SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 31, 1994
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UJB Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey 1-6451 22-1903313
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File number) Identification No.)
301 Carnegie Center, P. O. Box 2066
Princeton , New Jersey 08543-2066
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(Address of Principal Executive Offices)
(Zip Code)
(609) 987-3200
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(Registrant's Telephone Number, including Area Code)
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Item 5 Other Events
UJB Financial Corp. (UJB) voluntarily reports the following
information:
On December 16, 1993, UJB entered into an agreement to acquire
VSB Bancorp, Inc. and its wholly owned subsidiary Valley Savings
Bank (VSB). The transaction, accounted for as a
pooling-of-interests, was consummated on July 1, 1994 and UJB
stock was subsequently exchanged for VSB stock at the rate of
.7727 shares of UJB common stock for each share of VSB common
stock . There were 2,628,912 shares of UJB common stock issued
for 3,402,619 shares of VSB common stock.
Combined condensed results of operations of UJB and VSB on a
pro forma basis is presented as follows (as reported in part on
Form 10-Q for the period ended June 30, 1994) for the three
months ended March 31,1994 and June 30, 1994, and the six months
ended June 30, 1994 (dollars in thousands except per share):
<TABLE>
<CAPTION>
Pro Forma Combined
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Three Months Ended Six Months Ended
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March 31, 1994 June 30,1994 June 30,1994
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<S> <C> <C> <C>
Net Interest Income $145,303 $151,018 $296,321
Non-Interest Income 44,078 43,656 87,734
Non-Interest Expense 126,646 128,585 255,231
Net Income 28,560 28,696 57,256
Net Income per
Common Share .51 .52 1.03
Average Common
Shares (in thousands) 54,401 54,610 54,506
</TABLE>
One of the required criteria for pooling of interests accounting
is that the parties to the business combination must share
mutually in the combined risks and rights of the transaction.
In order to satisfy this risk sharing criteria of pooling of
interests accounting, Securities and Exchange Commission
Accounting Series Release 135 provides that the risk sharing
will have occurred if no affiliate of either party to the merger
transaction sells or otherwise disposes of any common stock
received in the transaction until such time as financial
results covering 30 days of post-merger combined operations have
been published.
In order to satisfy the risk sharing criteria, and thereby allow
affiliates of either party to the transaction to sell or
otherwise dispose of UJB common stock acquired in the merger (in
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<PAGE>
compliance with SEC Rules 145 and 144 regarding resales of
common stock acquired in a business combination) provided below
are financial results which reflect the required 30 days of
post-merger combined operations as required by SEC Accounting
Series Release 135 ( dollars in thousands except per share):
<TABLE>
<CAPTION>
Post Acquisition
Month Ended
July 31, 1994
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<S> <C>
Net Interest Income $52,455
Non-Interest Income 15,972
Non-Interest Expense 40,377
Net Incom 14,297
Net Income per
Common Share .26
Average Common
Shares (in thousands) 54,692
In the opinion of the management of UJB Financial Corp., the
unaudited results for the three months ended March 31, 1994 and
June 30, 1994, six months ended June 30, 1994, and the one month
ended July 31, 1994 include all normal, recurring adjustments
necessary to present fairly the results of operations for these
periods. These results are not necessarily indicative of the
results for the quarter or entire year.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: August 19, 1994 UJB FINANCIAL CORP.
By: /s/ William J. Healy
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William J. Healy
Executive Vice President
and Comptroller
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