Based on the foregoing and limited in all respects to Delaware law and
the facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and upon the issuance of the
Shares in the manner described in the Plan, will be validly issued, fully paid
and nonassessable.
The following provisions of the Company's Certificate of Incorporation
may not be given effect by a court applying Delaware law, but in our opinion the
failure to give effect to such provisions will not affect the duly authorized,
validly issued, fully paid and nonassessable status of the Common Stock:
(a) Subsections C.3 and C.6 of Article FOURTH and Section
D of Article EIGHTH, which grant the Board the authority to construe and apply
the provisions of those Articles, subsection C.4 of Article FOURTH, to the
extent that
<PAGE> 3
subsection obligates any person to provide to the Board the information
such subsection authorizes the Board to demand, and the provision of Subsection
C.7 of Article EIGHTH empowering the Board to determine the Fair Market Value
of property offered or paid for the Company's stock by an Interested
Stockholder, in each case to the extent, if any, that a court applying
Delaware law were to impose equitable limitations upon such authority; and
(b) Article NINTH which authorizes the Board to consider
the effect of any offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection
with the issuance of the Shares as described above. This opinion may not be
relied upon by any other person or for any other purpose, and it should not be
quoted in whole or in part or otherwise referred to or be filed with or
furnished to any governmental agency (other than the Securities and Exchange
Commission in connection with the aforementioned Registration Statement on Form
S-8 in which this opinion is contained) or any other person or entity without
the prior written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to, and
the reference to this firm in, the Company's Registration Statement on Form S-8.
Very truly yours,
/s/ Muldoon, Murphy & Faucette
MULDOON, MURPHY & FAUCETTE
<PAGE> 1
EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
INDEPENDENT ACCOUNTANTS' CONSENT
--------------------------------
The Board of Directors
Ocean Financial Corp.
We consent to incorporation by reference in the Registration Statement on Form
S-8, pertaining to the Ocean Financial Corp. 1997 Incentive Plan, of Ocean
Financial Corp., of our report dated January 21, 1997, relating to the
consolidated statements of financial condition of Ocean Financial Corp. and
subsidiary as of December 31, 1996 and 1995 and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 Annual Report on Form 10-K of Ocean Financial
Corp.
/s/ KPMG Peat Marwick LLP
Short Hills, New Jersey
August 14, 1997
